Resourceful | Sustainable | Value-Focussed 2024 INTEGRATED REPORT AND ANNUAL ACCOUNTS A STRONGER VEDANTA A STRONGER VEDANTA CONTENTS Vedanta at a glance pg.06 Message from the Chairman pg.24 People and Culture pg.130 VEDL Reporting Suite To view this report online, please visit: www.vedantalimited.com At Vedanta, we are inspired to deliver superior performance, create enduring value for the stakeholders and nation and grow sustainably. Our sustained investment and efforts on these fronts not only enhance these outcomes but also make us a more resilient and future-ready entity. Through the last many years, our journey of transformation has solidified our status as a world-class Indian multinational with an unparalleled asset base. This positions us at the forefront of India’s natural resource potential, reinforced by our focus on innovation, digitalisation and industry best practices that ensure top-tier operational performance. Our pioneering environmental, social and governance (ESG) initiatives further solidify our reputation as a sustainable and responsible organisation. FY 2023-24 proved pivotal in this journey. Multiple completed and ongoing capacity expansion programmes position us at the forefront of the immense opportunities emanating from the growing Indian economy and commodity demand. Vertical integration projects including securing raw Integrated Report 01 Integrated Thinking at Vedanta 02 Highlights FY 2023-24 Introducing Vedanta 06 Vedanta at a glance 10 Presence 12 Asset Overview 16 Our Investment Case Management Discussion and Analysis 146 Market Review 152 Segment Review 162 Finance Review 166 Operational Review Statutory Reports 206 Directors’ Report 264 Report on Corporate Governance 320 Business Responsibility and Sustainability Report Financial Statements 384 Consolidated Financials 516 Standalone Financials 632 Abbreviations Our Board and Management 76 Board of Directors 80 Executive Committee Sustainability Review 94 Our ESG Strategy 130 People and Culture 138 Corporate Governance 142 Awards Stakeholder Engagement and Materiality 90 Stakeholder Engagement 92 Materiality Performance Review 24 Message from the Chairman 28 Management Speak 34 Case Studies 44 Key Performance Indicators 48 Value-Creation Model 52 Opportunities 56 Strategic Priorities and Update 66 Risk Management Resourceful | Sustainable | Value-focussed VEDANTA LIMITED | Sustainability Report (SR) 2022-23 Information coverage: Disclosures on triple bottom line performance Standards/guidelines used: Global Reporting Initiative (GRI) Standards VEDANTA LIMITED | Transparency Report (TTR) 2022-23 Information coverage: Voluntary disclosure of profits made and taxes paid (only Indian company to publish a TTR) Standards/guidelines used: Indian Accounting Standards (Ind AS) VEDANTA LIMITED | TCFD Report 2023 Information coverage: Climate-related financial disclosures Standards/guidelines used: Approach to climate action, climate strategy and climate risk management VEDANTA LIMITED | Integrated Report (IR) and Annual Accounts 2022-23 Information coverage: Holistic disclosure of performance and strategy Standards/guidelines used: International Integrated Reporting Framework, Indian Accounting Standards (Ind AS) Indian Secretarial Standards materials through reinforcing mining operations are poised to strengthen our cost leadership position. Exceptional progress on the sustainability front is contributing to resilient communities, bringing in global recognition and strengthening the brand Vedanta. Importantly, the proposed demerger into six pure-play entities is set to streamline our corporate structure and unlock growth potential across each vertical. As India accelerates towards a rapid growth trajectory brimming with exciting opportunities, Vedanta stands on a stronger footing with enhanced capacities, competencies and a strong purpose. We are poised for greater success and creating enduring value for all stakeholders, affirming our position as ‘A Stronger Vedanta’. At Vedanta, an integrated and comprehensive approach to value creation, helps us grow from strength to strength. This propels our long-term growth while empowering us to contribute to the nation’s growth, foster a sustainable world and create value for all our stakeholders. This model, firmly anchored in our mission and values, considers all resources and relationships, external operating factors and material issues to craft effective strategies. We have further embedded ESG aspects with our ‘Transforming for Good’ strategy and a more encompassing ‘Transforming Together’ theme to reinforce our decision-making process and bring greater resilience to our business. Vedanta has consistently raised the bar in disclosures, surpassing the statutory requirements and adopting global reporting frameworks. This helps our stakeholders and providers of financial capital in making informed decisions. Our Integrated Report and Annual Accounts FY 2023-24 has been compiled using the Content Elements and Guiding Principles set out in the International Integrated Reporting Council’s (IIRC)Framework, now a part of the IFRS Foundation. ABOUT THE REPORT Integrated Reporting aims at explaining how the Company creates, preserves and erodes value sustainably over time, consistent with Vedanta’s values, purpose and strategy. We started this journey in FY 2017-18, with ongoing improvements and enhanced integrated thinking. Our FY 2023-24 report provides a comprehensive overview of our material issues, maintaining the highest standards of transparency and integrity. It highlights their impact on the environment and people as well as the risks and opportunities for business success, and will thus help make an informed assessment of our ability to create value over the short, medium and long term. Scope and boundary The Integrated Report and Annual Accounts 2023-24 covers the reporting period from 1 April 2023 to 31 March 2024, and provides holistic information on Vedanta Limited (Vedanta, VEDL), a subsidiary of Vedanta Resources Limited. It provides an overview of operations across our business units, namely, zinc-lead-silver, oil and gas, aluminium, power, iron ore, steel, nickel and copper. Our assets are spread through India, South Africa and Namibia, and across the value chain comprising exploration, asset development, extraction, processing and value‑accretion activities. This report aims to provide a concise explanation of Vedanta’s performance, strategy, value-creation model, business outputs and outcomes using an interlinked, multi-capital approach. It includes measures of engagement with identified material stakeholder groups and outlines the organisation’s governance framework, together with our risk-mitigation strategy. Approach to stakeholder engagement and materiality Our stakeholders include those individuals and organisations who have an interest in, and/or whose actions impact our ability to execute business strategy. We periodically engage with different stakeholder groups and actively respond to their concerns and issues. This report contains information that we believe is of interest to our stakeholders and presents a discussion on matters that can impact our ability to create value over the short, medium and long term. Annual accounts This report should be read in conjunction with the annual accounts (pages 384 to 631) to gain a complete picture of VEDL’s financial performance. The consolidated and standalone financial statements in this report have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and have been independently audited by S.R. Batliboi & Co. LLP. The Independent Auditors’ Report for both consolidated and standalone financials can be found on pages 384 and 516 respectively. Forward-looking statements This report contains ‘forward-looking statements’ – that is, statements about business expectations and forecasts that are based on future, not past events. In this context, forward-looking statements address our expected future business and financial performance, and often contain words such as ‘expects’, ‘anticipates’, ‘intends’, ‘plans’, ‘believes’, ‘seeks’, or ‘will’. Forward-looking statements by their nature address matters that are, in different degrees, uncertain. For us, uncertainties arise from the behaviour of financial and metals markets including the London Metal Exchange, fluctuations in interest and/or exchange rates and metal prices; from future integration of acquired businesses; and from numerous other matters of national, regional and global scale, including those of environmental, climatic, natural, political, economic, business, competitive or regulatory nature. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements. These forward-looking statements involve risk and uncertainties, and although we believe that the assumption on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate and, as a result, the forward-looking statement based on those assumptions could be materially incorrect. Board and management assurance The Board of Directors and the Company’s management acknowledge their responsibility to ensure the integrity of information covered in this report. They believe, to the best of their knowledge, that this report addresses all material issues and presents the integrated performance of VEDL and its impact in a fair and accurate manner. The report has therefore been authorised for release on 18 June 2024. A STRONGER, VALUE-ACCRETIVE VEDANTA ENABLED BY INTEGRATED THINKING Value creation for stakeholders Resulting in an impact across the capitals and for stakeholders Capitals Financial Capital Manufactured Capital Social & Relationship Capital Natural Capital Intellectual Capital Human Capital Shareholders, investors and lenders Local communities Governments Civil societies Employees Industry Mission Strategic focus areas To create a world leading natural resources company Values Trust | Entrepreneurship | Innovation | Excellence | Integrity | Care | Respect S1 Continued focus on world-class ESG performance S2 Augment our Reserves & Resources (R&R) base S5 Operational excellence and cost leadership S3 Delivering growth opportunities S4 Optimise capital allocation and maintain a strong balance sheet Our value creation is propelled by Supported by our business activity Exploration Asset development Extraction Processing Value addition and marketing Megatrends and opportunities Risks And influenced by key factors in our operating environment R1 R5 R3 R2 R4 R6 R7 R10 R8 R9 R11 R13 R12 T1 T5 T3 T2 T4 T6 T7 pg.66 Material issues M1 M3 M2 M4 M6 M5 M7 pg.92 pg.52 pg.8 pg.2 pg.90 pg.56 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Integrated Thinking at Vedanta 1 OUR VALUE CREATION ACROSS SIX CAPITALS FINANCIAL CAPITAL We ensure a positive impact on the financial capital and create value over time through strategic efforts in optimising capital allocation, deleveraging and strengthening the balance sheet and ensuring cash-generative operations. All investments undergo rigorous review to maximise shareholders’ returns and attain positive outcomes across all capitals. MANUFACTURED CAPITAL We invest in our portfolio of high-quality assets to meet dynamic market demands. Our commitment extends to acquiring cutting-edge equipment for elevated operational efficiency, safety performance and stable cash flows. We are currently undertaking various vertical integrations and expansion projects to bolster reliable and efficient operations and seize opportunities. Key FY 2023-24 outcomes Cash and cash equivalents `15,421 crore Net debt `56,338 crore EBITDA margin1 30% ROCE ~23% Dividend Declared `29.5 per share 1 Excluding custom smelting at copper business Key FY 2023-24 outcomes Business highlights Steel Ferro Alloys Highest-ever crude steel production 1.4 million tonnes Zinc India Best-ever mined metal production 1,079 kt Record saleable production Growth capex 80 kt `12,267 crore Highest-ever refined zinc-lead production 1,033 kt Oil & Gas Average gross operated production 128 Kboepd Iron Ore Highest-ever production of saleable ore at Karnataka 5.6 million tonnes Higest-ever Pig Iron Production 831 kt Copper India Cathode production from Silvassa 141 kt Highest ever silver Production 746 tonnes Aluminium Highest-ever aluminium production 2,370 kt Power Overall power sales 13,443 million units 25% Y-O-Y 8% Y-O-Y 18% Y-O-Y 19% Y-O-Y Revenue `1,41,793 crore EBITDA `36,455 crore Net Debt/EBITDA 1.5 X 2% Y-O-Y 3% Y-O-Y 240 bps Y-O-Y 240 bps Y-O-Y 5% Y-O-Y 3% Y-O-Y 5% Y-O-Y 19% Y-O-Y 5% Y-O-Y 2% Y-O-Y PAT (before exceptional and one-time gain) `11,254 crore Free cash flow (FCF) post-capex `11,427 crore 22% Y-O-Y 37% Y-O-Y Strong Liquidity Position HIGHLIGHTS FY 2023-24 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Highlights FY 2023-24 2 3 Key FY 2023-24 outcomes HUMAN CAPITAL We have a rightly-skilled team, helping us achieve business goals and strengthen our position as a market-leading natural resources powerhouse. Our investments extend beyond their skilling to prioritising their health, safety and well-being, striving to achieve zero harm. Our inclusive policies and practices encourage independent thinking and creativity, ensuring a workplace where diverse individuals with unique skills thrive together. Attrition rate 10.8% TRIFR - basis Full time employees 1.30 Transgender employees 36 Total Workforce 97,000+ Women employees 20% Employees covered under mentoring and support programmes 2,900 INTELLECTUAL CAPITAL Our collective knowledge, skills and resources are key to ensuring optimal and sustainable operations and driving our value creation. Our ongoing investments in innovation, digital transformation and technology help strengthen our competitiveness and business resilience. Key FY 2023-24 outcomes Investment in digitalisation programmes `160 crore R&D Spend `13 crore Patents received in FY 2023-24 2 Patents under active application 11 Key FY 2023-24 outcomes NATURAL CAPITAL We own world-class mining assets in India and Africa, endowed with abundant natural resources and reserves (R&R), giving us long-term visibility to sustain operations. We effectively use these assets to generate significant social and economic value for our stakeholders. However, our operations also have associated environmental impacts, which we are striving to minimise by operating responsibly and investing in environmental stewardship. Zinc India R&R Combined R&R 456.3 million tonnes Zinc-Lead metal R&R 30.8 million tonnes Silver R&R 854.3 million tonnes GHG Intensity 5.66 tCO2e per tonne of metal Water Positivity Ratio HVLT waste recycled 0.7x 92% Trees Planted (As part of the commitment to plant 7 million trees by 2030) 2 million Zinc International R&R Combined R&R 662 million tonnes Metal R&R 34.8 million tonnes Gross proved, and probable reserves and resources 1,376 Mmboe Oil and Gas R&R SOCIAL AND RELATIONSHIP CAPITAL We continuously strive to engage and maintain relationships based on mutual respect and benefit with our stakeholders. These connections help ensure a positive impact of our business, strengthening our market reputation and uphold licence to operate. By actively supporting our operations, these relations are instrumental in executing strategy and enhancing value creation. Key FY 2023-24 outcomes Nand Ghars built 6,000+ Total CSR beneficiaries 17.40 million* Total CSR spent `438 crore * including Direct+Indirect Beneficiaries women and children benefited from CSR programmes Youth benefited from employment-based training 13 million 4,076 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Highlights FY 2023-24 4 5 Bringing to the fore our global operational scale, cost leadership and operational excellence, we play a pivotal role in facilitating primary materials in a safe, sustainable and cost-effective manner, enabling resource sufficiency worldwide. Vedanta is committed to creating enduring value, prioritising social responsibility, environmental sustainability and business integrity. By integrating these, we ensure that our growth is inclusive, benefiting all stakeholders from local communities to international markets. Core values shape our approach to business and value-creation Total employment generation 97,000+ tCO2e in avoided emissions from FY 2020-21 baseline 6 million Zinc India R&R 456 million tonnes Zinc International 662 million tonnes Oil and Gas 1,376 Mmboe CARE RESPECT INTEGRITY TRUST ENTREPRENEURSHIP INNOVATION EXCELLENCE VEDANTA AT A GLANCE Vedanta Limited, a subsidiary of Vedanta Resources Limited, is the world’s foremost natural resources conglomerate, with strategic assets in India, South Africa and Namibia. Our extensive operations span zinc-lead- silver, iron ore, steel, copper, aluminium, power, nickel, and oil and gas, with a market-leading position across most. INDIA’S LARGEST AND GLOBALLY LEADING NATURAL RESOURCES POWERHOUSE VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Vedanta at a Glance 7 6 Our value chain Exploration Processing Asset development Value addition Extraction We undertake brownfield and greenfield activities to consistently enhance our Reserves and Resources (R&R) and thus extend the lives of our existing mines and oilfields. We produce refined metals by processing and smelting extracted minerals at our zinc, lead, silver, copper, and aluminium smelters, and other processing facilities in India and Africa. We also generate captive power with minimal environmental impact to support our operations and sell any surplus power. We have a proven track record of executing projects on time and within budget. We implement targeted measures to develop the resource base, helping optimise production and increase the lifespan of our resources. We also have strategic processing facilities. We address market demand by converting the primary metals (zinc, aluminium and copper) produced at our facilities into value-added products such as sheets, rods, bars, rolled products, etc. Our operations are focussed on the exploration and production of metals, extraction and production of oil and gas across three operating blocks, and power generation. We extract metals like zinc-lead-silver, iron ore, steel, copper and aluminium. ESG PURPOSE AND MISSION TRANSFORMING FOR GOOD Commitments and targets Transforming communities Transforming the planet Transforming the workplace Aim 1 Keep community welfare as the guiding principle for our business decisions Aim 2 Empower 2.5 million individuals with enhanced skillsets Aim 3 Uplift 100 million women and children via social welfare interventions Aim 4 Net Zero Carbon by 2050 or sooner Aim 5 Achieving net water positivity by 2030 Aim 6 Enhance our business model by incorporating innovative green practices Aim 7 Prioritise the safety and health of our workforce Aim 8 Promote gender parity, diversity and inclusivity Aim 9 Align with global standards of corporate governance Operating structure Our diversified structure and wide geographic presence enable efficient operations and serviceability As of 31 March 2024 * Skorpion -100% BMM & Gamsberg – 74% ** 50% of the share in the RJ Block is held by a subsidiary of Vedanta Limited Listed entities Unlisted entities Vedanta Resources Limited Divisions of Vedanta Limited Sesa Iron Ore Sterlite Copper Power (600 MW Jharsuguda) Subsidiaries of Vedanta Ltd. Vedanta Limited 61.95% 64.9% Hindustan Zinc (HZL) 51% Bharat Aluminium (BALCO) 100% Zinc International* 100% Talwandi Sabo Power (1,980 MW) 95.5% ESL Steel Limited 99.99% Ferro Alloy Corporation Ltd. (FACOR) Aluminium (Odisha Aluminium and power assets) Cairn Oil & Gas** Athena 100% Meenakshi Energy Limited (1000 MW) 100% Vedanta Displays Limited 100% Vedanta Semiconductors Pvt Limited CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT ESG Purpose and Mission 9 8 Integrated Report and Annual Accounts 2023-24 VEDANTA LIMITED PRESENCE STRONGER FOOTPRINT ACROSS STRATEGIC GLOBAL MARKETS Indian 7 Ireland Lisheen Mine 5 UAE Fujairah Gold 6 East Asia Glass 4 Namibia Skorpion Mine 1 India Multiple COPPER CAPTIVE POWER PLANT IRON ORE STEEL CEMENT ALUMINIUM GLASS ZINC MET COKE NICKEL POWER MULTIPLE OIL & GAS PORT FERRO ALLOYS Note: Lisheen Mine had safe, detailed and fully costed closured after 17 years of operation in Nov’2015. Maps not to scale Zinc & Silver Amongst the largest fully integrated zinc-lead producers and 5th largest silver producer globally FY 2023-24 EBITDA ` 13,562 crore Zinc India ` 693 crore Zinc International Key Highlights 1 Lanjigarh Aluminium (VAL) & Captive Power Plant 2 Jharsuguda Aluminium (VAL), Commercial Power (SEL), Captive Power Plant & Projects under development 3 Korba Aluminium, Captive Power Plant & Projects under development 4 Talwandi Sabo Power (TSPL) 5 Salem Power (MALCO) 6 Goa Iron Ore (Sesa Goa) | Nickel (Sesa Nickel) | Cement (Sesa Cement) | Pig Iron 7 Karnataka Iron Ore (Sesa Goa Operations) 8 Debari Zinc-Lead-Silver 9 Chanderiya Dariba Zinc-Lead-Silver 10 Rampura Agucha Zinc-Lead-Silver 11 Rajpura Dariba Mine & Smelter And Sindeswar Khurd Mine & Captive Power Plant Zinc Lead-Silver Oil & Gas One of India’s largest private sector crude oil producer FY 2023-24 EBITDA ` 9,777 crore Iron Ore & Steel One of the largest private sector exporter of iron ore in India FY 2023-24 EBITDA ` 2,016 crore Aluminium Largest capacity in India and 9th largest capacity globally FY 2023-24 EBITDA ` 9,657 crore 12 Zawar Mine Zinc-Lead-Silver & Captive Power Plant 13 Vizag Zinc-Lead-Silver 14 Mangala Oil & Gas 15 Ravva Oil & Gas 16 Cambay Oil & Gas 17 Bokaro Steel 18 Bhadrak Ferro Alloys, Chrome ore mines 19 KG Onshore & Offshore Oil & Gas 20 Gujarat Met Coke 21 Vazare Met Coke 22 Barbil Iron Ore Odisha 23 Vizag Port (VGCB) 24 Silvassa Copper 25 Tuticorin Copper, Captive Power Plant Global 1 7 3 4 2 6 5 1 25 2 6 3 4 5 7 8 12 13 14 15 16 17 18 20 21 23 24 22 19 14 9 10 11 2 South Africa Black Mountain Mine Gamsberg 3 Liberia Iron Ore Project Western Cluster VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Presence 10 11 ASSET OVERVIEW STRENGTH IN DIVERSITY AND MARKET LEADERSHIP ZINC-LEAD-SILVER 75% market share in India’s primary zinc market (Hindustan Zinc Limited) Asset Highlights World’s largest underground zinc-lead mine at Rampura Agucha, India 3rd largest silver producer in the world Zinc India has an R&R of 456 million tonnes with a mine life of 25+ years Zinc International has an R&R of more than 662 million tonnes supporting mine life in excess of 20 years HZL - Low-cost zinc producer, which lies in the first quartile of the global zinc cost curve (2023) Application Areas Galvanising for infrastructure and construction sectors Die-casting alloys, brass, oxides and chemicals Application Areas Power systems, automotive sector, aerospace, building and construction, packaging ALUMINIUM Largest primary aluminium producer in India Asset Highlights Largest aluminium installed capacity in India at 2.4 MTPA Integrated 5.5 GW Power & 3.5 MTPA Alumina refinery 45% market share in India among primary aluminium producers Diverse product portfolio – ingots, wire rods, primary foundry alloy, rolled products, billet and slab EBITDA ` 9,657 crore EBITDA (Zinc India) ` 13,562 crore (Zinc International) ` 693 crore Production Volume Zinc 817 kt Lead 216 kt Silver 746 tonnes Zinc India MIC 208 kt Zinc International Production Volume Aluminium 2,370 kt Alumina 1,813 kt Zinc India (HZL), Zinc International Business Aluminium smelters at Jharsuguda & Korba (BALCO) Alumina refinery at Lanjigarh Business OIL & GAS Asset Highlights First Field Development Plan (FDP) approved under OALP regime for Jaya field. Production commenced with initial plan to deliver > 3 Kboepd. This is the first FDP approved in OALP regime, among 144 blocks awarded under 8 OALP rounds by the Government to various companies. World’s longest continuously heated pipeline from Barmer to Gujarat Coast (~670 kms) Infill drilling in Rajasthan (Mangala, Bhagyam, Aishwariya, Tight Oil (ABH), Tight Gas (RDG) and Satellite Field to augment reserves and mitigate natural decline Drilling commenced in North-East region to explore the prospects in this region Executed one of the largest polymers EOR projects in the world Footprint over a total acreage of c. 60,000 square kilometres Gross 2P reserves and 2C resources of 1,376 Mmboe Application Areas Crude oil is used by hydrocarbon refineries. Natural gas is mainly used by the fertiliser sector. EBITDA ` 9,777 crore Average daily gross operated production 128 Kboepd (Average Participating Interest production of 82 Kboepd) Cairn India Business POWER 11 GW total power portfolio. 4.8 GW of installed IPP capacity. Asset Highlights One of the largest power producers in India’s private sector* Energy-efficient, super critical 1,980 MW power plant at Talwandi Sabo Upcoming 1,000 MW Meenakshi (by FY 2024-25) and 1,200 MW Athena (by FY 2025-26) thermal power plants at Andhra Pradesh and Chhattisgarh respectively Application Areas Commercial power backed by power purchase agreements Captive use EBITDA ` 971 crore Power sales 13,443 million units Power assets at TSPL (1,980 MW) at Talwandi Sabo, Jharsuguda (600 MW of IPP), Korba (600 MW of IPP) & Lanjigarh Business *including captive power generation Operates ~25% of India’s crude oil production VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Asset Overview 12 13 1. Hot metal design capacity IRON ORE STEEL 3.5 MTPA design capacity1 Asset Highlights Design capacity of 3.5 MTPA Largely long steel products Highest-ever hot metal production of 1,473 kt Highest-ever DIP production of 212 kt Application Areas Construction, infrastructure, transport, energy, packaging, appliances and industry Product portfolio includes pig iron, billets, TMT bars, wire rods and ductile iron pipes One of the largest merchant iron ore miners in India and one of the largest producers and exporters of merchant pig iron in India Asset Highlights Karnataka Iron ore mines with R&R of 75 million tonnes and life of 9 years Goa Iron Ore mines; R&R of 55.7 million tonnes and mines life of 18 years Value-added business: 3 blast furnaces (0.96 MTPA), 2 coke oven batteries (0.52 MTPA) and 2 power plants (65 MW) WCL mine R&R: 249 million tonnes Coke-Vazare: One merchant coke plant of capacity 0.1 MTPA Application Areas Essential for steel making Used in construction, infrastructure and automotive sectors EBITDA ` 1,676 crore Production Volume Pig iron 831 kt 5.6 million DMT highest annual saleable ore production Iron Ore Karnataka EBITDA ` 225 crore Iron Ore Business Business ESL Steel Business FACOR 145 KTPA charge chrome/ferro chrome capacity with 100 MW power plant; 290 KTPA chrome ore mining capacity Asset Highlights Osthpal mines have 240 KTPA mining capacity 45 MVA Charge chrome plant of 80 KTPA, 33 MVA Charge chrome plant of 65 KTPA and captive power plant of 100 MW Application Areas Used for making stainless steel, carbon steel, ball‑bearing steels, tool steels and other alloy steels EBITDA ` 115 crore Production Volume 80 kt Ferro Alloys Corporation Ltd Business COPPER One of the largest copper production capacity in India Asset Highlights Tuticorin smelter and refinery are currently not operational Tuticorin Smelter Capacity: 400 KTPA Silvassa Refinery Capacity: 216 KTPA Production Volume 141 kt Cathode Copper India Business Production Volume Steel 1,386 kt Application Areas Used for making cables, transformers, castings, motors and alloy-based products VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Asset Overview 14 15 OUR INVESTMENT CASE BUILT ON A SOLID, VALUE-ACCRETIVE FOUNDATION The Indian economy is poised for robust growth, which alongside the emphasis on digitalisation and greener economy is set to boost the demand for metals and minerals. Vedanta, being the country’s largest and most diversified natural resources company, will play a pivotal role in this transformative journey. We have large scale, cost‑efficient and highly-productive operations, coupled with a solid financial foundation and strategic, forward-thinking investments. These alongside our commitment to sustainability and innovation, ensure that we have all the essential building blocks to address the nation’s evolving needs and create value for all stakeholders. Strengths powering our long-term success World-class natural resources powerhouse with low cost, long-life and diversified asset base Well-placed to contribute to and capitalise on India’s growth and benefit through the cycle with an attractive commodity mix Proven track record of operational excellence with high productivity and consistent utilisation rates Focussed on digitalisation and innovation to drive efficiency and resilience Disciplined capital allocation framework with emphasis on superior and consistent shareholder returns Robust financial profile with strong ROCE, increasing EBITDA and a stronger balance sheet Committed to ESG leadership in the natural resources sector VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW Our Investment Case FINANCIAL STATEMENT STATUTORY REPORTS 16 17 Indian economy, on the back of significant infrastructure investment and the government’s focus on manufacturing and urbanisation, is growing rapidly. This alongside the emphasis on a green economy, electronics and digitalisation is likely to push the per capita metal consumption, presently below the global average. Expectation of healthy economic growth at 8.6% CAGR during 2022-2030 augurs well for the minerals demand. Vedanta has an extensive and diversified asset portfolio, which is characterised by global cost leadership in several core businesses enabling superior margins and free cash flow generation across the commodity cycle. With ongoing investments in capacity creation and efforts for structural cost reduction and operational efficiency, we continue to reinforce our cost competitiveness. Our robust commodity mix, focussed on base metals and oil, that have strong fundamentals and robust demand further gives resilience to our business. Vedanta’s operations, being primarily India-focussed, are poised to benefit from the economic momentum. The following advantages position us uniquely in this market: Leadership position as India’s largest base metals and oil (private sector) producer Extensive and scalable portfolio of commodities aligned with the nation’s needs Expert team with extensive Indian market experience, including project execution and fulfilling demand Iron and Steel Power 13 MTPA Iron Ore Mines: Karnataka Mines Goa Mines WCL 1,980 MW TSPL 600 MW JSG IPP Copper 216 KTPA Silvassa Refinery 400 KTPA Tuticorin Aluminium Oil and Gas 1.8 MTPA Jharsuguda Smelter 0.6 MTPA BALCO Smelter Total Acreage: Footprint > 60,000 square km Demand 2023-2030 CAGR Aluminium Global Demand India Demand Zinc Oil & Gas Iron Ore Finished Steel Copper Nickel 2% 1.7 0.9 0.5 1.3 8.7 4.0 1.7 4.6 27.8 10.7 4.7 3.9 9% 7.5% 1.9% 4.2% 1.3% 4.5% 0.1% 5.2% 0.8% 8.5% 3.1% 6% 5.4% Source: Wood Mackenzie, IHS Markit, OPEC World Oil Outlook 2023 Note: All commodities demand correspond to primary demand; figures are for 2023 Aluminium consumption (Kg/capita) Copper consumption (Kg/capita) Zinc consumption (Kg/capita) Oil consumption (boe/capita) India India India India Global Global Global Global China China China China World-class natural resources powerhouse with low cost, long-life and diversified asset base Well-placed to contribute to and capitalise on India’s growth and benefit through the cycle with an attractive commodity mix Vedanta continued its strong growth momentum and witnessed steady volume augmentation and cost reduction across key businesses, with aluminium and Zinc, Steel, Iron Ore, Pig Iron, Ferrochrome businesses delivering record performance. Aluminium Cost (US$/t) Zinc India Cost (US$/t) 1QFY23 2,653 2Q(Δ) (224) 3Q(Δ) (280) 4Q(Δ) (90) 1Q(Δ) (127) 2Q(Δ) (118) 3Q(Δ) (79) 4Q(Δ) (24) 4QFY24 1,711 3QFY23 4Q(Δ) 1Q(Δ) 2Q(Δ) 3Q(Δ) 4Q(Δ) 4QFY24 1,293 (79) (20) (57) (42) (44) 1,051 Asset Base Cost Position 3.5 MTPA Lanjigarh Refinery 5.5 GW Captive Power 3.6 MPTA Coal mines Zinc-Lead-Silver HZL 1,123 KTPA Smelter Capacity 456 million tonnes Mine R&R 587 MW Captive Power Zinc International 325 KTPA MIC BMM and Gamsberg Mine R&R: Gross 2P reserves and 2C resources of 1,376 Mmboe Primary Oil fields: Mangala, Ravva, Cambay, KG - On/Offshore 1 MTPA Pig Iron Capacity 1.5 MTPA Steel Capacity 150 KTPA FACOR Capacity 1,200 MW Athena 1,000 MW Meenakshi VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our Investment Case 18 19 We have a track record of consistently delivering phenomenal production growth across our assets. We ensure this through our disciplined approach to development, ensuring * All commodity and power capacities rebased to copper equivalent capacity (defined as production x commodity price/copper price) using average commodity prices for FY 2023-24. Power rebased using FY 2023-24 realisations, Copper custom smelting production rebased at TC/RC for FY 2023-24, Iron ore volumes refer to sales with prices rebased at realised prices for FY 2023-24 India Growth Potential 4.1 2,400 1.4 36 7.5 4,000 1.5 40 GDP (Real) (US$ trillion) Per capita income (Real) (US$) Population (billion) Urbanisation (%) 2023 2023 2023 2023 2030 2030 2030 2030 India mineral reserves ranking globally Source - IHS Markit Source: USGS Mineral Commodity Summaries 2022, OPEC Annual Statistical Bulletin 2023 9% CAGR 7.7% CAGR 0.8% CAGR 3.8% CAGR 7th Zinc Reserves: 7.4 million tonnes 8th Iron ore Reserves: 5.5 billion tonnes 9th bauxite Reserves: 660 million tonnes Oil Reserves: 4.4 billion barrel Total Production Copper Equivalent (kt) 1,800 FY2004 FY2005 FY2006 FY2007 FY2008 FY2009 FY2010 FY2011 FY2012 FY2013 FY2014 FY2015 FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 1,600 1,400 1,200 1,000 800 600 400 200 0 10x or ~13% CAGR Production Growth against India’s GDP of 7% Zinc-Lead Silver Copper Aluminium Steel Power Iron Ore Oil & Gas Focussed on digitalisation and innovation to drive efficiency and resilience Proven track record of operational excellence with high productivity and consistent utilisation rates steady production growth across operations while prioritising efficiency and cost savings. We further leverage our management team’s extensive sectoral and global experience alongside investments in digitalisation, automation and vertical integration, to operate efficiently and responsibly. Vedanta has been at the forefront of digitalisation, adopting a digital-first culture that ensures sustained technology innovation and digital literacy of the entire workforce. Enabled by this, we have successfully implemented an organisation-wide digital transformation. This includes ongoing investments in advanced Industry 4.0 technologies like deploying Digital Twin and Advanced Process Control, to enhance operational efficiency. We are among the few companies to deploy cutting- edge digitalisation at mines, which ensures highly efficient and safe remote operations. We further collaborate with established startups and partners to implement cutting-edge digital solutions. These efforts have contributed to volume gains and cost optimisation, contributing to EBITDA improvement. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our Investment Case 20 21 Our robust capital allocation policy supports achieving our long-term growth and optimal shareholder returns objectives. The policy aligns three key areas of capital expenditure, dividend policy and selective inorganic growth. Guided by consistent, disciplined and balanced capital allocation, it ensures long-term balance sheet integrity, optimal leverage management and maximisation of total shareholder returns. It is a result of this, Vedanta has been able to commit substantial capex investment and pay high dividends to shareholders, without stressing the balance sheet. We have a proven track record of delivering consistent growth across all financial parameters, driven by sustained investment in new capacities and operational efficiencies, which have strengthened our financial foundation. In FY 2023-24, despite market volatilities, we maintained a resilient performance: Revenues of ` 1,41,793 crore and EBITDA of ` 36,455 crore Strong ROCE of ~23% Ensured commitment to deleveraging despite significant capex Strong and robust FCF (Post Capex) of ` 11,427 crore Cash and liquid investments of ` 15,421 crore Interim dividend of ` 18,572 crore paid Disciplined capital allocation framework with emphasis on superior and consistent shareholder returns Robust financial profile with strong ROCE, increasing EBITDA and a stronger balance sheet Aiming to spend US$ 5 billion in the next decade targeting to reduce absolute emissions by 25% by 2030 (from the 2021 baseline) and eventually progress towards Net Carbon neutrality by 2050. Towards this, we have set goals to have 2.5 GW of RE RTC (838 MW under construction) by 2030 and decarbonising 100% of our Light Motor Vehicle (LMV) fleet by 2030 and 75% of our mining fleet by 2035. We further continue to take measures like promoting operational efficiency, changing fuel mix and exploring the potential for green product development. Making steady progress across various other ESG targets including water positivity (currently 0.7x) by 2030, uplifting 100 million (currently 17.4 million) women and children, empowering 100 million families (currently 1.4 million) with enhanced skill sets Ensuring a diverse and inclusive workplace, with 20% women representation and 36 members from the transgender community Enhancing workplace safety with the implementation of critical risk management across the business Maintaining transparent and complete disclosures, beyond regulatory, by aligning with international frameworks and standards like GRI, TCFD etc. Committed to ESG leadership in the natural resources sector Capital Allocation Mergers & Acquisition Dividend Capital VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our Investment Case 22 23 MESSAGE FROM THE CHAIRMAN INVESTING IN A BETTER TOMORROW In today’s ever‑evolving world, where transformation is key, we understand the imperative to continuously transform for good and invest in tomorrow to outperform The commissioning of Train 1 at Lanjigarh refinery, adding 1.5 MTPA of capacity, marks a significant milestone, and other projects are steadily progressing. DEAR STAKEHOLDERS, It’s with immense pride that I reflect on another remarkable year in Vedanta’s evolution as a world-class Indian multinational. As we embark on the next stage of our multi-year growth trajectory, aimed at unleashing value for all stakeholders, I extend my deepest gratitude to each of you. You are the pillars of our success, propelling us towards building a futuristic organisation rooted in India’s progress. In today’s ever-evolving world, where transformation is key, we understand the imperative to continuously transform for good and invest in tomorrow to outperform. Join me as I unveil our vision for the next phase of growth, building a Stronger Vedanta – a value-focussed, future-ready, and purpose-driven institution that will stand the test of time. Vedanta for a progressive India India, under the leadership of a visionary government, is on an expressway of progress. The optimism surrounding the Indian economy is unparalleled, fuelled by robust manufacturing activity, thriving private consumption and commendable strides in infrastructure development. The buoyancy observed in the stock markets and the influx of foreign direct investments solidify India’s rise as a global power and a critical long-term market. The estimated GDP growth of ~8.2% in FY 2023-24 supports the narrative of India’s flourishing growth trajectory. Going by the prevailing macro indicators, India’s growth momentum is poised to further accelerate in the years ahead. The government’s manufacturing and infrastructure push and aggressive investments in the green economy are catalysing a new era of progress and development for the country. International Monetary Fund forecasts the Indian economy to grow the fastest and ascend to the world’s third-largest economy position by 2027, with GDP expanding at a projected CAGR of ~7% during 2023-2030. The dream of witnessing India enter a golden era once again is within reach. As the economic growth engine gathers steam, the demand for commodities is set to surge. Equipped with a unique portfolio, ranging from oil and gas to essential metals, Vedanta is strategically positioned to seize the momentum, while aiding the nation’s goal of reaching a US$ 30 trillion developed economy by 2047 and achieving self-reliance. Our recent foray into Electronics and display business exemplifies our commitment to India’s vision of self-sufficiency in chip-making. This exciting venture opens doors to the thriving Indian electronics market, predicted to grow at a staggering 43% CAGR between 2023 and 2026, reaching a monumental US$ 300 billion. Looking ahead, our unwavering commitment to substantial capex projects worth US$ 6 billion for expanding our capacities across the businesses and achieving vertical integration in Aluminium business will be a cornerstone of our future growth. The commissioning of Train 1 at Lanjigarh refinery, adding 1.5 MTPA of capacity, marks a significant milestone. Other projects Aluminium, Zinc India, Iron and Steel and Ferrochrome businesses are steadily progressing. We are on track to produce 90% value‑added aluminium products and alloys and securing 100% captive alumina, bauxite and coal supplies along with 3 MTPA aluminium. Furthermore, we are actively pursuing various strategic initiatives to unlock the immense value within our diversified conglomerate, positioning ourselves for continued success in evolving market landscapes. Unleashing value through demerger As a visionary organisation, Vedanta has always changed for the better. Having built a US$ 50 billion diversified conglomerate over four decades, we now aim to propel our journey with the proposed demerger of business into six independent, pure-play companies. This strategic move will simplify the corporate structure, unlock greater value and attract targeted investment for the expansion and growth of each business. The demerger will be a simple vertical split, with shareholders receiving one share in each demerged listed company for every share of Vedanta Limited they hold. Each entity will have Anil Agarwal Chairman VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Message from the Chairman 24 25 greater freedom to grow to its potential, led by independent management, capital allocation and niche strategies as per their customers, investment, and end markets. Our goal is to see each entity replicate the success of today’s Vedanta Limited. Strategic finance management We are committed to financial prudence and fortifying our capital management framework to proactively meet the expectations of our investor community. I would like to bring your attention to the significant progress our holding company Vedanta Resources has made in reducing debt, having deleveraged by US$ 3.7 billion in last two years against our commitment of US$ 4 billion in three years. Thanks to your overwhelming support, Vedanta Resources also successfully restructured its outstanding bonds totalling US$ 3.2 billion, extending their maturity up to FY 2028-29 and easing off the liquidity pressure. This newfound liquidity flexibility allows us to channel cash flows to important capex projects. Furthermore, we expect Our water positivity ratio improved to 0.7 during the fiscal, with 2.7% reduction in freshwater consumption. In our commitment to diversity, equity and inclusion, women’s representation improved to 20% in FY 2023-24, enabled by programmes to place them in STEM and leadership roles. We are proud to have expanded our definition of diversity beyond gender, with more than 36 members from the transgender community now part of the Vedanta team. A revolutionary parenthood policy was introduced for women and LGBTQIA+ employees to emphasise that parenthood is not a challenge for professional life but a transformative phase. The policy allows options for maternity leave, work from home, flexible working hours and even a 12-month sabbatical with job security. As you are aware, we follow extremely focussed CSR policies as part of our community support programme. During the year, our efforts benefited nearly 17.4 million women and children the monetisation of our steel and raw materials business, to be completed in the first half of FY 2024-25. These decisive moves demonstrate our commitment to a debt-free and value‑accretive future for our stakeholders. Performance In FY 2023-24, India stood out globally as a market characterised by both growth and stability. Our team, backed by strong leadership, did a commendable job in capturing the opportunity, despite commodity prices exhibiting mixed performance, influenced by global market dynamics and sector-specific demand trends. Through a sharp focus on operational performance, strategic investments and commitment to innovation and sustainability, we achieved significant success. Our financial report reflects this, with revenues reaching ` 1,41,793 crore and EBITDA at ` 36,455 crore. Notably, we also generated a healthy free cash flow (post capex) of ` 11,427 crore, indicating the strength of operations. across India. The second edition of the Vedanta Delhi Half Marathon set yet another milestone, as a record 35,000+ participants ran in support of the #RunForZeroHunger cause, raising 5 million meals for children in the process. This is a true example of the immense power of participative sport to bring together people from all walks of life for fun, fitness and, most importantly, a cause. Ethics, good governance and transparency are core to Vedanta’s business values and integral to its ESG philosophy. During the year, we continued our track record of paying one of the highest dividends (` 50 in FY 2023-24) and being among the top taxpayers in India (` 54,402 crore in FY 2023-24). We also made considerable efforts towards enhancing transparency – a testament to our commitment to responsible practices. This is evident in Vedanta’s alignment with multiple global frameworks and publication of disclosures beyond statutory requirements. Investing in ESG for a sustainable future As a responsible corporate committed to sustainable development, ESG remains central to Vedanta’s growth plans and investments. Our efforts continued to yield tangible outcomes during the year under review. I am thrilled to announce some big wins in the S&P Global Corporate Sustainability Assessment 2023. Vedanta and Hindustan Zinc Limited (HZL) secured the third and first positions respectively in the metal and mining sector, becoming the only two Indian companies in the top 10. Additionally, Vedanta Aluminium took the top spot in its aluminium peer group. The accomplishment reflects Vedanta’s unwavering commitment to sustainable business practices and responsible corporate citizenship, led by our Transforming for Good ESG strategy. Vedanta’s exceptional progress on various ESG goals during the year was witnessed in other milestone achievements. Advancing towards net zero, we have begun construction for 838 MW of renewable energy round‑the-clock (RE RTC). We have rolled out industry-leading policies, such as an EV purchase policy for all our employees, and all our business units have plans in place to ensure 100% light mobility vehicle electrification by 2030. Jharsuguda unit and HZL have also begun trials for the electrification of heavy mobility and other vehicles from the mining fleet. On a steady path to progress As we move ahead, we will endeavour to continue pursuing the path of steady and progressive performance, which we have stayed consistently on through the years. While we can look back with pride on our accomplishments and initiatives, it is the future that we are more excited about. FY 2024-25 will be a transformative year for Vedanta on many fronts. The expected completion of most expansion projects and the focus on disciplined growth, operational excellence and exploring opportunities along the value chain, position us for greater success on all fronts including volumes, revenue, cost efficiency and bottom line. Beyond that, we have set targets that reflect our pursuit of sustainable growth and further improving our balance sheet integrity. We seek to further deleverage Vedanta Resources by US$ 3 billion over the next three years. Our team is energised and the fundamentals supporting the sectors in which we operate remain robust, providing an optimistic outlook. We believe that the key growth projects that are on the horizon, along with the expected acceleration in commodity prices, will drive future profitability. On behalf of the entire Board, I extend my heartfelt gratitude to all the stakeholders for their continuous support, the driving force behind our success. Vedanta remains committed to executing strategic priorities to create long-term value for all. Best regards Anil Agarwal Chairman Over the past two years, we have deleveraged Vedanta Resources by US$ 3.7 billion against our commitment of US$ 4 billion in three years. During the year, we continued our track record of distributing one of the highest dividend and being on the highest taxpayers in India (`54,402 crore) in FY 2023‑24). EBITDA ` 36,455 crore REVENUE `1,41,793 crore VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Message from the Chairman 26 27 MANAGEMENT SPEAK UNLOCKING SUSTAINABLE GROWTH Arun Misra Executive Director Ajay Goel Chief Financial Officer Vedanta delivered an outstanding performance in FY 2023‑24. We achieved record production across key businesses led by a consistent focus on operational excellence. Financial results were equally impressive with the second-best annual revenue and EBITDA, and strong margins even in a challenging commodity market led by cost optimisation efforts. The year also saw us complete various capex projects, embark upon strategic initiatives and advance sustainability efforts. Headed into the future, Vedanta is on a stronger footing, ready to seize new opportunities and secure predictable long-term growth, aligned with the interests of the nation and the stakeholders. Amidst dynamic markets, Vedanta delivered outstanding financial results driven by a commitment to operational excellence, continued cost optimisation, disciplined capital allocation and liabilities management. These efforts fuelled growth and margin expansion while fortifying our financial framework, business resilience and long-term sustainability. we remain on track to meeting our priorities of delivery, deleveraging and demerger in FY 2024-25 to maximise growth, profitability and value creation for stakeholders. FY 2023-24 was marked by headwinds in commodities demand and prices. How did Vedanta navigate the challenges to ensure meeting the demand while maintaining stability? Reflecting on the strong performance delivered in FY 2023-24, could you provide an overview of Vedanta’s achievements and milestones during the period? becoming the third-largest Silver producer globally. Sustained cost reduction efforts over five consecutive quarters led to a US$ 242 per tonne decline in COP to US$ 1,051 per tonne in Q4 FY 2023-24. The average COP for FY 2023-24 was US$ 1,117 per tonne, resulting in a segmental EBITDA of ` 13,562 crore. Zinc International faced the challenge of lower ore mining, recording a mined metal production of 208 kt, including 147 kt at the Gamsberg mine and 61 kt at BMM. The Oil & Gas business produced 128 Kboepd with an OPEX of US$ 13.9/boe. A significant development was the submission of the country’s first field development plan for the OALP field Jaya. The iron ore Karnataka (IOK) mines achieved highest-ever annual sales of 5.9 million tonnes, a 19% increase over the previous year due to improvement in logistics efficiency. Pig iron production was highest-ever at 831 kt, growing by 19%. We also operationalised the 3 MTPA Bicholim mine in Goa, marking the commencement of the first mining operation in the region in nearly six years. FACOR recorded the highest‑ever Ferrochrome production of 80 kt, an increase of 18% over the previous year. Copper business production stood at 141 kt with contributions from India and Fujairah. Our power plants sold 13,443 million units of electricity, becoming one of the largest commercial power suppliers to the national grid. ESL Steel achieved its highest-ever saleable production and dispatches at 1.39 million tonnes each, a growth of 8% and 11% respectively. The business consumed the highest-ever captive iron ore from its fully ramped-up iron ore mines acquired last year. The strong all-round operational performance resulted in second-ever highest revenue from operations and EBITDA of ` 1,41,793 crore and ` 36,455 crore respectively. Cost efficiency measures, particularly in the Zinc and Aluminium businesses, helped mitigate the impact of weak commodity prices, bolstering EBITDA margins by 240 basis points to 30%. RoCE also increased by 240 basis points to 23%. PAT was lower 22% to ` 11,254 crore driven by one time MAT write off. The performance reflects our adeptness in navigating headwinds and capitalising on growth opportunities. Vedanta delivered an excellent set of performances in FY 2023-24, despite the volatility in the commodity markets. We maintained our leadership position in cost of production while expanding volume across businesses. The Aluminium and Zinc businesses remained among the lowest‑cost producers globally with first-quartile and first‑decile positions in their respective global cost curves. Coming to individual performances, the Aluminium business delivered the highest-ever metal production of 2,370 kt, a growth of 3% over the previous year. Seven consecutive quarters of aggressive cost reduction drove down the cost of production (COP) by US$ 942 per tonne to US$ 1,711 per tonne in Q4 FY 2023-24. The average COP for the year stood at US$ 1,796 per tonne, resulting in a 67% growth in the Aluminium segment EBITDA of ` 9,657 crore for FY 2023-24. Zinc India delivered outstanding all-round performance. It recorded an all-time high annual mined metal production of 1,079 tonnes, a 2% increase over the previous year. Silver production was highest-ever at 746 tonnes, up 5% over the previous year. This translated into a feat of Hindustan Zinc The Indian economy demonstrated resilience in FY 2023-24, emerging as a major growth contributor amidst global uncertainty. Substantial investments in physical and digital infrastructure, alongside the emphasis on manufacturing and capital expenditure, shaped the nation’s growth narrative. As for the commodities market, FY 2023-24 was dynamic. Demand for commodities like aluminium, zinc and iron ore was robust. Prices though experienced volatility influenced by global dynamics, geopolitical developments and sector‑specific demand patterns. The average LME prices of aluminium and zinc fell by 11% and 25% year-on-year. Vedanta stood firm, supported by a portfolio aligned with the nation’s growth and infrastructure development needs while adapting to market shifts with agility. Our sharp focus on operational excellence and commitment to cost leadership allowed us to navigate commodity price fluctuations. Through continuous optimisation of production processes, strategic sourcing and adaptability, we significantly reduced our costs. This ensured strong margins alongside consistent delivery of high-quality products to customers. The teams also did a fantastic job in meeting the rising commodity demand, resulting in robust operational performance and surplus cash generation across businesses. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Management Speak 28 29 Vedanta is committed to maximising value creation for its stakeholders. Can you share how the Company delivered on this objective in FY 2023-24? What specific measures were taken to strengthen the cost leadership position in Aluminium and generate 1,000 US$/t of EBITDA margin? This strategic move not only enhances the current bond structure of Vedanta Resources but also offers attractive terms for our bondholders. The initiative comes in addition to the balance sheet deleveraging by over US$ 3.7 billion in the last two years which brought down debt to US$ 6 billion as of 31 March 2024. surfactant flood. Phase 1 is on track, with incremental production expected in Q1 FY 2024-25. For FY 2024-25, we plan to execute a 10-well exploration campaign in Assam and mobilise rigs to our east and west coast assets for multi-year drilling programmes. The power business is synchronising Unit 1 of the 150 MW Meenakshi Power Plant, which alongside securing financing for Athena takes us a step closer to delivering on our goal of supplying ~5 GW of commercial power within the next two years. The iron ore business is poised for a production ramp-up to 12 MTPA, complemented by 1 MTPA of value-added business (VAB). This comes with the recent commissioning of Bicholim mines of 3 MTPA capacity, securing environment clearance for expanding IOK to 7.2 MTPA and efforts to ramp-up in Liberia operations from 1 MTPA to 2.5 MTPA. The steel business is on track to expand capacity to 3.5 MTPA in FY 2024-25. Steel and VAB expansion, together will enable us to produce 4.5 MTPA of steel and pig iron in our facilities. In FACOR, the Board has approved a capex of ` 2,650 crore for expanding ferrochrome capacity from 150 KTPA to 450 KTPA, which will make us India’s largest ferrochrome producer by FY 2026-27. A capex of US$ 1.9 billion is envisaged for these efforts in the upcoming fiscal year, which will position Vedanta for a successful future. Vedanta has consistently demonstrated its ability to create value for all stakeholders. Through our ongoing efforts to foster strong relationships across the ecosystem, we ensure operational stability and resilience. This strengthens our financial position and drives long-term sustainable growth. Consistent with the commitment to declared attractive returns to shareholders, Vedanta declared one of the highest dividends at ` 29.5 per share in FY 2023-24, representing a healthy 11% yield. Our 5-year average dividend yield stood at ~17%, ~10x that of NIFTY 50 companies. We also take pride in creating value for all other stakeholders. Our contribution of ~` 54,402 crore to the national exchequer, was instrumental in supporting vital government projects and thus national development. In our community-building effort, we invested over ` 438 crore in various educational, healthcare and infrastructure development projects. Supplier and buyer partners were supported by ensuring ethical business practices, timely payments and fair pricing, ultimately benefiting our entire supply chain. The Board approved the demerger of Vedanta Limited. into six independent pure-play companies. How does this strategic move align with the Company’s broader strategy and what is the anticipated completion timeline? Aluminium business is the cornerstone of our growth story, and as we advance through FY 2024‑25, Vedanta Aluminium is on a transformative trajectory with the completion of key growth projects aimed at driving all-round performance. These include the ongoing 1 MTPA expansion at BALCO that will expand total smelting capacity to 3 MTPA, positioning us among the top 3 producers globally ex-China. We expect its commissioning in H2 FY 2024-25. At Lanjigarh, the commissioning of 1.5 MTPA Train-I has increased refining capacity to 3.5 MTPA, with Train-II of another 1.5 MTPA capacity scheduled for Q2 FY 2024-25. A debottlenecking exercise is underway to achieve 6 MTPA alumina refinery capacity by FY 2025-26. Mining operations are being reinforced to secure low‑cost raw materials. The development of the 9 MTPA Sijimali bauxite mine is progressing well, with the initial production expected in Q3 FY 2024-25. For coal, Jamkhani mine is producing at 100% of weighted capacity, and Kurloi, Ghogharpalli and Radhikapur mines are poised for commissioning within the next 9 -12 months. Downstream, we are scaling up value-added products (VAP) capacity at Jharsuguda and BALCO from 1.4 MTPA to 2.6 MTPA, increasing its share from 60% to 90%. Rolled product capacity is also being increased from 44,000 TPA to 1,00,000 TPA. These strategic initiatives in volume growth, backward integration and value addition are poised to revolutionise our cost structure. We anticipate an multi-fold increase in our EBITDA margin and at 3 MTPA capacity, the Aluminium business would alone generate more than US$ 4 billion EBITDA. As a growth-focussed organisation, Vedanta remains committed to disciplined capital allocation to achieve sustainable growth and value creation for all stakeholders. In addition to capex programmes in the aluminium business, we are undertaking various other volume expansion and vertical integration projects. Together, ` 12,267 crore (US$ 1.4 billion) was invested in these efforts, supplementing the ` 10,271 crore (US$ 1.2 billion) spent in the previous year. All ongoing projects are progressing as per schedule. Zinc India, following the successful commissioning of the Fumer plant and the mill revamping, is progressing on track with the 160 KTPA Roaster Plant and 510 KTPA fertiliser plant. Gamsberg Phase 2 project, aimed to expand the MIC capacity to 500 KTPA, has achieved nearly 60% completion. The Oil & Gas business aims to halt and reverse production decline through new recovery technologies, drilling additional infill wells, extending polymer-flood EOR schemes and Can you provide details on the Company’s capital expenditure for FY 2023-24, including the progress of expansion and debottlenecking programmes? How much is the projected capital expenditure for the next fiscal? Vedanta’s strategic demerger plan is set to be a transformative step, designed to achieve multiple objectives. One, it will create six distinct world- class companies, each with leading cost positions in their respective sectors and markets. Each of these would be poised to capitalise on its unique strengths and market position through focussed strategies and capital allocations. Two, it will improve liquidity and capital growth, as independent capital structures will facilitate attracting direct investments. Three, it will give global and Indian investors the potential to invest in their preferred vertical, thereby attracting significant investments into the expansion and growth of each of the businesses. Four, it will enable greater management autonomy as the businesses transition from centralised to independent management. Together, these initiatives set the stage for sustainable growth and long-term stakeholder value. As of 31 March 2024, we have obtained a No-Objection Certificate (NOC) from the stock exchange and are awaiting SEBI’s NOC. Discussions with creditors for debt allocations are ongoing. Following these, the scheme will be submitted to NCLT for further processing. Vedanta demerger: Creation of six streamlined pure-play entities with an ‘asset owner’ driven model Vedanta Limited: Retaining a 65% stake in Hindustan Zinc and nurturing/incubating businesses like FACOR, Nicomet, display and semiconductors to focus on emerging opportunities and value creation. Vedanta Aluminium: This entity will retain the Lanjigarh refinery, Jharsuguda smelter, BALCO (51% stake) and all associated captive power plants, ensuring robust energy security and operational efficiency. Vedanta Oil and Gas: Leveraging Cairn’s established expertise, this business will continue to be a cornerstone of our resource portfolio. Vedanta Base Metals: This will encompass Zinc International, downstream copper business, and our recent expansions in Saudi Arabia and Fujairah, reflecting our commitment to global growth and diversification. Vedanta Steel and Ferrous Metals: This entity, comprising assets in Karnataka, Goa, Electrosteel and Liberia, will drive innovation and efficiency in the ferrous metals space. Vedanta Power: This entity will house our substantial 5 GW commercial power capacity, laying the foundation for a resilient and scalable energy portfolio. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Management Speak 30 31 These efforts are paying off with global recognitions. Vedanta was ranked 3rd in the S&P Global Corporate Sustainability Assessment 2023, surpassing previous benchmarks. Our subsidiary HZL was ranked 1st in the metals and mining peer group and Vedanta Aluminium was ranked 1st among global aluminium peers. During the year, Vedanta Resources the parent company of Vedanta Limited, completed its liability management exercise. How did this impact the Company’s ability to handle existing debt obligations and strengthen its long-term resilience? How do you perceive the industry scenario in the near term? How is Vedanta future-ready in response to these dynamics? The liability management exercise conducted by Vedanta Resources aimed at optimising the overall debt structure. This involved extending the maturities of three bonds due in January 2024, August 2024, and March 2025 to beyond 2027. An overwhelming 97% of bondholders consented to this move, reflecting our strong financial position and the trust of our stakeholders. This strategic move not only enhances the current bond structure of Vedanta Resources but also offers attractive terms for our bondholders. The initiative comes in addition to the balance sheet deleveraging by over ~US$ 3.7 billion in the last two years which brought down debt to US$ 6 billion as of 31 March 2024. Together, these substantially strengthens our liquidity position and long-term resilience, providing us with greater headroom for managing existing debt and creating a more sustainable capital structure for future growth. What milestones has Vedanta achieved in its sustainability journey, and what are the upcoming initiatives in this area? Vedanta is committed to ‘doing business with purpose’, aligning our goals with India’s needs and emphasising environmental and social responsibility. Our sustainability framework focusses on three key areas: Transforming Communities, Transforming the Planet and Transforming the Workplace. FY 2023-24 was yet another milestone year in this journey, as we embarked on over 650 high-impact ESG initiatives. These efforts are paying off with global recognitions. Vedanta was ranked 3rd in the S&P Global Corporate Sustainability Assessment 2023, surpassing previous benchmarks. Our subsidiary HZL was ranked 1st in the metals and mining peer group and Vedanta Aluminium was ranked 1st among global aluminium peers. Transforming the planet: Decarbonisation is a top priority for us. We have envisaged investing US$ 5 billion over the next decade for decarbonisation activity. We aim to deploy 2.5 GW of round the clock renewable energy (RE) by 2030. As of FY 2023-24, we stand at 838 MW of RE round-the-clock projects under construction against RE power delivery agreements (PDAs) of 1,826 MW. The Indian economy is poised for rapid decadal growth, and commodities being a critical part of the industries’ value chain will witness sustained demand. Various positive indicators also hint at a potential rebound in the prices of commodities, including declining surplus, improved demand in China and restocking efforts. Sustainability and the related potential transition risks though remain an important look-out factor. Europe’s recent introduction of the Carbon Border Adjusted Mechanism (CBAM) underscores the importance of reducing carbon emissions from imported goods. While our exposure to this market is minimal, this development sets a precedent for what the future holds. Vedanta adopts a stance of cautious optimism, emphasising sustainability and growth to navigate evolving market dynamics. Our growth plans entail capacity expansion across businesses alongside the long-term objectives of vertical integration, operational excellence and deleveraging. These are poised to enhance our resilience and future readiness. At the same time, we remain focussed on making scalable efforts towards achieving ambitious ESG targets. We are innovating for a greener business model, targeting net water positivity by 2030 and net carbon neutrality by 2050 or sooner through investments in RE and energy transition projects. With a low cost and world-class assets across businesses, coupled with a strong financial position, commitment to ESG and expansion plans, we are well-positioned to capitalise from the strong demand trend and the ongoing upward trajectory of the pricing cycle. This aggressive growth strategy will help unlock our potential, significantly enhancing production capacity, and elevating overall performance, ultimately unlocking exceptional value for all of our stakeholders. Various water recycling and consumption optimisation efforts helped cumulatively saved 4.5 million m3 of freshwater since FY 2020-21. Five of our businesses are already water‑positive. Pledging to plant 7 million trees under the World Economic Forum’s movement, we have already reached 2 million by the end of FY 2023-24. We are pioneering sustainable logistics, exemplified by deploying several battery-operated electric vehicles in underground mining and HZL planning to induct 180 LNG vehicles. Transforming the workplace: Vedanta remains at the forefront of redefining mining operations through technological advancements and automation. These have contributed to safer and more efficient operations. Our workforce can now safely operate machinery remotely, kilometres under the ground. We are also redefining inclusivity with progressive practices. More than 20% of our workforce is women and we have achieved this, six years before the target year of 2030. Furthermore, we have inclusion policies for the LGBTQIA+ community and advanced parental leave policies. Transforming Communities: Vedanta’s philanthropic initiatives positively impacted over 50 million lives in FY 2023-24, focussing on childcare, nutrition, women’s empowerment, healthcare, skilling, sports and animal welfare. Our flagship project, Nand Ghar, is actively addressing issues of child malnutrition, education and healthcare and women empowerment through skill development in rural India. We have transformed more than 6,000 Anganwadis (or government-run child-day-care centres) in India, but our ambition is to transform all 1.4 million such centres across the country. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Management Speak 32 33 Problem Statement Boasting a massive resource base of Gamsberg mine, Ghamsberg Phase 2 presents a significant expansion opportunity. However, its ambitious scope necessitates careful coordination of various activities, including the expansion of mining operations, construction of a new concentrator plant, and the establishment of critical infrastructure like a new tailings dam, power transmission lines, and water reservoirs. Successfully navigating these complex logistical challenges will be crucial to unlocking the full potential of this large-scale mining project. Spearheading the transformative Gamsberg Phase 2 project, reflecting Vedanta’s commitment to sustainable mining and operational excellence. This initiative entails the expansion of Gamsberg’s mining capacity to double and the construction of a new Concentrator plant, reinforcing the Company’s dedication to advancing mineral processing capabilities while fostering economic growth and job creation. Enhancing Capacity and Economic Impact - Gamsberg Concentrator Phase 2 Business Growth Our Solution Conceptualised an EPC (Engineering, Procurement, and Construction) approach for the Phase 2 concentrator Initiated major long lead item orders, to be freely issued to the EPC Business Partner for erection and commissioning Undertaken construction of a new tailings dam, additional power infrastructure, and a water reservoir to meet increased demands Ensured completion of civil works in key process areas, facilitating the installation of equipment and structures Way Forward Continue equipment deliveries, targeting completion by first quarter of FY 2024-25 Advance construction progress with a specific focus on completing the wet TSF (Tailing Storage Facility) components Execute remaining construction phases, addressing the external water and power needs Monitor and address any unforeseen challenges in construction progress Progress Overall project completion 53% Engineering work completed 100% CAPEX incurred for the project US$ 466 million Procurement work has been done 96% Double the annual ore capacity of Gamsberg, from 4 MTPA to 8 MTPA Is set to achieve from this project 2,000-2,500 jobs Expected job creation during the construction 1,800 People employed including inhouse and business partners 200 kt of MiC (Mineral in Concentrate) Anticipated future annual production Project Impact 34 35 FINANCIAL STATEMENT STATUTORY REPORTS VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW Case Studies Problem Statement Primary Aluminium production is energy-intensive, necessitating a focus on reducing power consumption for sustainable practices. The Company faced the challenge of optimising energy efficiency in the smelting process to meet ESG commitments and enhance overall operational sustainability. Our Solution Conducted a detailed model of existing pots and busbar networks to identify potential opportunities for improvement Implemented copper inserts to diminish electrical resistivity and horizontal current components, enhancing overall conductivity Utilised existing assets with added insulation to maintain superior thermal balance and prevent electrolytic bath material infiltration Employed a unique cold sealant, distinguishing the lining design from other solutions in the market Way Forward Installed 150 pots with the lining design Commenced a comprehensive scale-up process, aiming to achieve full production capacity Vedanta Aluminium has achieved a groundbreaking advancement in the design of reduction cells (pots) at its Jharsuguda smelter. The patented “Vedanta lining design” significantly improves energy efficiency and extends the lifespan of smelting pots, aligning with the Company’s commitment to self‑reliant sustainable production and environmental, social, and governance (ESG) goals. Breakthrough in Reduction Cell Lining Design Business Growth Estimated power reduction target Annual GHG emission reduction target on full‑scale implement 250 kWh/t 0.432 million tCO2e Volume increment target on full-scale implementation Estimated cost savings target on full‑scale implement 16 kt US$ 19.9 million Targets 36 37 Case Studies FINANCIAL STATEMENT STATUTORY REPORTS CORPORATE OVERVIEW Integrated Report and Annual Accounts 2023-24 VEDANTA LIMITED Problem Statement Monetising the Jaya field faced challenges such as regulatory compliance, market volatility, and the need for technological adaptations. Efficiently navigating these hurdles was crucial for the Company to ensure timely and profitable returns on investment. Our Solution Commissioned a modular facility within 11 months, setting a global benchmark for drilling-to-production turnaround time Onboarded a rental facility contractor and gas buyer in December 2020 and January 2021 respectively Addressed delayed pipeline connectivity by commissioning a CNG facility at the Jaya site, allowing for innovative and immediate gas testing through truck-mounted CNG kits Initiated long-term testing by December 2022, utilising a first‑of‑its‑kind CNG cascade system for sales to nearby gas stations, minimising gas flaring and enabling simultaneous appraisal and monetisation Commenced sales via gas pipeline on 10 August 2023, enhancing production from the Jaya field Way Forward Continue enhancing production from the Jaya field, with sales through gas pipelines facilitating increased testing production Address ongoing challenges related to remote site access, regulatory compliance (DGH, MoPnG, PESO, CTO, PNGRB), and ensure seamless execution Cairn, a prominent player in the Oil and Gas industry, has set course to monetise Jaya field (OALP CB/ONHP/2017/2 block) to cater the nation’s energy demand. Overcoming regulatory, market, and technological challenges, Cairn aimed to transform the Jaya field’s potential into a lucrative revenue stream. Monetising the Jaya Field Business Growth January 2023 Production ~350 boe Sales through cascades August 2023 Production ~1,500 boe Sales through gas pipeline December 2023 Production 2,300 boe YME-01 well line up Progress VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW Case Studies 38 39 FINANCIAL STATEMENT STATUTORY REPORTS In adherence to its core safety philosophy “Safety First”, Hindustan Zinc has successfully trained India’s inaugural all-women mining rescue team. This groundbreaking initiative, a testament to the company’s commitment to Safety Development Goals, aims to achieve Zero Harm in mining operations. The seven- member rescue team underwent comprehensive training, including first aid, firefighting, and emergency response, aligning with the company’s focus on safety and sustainability. Impact Statement The creation of India’s first all-women mining rescue team addresses a crucial need for gender-inclusive safety measures in mining operations. This initiative pioneers diversity and contributes significantly to Hindustan Zinc’s overarching goal of achieving Zero Harm in its operational practices. Our Approach Established India’s first-ever all-women mining rescue team to bolster safety measures in mining operations Aligned the initiative with the Company’s Sustainability Development Goals, emphasising the commitment to Zero Harm Conducted base training at the RRRT centre at Rajpura Dariba Complex, followed by rigorous training at the Mine Rescue Station, Nagpur Covered key areas such as first aid, firefighting, mine emergency scenarios, self-rescue techniques, and emergency response in the training curriculum Way Forward Continue to strengthen the capabilities of the all-women mining rescue team through ongoing training and skill development Explore opportunities to replicate this pioneering initiative across other mining sites, fostering inclusivity and diversity in the mining sector Evaluate the effectiveness of the training programme through regular assessments and feedback sessions Actively promote the achievements of the all-women mining rescue team to inspire more women to join the mining industry People India’s First All-Women Mining Rescue Team: Pioneering Safety Initiatives FINANCIAL STATEMENT STATUTORY REPORTS VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW 40 41 Case Studies Vedanta is steadfast in its commitment to a cleaner, sustainable future. This commitment is clearly demonstrated through our proactive execution of renewable energy projects across the Group. We have entered into power delivery agreements for approximately 1,826 MW of Renewable Energy with Serentica Renewables. As we prepare for the commissioning of the inaugural phase in the first quarter of FY 2024-25, this initiative underscores our concerted efforts to increase the renewable energy mix, achieve our sustainability goals, and direct investments towards strategic priorities. Impact Statement This initiative is aimed at significantly increasing the company’s share of renewable energy and reducing carbon emissions. For Hindustan Zinc, this move is pivotal in achieving the company’s Science-Based Targets Initiative (SBTi) targets, thereby contributing to a sustainable and environmentally friendly operational model. Our Approach Accelerated the project timeline for using 1,826 MW of renewable energy Actively progressing with land acquisition and obtaining necessary statutory approvals Secured transmission connectivity to ensure seamless energy distribution Established partnerships with OEM, EPC, and vendor partners to ensure construction progress at the site We have planned for phased completion, starting from 1Q FY 2024-25 Way Forward We will continue the phased completion, ensuring that milestones are met for each stage of the project We plan to sign more Power Delivery Agreements under our commitment to using 2.5 GW of Round-The-Clock (RTC) renewable energy power We aim to achieve net-zero emissions by 2050, with the Board approving long-term captive renewable energy power delivery plans Environment Vedanta’s Commitment to a Sustainable Future Renewable power share increment target 20-25% GHG emission reduction target ~15-20 million tCO2e Targets VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW Case Studies 42 43 FINANCIAL STATEMENT STATUTORY REPORTS KEY PERFORMANCE INDICATORS SUSTAINING GROWTH AND VALUE CREATION WITH RESILIENCE GROWTH Revenue (` crore) FY 2022 FY 2023 FY 2024 1,31,192 1,45,404 1,41,793 FY 2022 FY 2023 FY 2024 45,319 35,241 36,455 FY 2022 FY 2023 FY 2024 21,715 18,077 11,427 FY 2022 FY 2023 FY 2024 30 21 23 FY 2022 FY 2023 FY 2024 39 28 30 FY 2022 FY 2023 FY 2024 0.5 1.3 1.5 FY 2022 FY 2023 FY 2024 15.0 8.2 4.8 Description: Revenue represents the value of goods sold and services provided to third parties during the year Commentary: In FY 2023-24, consolidated revenue was at C 1,41,793 crore compared with C 1,45,404 crore in FY 2022-23. This was primarily driven by lower output commodity prices primarily of zinc, aluminium and brent, partially offset by higher volume at Aluminium, Copper and Iron Ore business and rupee depreciation OTHER KEY FINANCIAL RATIOS Debtors turnover ratio* FY 2022 FY 2023 FY 2024 32.5 31.8 34.9 Description: The debtors’ turnover ratio is an accounting measure used to quantify a Company’s effectiveness in collecting its receivables. This is calculated as a ratio of revenue from operation to average trade receivables Commentary: The debtors turnover ratio was at 34.93 times EBITDA (` crore) Description: Earnings before interest, tax, depreciation and amortisation (EBITDA) is a factor of volume, prices and cost of production. This measure is calculated by adjusting operating profit for special items and adding depreciation and amortisation Commentary: EBITDA for FY 2023-24 was at C 36,455 crore, 3% higher Y-O-Y. This was mainly due to softening of input commodity prices coupled with strategic cost savings, one time arbitration award in Oil & Gas business and rupee depreciation which is partially offset by slip in commodity prices primarily of aluminium, zinc and brent and strategic hedging gain recognised in previous year FY 2022 FY 2023 FY 2024 7.1 7.5 7.5 Inventory turnover ratio Description: The inventory turnover ratio is an efficiency ratio that shows how effectively inventory is managed. This is calculated as a ratio of cost of goods sold to average inventory Commentary: The inventory turnover ratio for the Company was at 7.52 times in FY 2023-24 as compared to 7.51 times in FY 2022-23 FCF post-capex (` crore) Description: This represents net cash flow from operations after investing in growth projects. This measure ensures that profit generated by our assets is reflected by cash flow, in order to de-lever or maintain future growth or shareholder returns Commentary: We generated FCF of C 11,427 crore in FY 2023-24, driven by strong cash flow from operations and working capital release, partly offset by higher capex FY 2022 FY 2023 FY 2024 1.0 0.7 0.7 Current ratio Description: The current ratio is a liquidity ratio that measures a Company’s ability to pay short-term obligations or those due within one year. This is calculated as a ratio of Current Assets to Current Liabilities Commentary: The current ratio of the Company remained at 0.68 times Return on capital employed (ROCE) (%) Description: This is calculated on the basis of operating profit, before special items and net of tax outflow, as a ratio of average capital employed. The objective is to earn a post-tax return consistently above the weighted average cost of capital Commentary: Strong ROCE of c.23% in FY 2023-24 (FY 2022-23: 21%), primarily due to increase in EBIT FY 2022 FY 2023 FY 2024 0.6 1.3 1.7 Debt equity ratio Description: It is a financial ratio indicating the relative proportion of shareholders’ equity and debt used to finance a Company’s assets. This is calculated as a ratio of total external borrowing to total equity (share capital + reserves + minority) Commentary: The ratio has increased to 1.71 times in FY 2023-24 primarily due to an increase in gross debt from the increase in borrowings at THL Zinc Ventures and BALCO. Adjusted EBITDA margin (%) Description: Calculated as EBITDA margin excluding EBITDA and turnover from custom smelting of Copper business Commentary: Adjusted EBITDA margin for FY 2023-24 was 30% (FY 2022-23: 28%) FY 2022 FY 2023 FY 2024 28 17 18 Operating profit margin (%) Description: Operating profit margin is a profitability or performance ratio used to calculate the percentage of profit a Company produces from its operations. This is calculated as a ratio of operating profit (EBITDA less depreciation) to revenue from operations Commentary: The operating profit margin was higher in FY 2023-24 as compared to FY 2022-23, primarily due to higher EBITDA in the current year Net debt/EBITDA (consolidated) Description: This ratio represents the level of leverage of the Company. It represents the strength of the balance sheet of Vedanta Limited. Net debt is calculated in the manner as defined in Note 16 of the consolidated financial statements Commentary: Net debt/EBITDA ratio as of 31 March 2024 was at 1.5x, compared with 1.3x as on 31 March 2023 FY 2022 FY 2023 FY 2024 19 10 8 Net profit margin (%) Description: It is a measure of the profitability of the Company. This is calculated as a ratio of net profit (before exceptional items) to revenue from operations Commentary: The net profit margin was at 8% in FY 2023-24 as compared to 10% in FY 2022-23 Interest Cover Description: The ratio is a representation of the ability of the Company to service its debt. It is computed as a ratio of EBITDA divided by gross finance costs (including capitalised interest) less investment revenue Commentary: The interest cover for the Company was at c. 4.79 times, lower Y-O-Y on account of higher interest FY 2022 FY 2023 FY 2024 30 22 25 Return on Net Worth (%) Description: It is a measure of the profitability of the Company. This is calculated as a ratio of net profit (before exceptional items) to average net worth (share capital + reserves + minority) Commentary: The return on net worth was at 25% in FY 2023-24 as compared to 22% in FY 2022-23 *Excluding power business VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Key Performance Indicators 44 45 FY 2022 FY 2023 FY 2024 1.4 1.2 1.3 TRIFR Description: The total recordable injury frequency rate (TRIFR) is the number of fatalities, lost time injuries, and other injuries requiring treatment by a medical professional per million hours worked Commentary: This year, the TRIFR was 1.3. Safety remains the key focus across businesses FY 2022 FY 2023 FY 2024 11.5 14.2 20.0 Gender diversity (%) Description: The percentage of women in the total permanent employee workforce Commentary: We focus on diversity, equity and inclusion in the workplace. During the year, female employees made up 20% of the total workforce achieving our target six years ahead of schedule FY 2022 FY 2023 FY 2024 42.0 44.0 17.4 CSR footprint (million beneficiaries) Description: The total number of beneficiaries through our community development programmes across all our operations Commentary: We benefited 17.4 million people this year through our community development projects comprising community health, nutrition, education, water and sanitation, sustainable livelihood, women empowerment and bio-investment LONG-TERM VALUE Growth capex (` crore) FY 2022 FY 2023 FY 2024 5,659 10,271 12,267 Description: This represents the amount invested in our organic growth programme during the year Commentary: Our stated strategy is of disciplined capital allocation on high-return, low-risk projects. Capital expenditure on expansion during the year stood at C 12,267 crore FY 2022 FY 2023 FY 2024 52.0 28.4 21.4 EPS (before exceptional items) (`) Description: This represents the net profit attributable to equity shareholders and is stated before exceptional items and dividend distribution tax (net of tax and minority interest impacts) Commentary: In FY 2023-24, EPS before exceptional items was at C 21.40 per share FY 2022 FY 2023 FY 2024 45.0 101.5 29.5 Dividend (` per share) Description: Dividend per share is the total of the final dividend recommended by the Board in relation to the year, and the interim dividend paid out during the year Commentary: The Board has recommended a total interim dividend of C 29.50 per share this year compared with C 101.50 per share in the previous year FY 2022 FY 2023 FY 2024 448 460 456 FY 2022 FY 2023 FY 2024 671 659 662 FY 2022 FY 2023 FY 2024 1,151 1,156 1,376 Zinc India (million tonnes) Zinc International (million tonnes) Oil & Gas (Mmboe) Description: During the year, combined R&R were estimated to be 456 million tonnes, containing 30.8 million tonnes of zinc-lead metal and 854.3 million ounces of silver. Overall mine life continues to be more than 25 years Description: During the year, combined mineral resources and ore reserves estimated at 662 million tonnes, containing 34.8 million tonnes of metal Description: During FY 2023-24, the gross proved, and probable reserves and resources stood at 1,376 Mmboe Reserves and resources (R&R) Description: Reserves and resources are based on specified guidelines for each commodity and region. SUSTAINABILITY KPIs GHG Emissions (in tonnes of CO2) FY 2022 3.3 59.5 FY 2023 8.2 57.2 FY 2024 4.6 61.3 Description: Vedanta used Scope 1 and Scope 2 GHG emissions, measured in tonnes of CO2e to track its carbon footprint. We calculate and report Greenhouse Gas (GHG) inventory i.e. Scope 1 (process emissions and other direct emissions) and Scope 2 (purchased electricity) as defined under the World Business Council for Sustainable Development (WBCSD) and World Resource Institute (WRI) GHG Protocol Commentary: Our overall GHG emissions have increased marginally by 0.8% Y-O-Y Scope 2 HVLT (High Volume Low Toxicity) (million tonnes) Description: High Volume Low Toxicity (HVLT) waste is present in large quantities and is usually stored in tailings dams/ ash dyes or other secure landfill structures before being sent to other industries as raw materials. HVLT includes fly ash, bottom ash, slag, jarosite, and red mud Commentary: In FY 2023-24, we have achieved 92% recycling of our HVLT waste FY 2022 19.1 18.6 FY 2023 18.2 17.3 FY 2024 20.2 18.5 Generated Recycled Water consumed and recycled (million m3) Description: Water consumed is the portion of water used that is not returned to the source after being withdrawn. Recycled water or reclaimed water means treated or recycled wastewater commonly used for non-potable (not for drinking) purposes, such as agriculture, landscape, public parks, and golf course irrigation (million m3) Commentary: In FY 2023-24, we recycled 84 million m3 of water, equivalent to around 30% of consumed water FY 2022 280 86 FY 2023 266 78 FY 2024 280 85 Consumed Recycled Scope 1 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Key Performance Indicators 46 47 A RESILIENT MODEL FOR LONG-TERM VALUE CREATION VALUE CREATION MODEL Financial Capital Manufactured Capital Intellectual Capital Human Capital Social And Relationship Capital Natural Capital Inputs Resources and relationships deployed Availability, affordability and accessibility of capital and trade- offs faced • Equity: ` 372 crore • Gross debt: ` 71,759 crore • Net worth: ` 42,069 crore • Cash and cash equivalent: ` 15,421 crore • Growth capex: ` 12,267 crore • Operating in a fast-growing economy where the focus is on infrastructure development and sustainability, Vedanta has adequate access to capital • The increase in market rates has increased interest costs • Ensuring continued access to manufactured assets through targeted investments in maintenance and necessary replacement • Robust R&R base ensures steady raw material availability • All capex projects are progressing well for scheduled completion • Well-maintained and functional plant and equipment: ` 1,21,852 crore • Capital work-in-progress: ` 20,331 crore • Reliable availability of services from services providers and contractors • Purpose and long-term goals‑driven culture with continued investments to align strategy • Leadership and management training • Ongoing investments in digitalisation, innovation and process automation • Focussed approach and programmes for R&D, skill development and attracting and retaining top talent • Modernised processes and high-end technology ensure alignment with the evolving world • Total workforce: 97,015 • HSE workforce (incl. contractor): 1,160 • No. of geologists*: 206 • Training: 29,73,887 hours • Safety training: 23,58,662 hours • Employees covered under mentoring and support programmes: 2,900 • Ready availability of skilled and semi-skilled people across global operations • Continued investments in skilling and well-being initiatives for people ensuring high retention • Increased stakeholders’ expectations for enhanced ESG performance • Negative sentiments towards companies in the metal and mining sector • Community investment: ` 438 crore • Strong global and domestic banking relationship: 30+ • Independent Directors: 4 • Constructive dialogues with unionised and non-unionised workforce • Established credibility with local communities, civil society organisations, NGOs and the media • Resources consumed (in million): • Energy: 648.72 million GJ • Water: 280.21 million m3 • Coal: 38.6 million tonnes • HVLT waste generated: 20.15 million tonnes • Fly ash generated: 15.62 million tonnes • R&R Zinc India: 456.3 million tonnes, containing 30.82 million tonnes of zinc-lead metal and 854.3 million ounces of silver • R&R Zinc International: 662 million tonnes, containing 34.8 million tonnes of metal • R&R Oil & Gas: 1,376 Mmboe gross proved, and probable reserves and resources • Healthy and long-life asset with an adequate R&R base • Natural and mineral resources being finite, we maintain a strong focus on managing them carefully Business segments Oil and Gas Iron Ore Steel Ferro Alloys Aluminium Zinc Copper Our core values Integrity Respect Care Trust Excellence Innovation Entrepreneurship Our value chain activities Exploration Asset development Extraction Processing Value addition and marketing Infrastructure Building and Construction Power Automotive Aerospace Packaging Hydrocarbon refineries Fertiliser Steel Transport Appliances Wires and Cables Chemicals Industries serviced VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Value Creation Model 48 49 USING OUR SIX CAPITALS TO CREATE VALUE Outcomes Actions to enhance outcomes Stakeholder affected SDGs positively impacted Shareholders Investors Customers Employees Government Lenders Suppliers Local community NGOs Environment Civil Society Groups Business segments and Outputs OIL & GAS ZINC INDIA POWER ALUMINIUM ZINC INTERNATIONAL STEEL COPPER PIG IRON • Mined Metal – 1,079 kt • Integrated Metal – 1,033 kt • 128 Kboepd • 13.4 bn kWh • Alumina – 1.8 million tonnes • Aluminium – 2.4 million tonnes • 208 kt • 1,386 kt • 141 kt • 831 kt FINANCIAL CAPITAL MANUFACTURED CAPITAL INTELLECTUAL CAPITAL HUMAN CAPITAL SOCIAL AND RELATIONSHIP CAPITAL NATURAL CAPITAL • Turnover: ` 1,41,793 crore • EBIDTA: `36,455 crore • Attributable PAT (before exceptional items): ` 7,956 crore • Earnings per share (before exceptional Items): ` 21.40 per share • Dividends paid: ` 18,572 crore • FCF post-capex: ` 11,427 crore • RoCE: 23% • Net Debt to EBITDA: 1.5x • Total exchequer contribution: ` 54,402 crore • Focus on value-added products with better margins • Prudent capital allocation for capacity expansion • Demerger approved by the Board to unlock the potential of respective businesses • Focus on deleveraging balance sheet • Continued efforts to reduce costs and enhance productivity • Significant investments committed towards capex projects • Sustained investments in innovation and phase 2 implementation of organisation-wide digital transformation project to maintain the competitive edge • Rolling out critical risk management to cover major risk areas • Strive for zero harm and zero discrimination workplace • Invest in employee skilling, health & safety and well-being • Seek newer ways to engage and build healthy relationships with stakeholders • Maintain a robust ESG framework • R&D to convert operational by‑products into raw materials for application in other industries and internal consumption • Partnerships for circular economy solutions • Implementation of capex projects on schedule • Ensuring optimal performance of assets • R&D Spend: ` 13 crore • Patents received in FY 2023-24: 2 • Patents under active application: 11 • Investment in digitalisation: ` 160 crore • Attrition rate: 10.8% • Diversity ratio: 20% • Total recordable injury frequency rate (TRIFR): 1.3 • Fatalities: 3 • Successful inclusion of LGBTQ+ colleagues with supportive policies • CSR beneficiaries: 17.4 million • Nand Ghars built till FY 2023: 6,000 • Dividend declared: ` 29.5 per share • Contribution to the exchequer: ` 54,402 crore • Youth benefited from employment-based skills training: 4,076 • GHG Emissions: • Scope 1 – 61.28 million tCO2e • Scope 2 – 4.56 million tCO2e • Water recycled: 84.7 million m3 • HVLT utilised/utilisation: 18.5 million tonnes/92% • Fly ash utilised/utilisation rate: 16.5 million tonnes/107% VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Value Creation Model 50 51 OPPORTUNITIES SETTING THE STANDARDS FOR INDUSTRY ADVANCEMENT We are operating in a dynamic industry landscape, marked by continual evolution and emerging trends that present new opportunities for growth and innovation. Vedanta stands out with its agility and a robust, yet flexible business model, that enables implementing industry-defining practices to stay ahead of the competition. This proactive approach ensures our relevance, positioning us for future success and creating sustainable value for all stakeholders. Grassroots Exploration A thinning pipeline of mining assets and the escalating challenge of finding deposits pose risks to meet growing metals demand and fill reserves for the future. It is therefore critical for miners to shift focus from acquisitions, and instead increase spending on grassroots exploration to Vedanta recognises the critical role of grassroots exploration in securing a sustainable future for the mining sector. Our mines are rich with reserves that promise productivity for over two decades, yet we persist in exploration to safeguard our long-term prospects. Our commitment is evident in our proactive search for new resources, which has notably enhanced our mines’ Reserves & Resources (R&R). This is exemplified by the impressive expansion of our oil and gas 2P reserves and 2C resources, now totalling 1.4 billion barrels of oil equivalent. Through a focus on grassroots exploration, Vedanta is dedicated to achieving organic growth and reducing our dependence on acquisitions, aligning with our strategic objectives for enduring success. Vedanta response Net-Zero Commitment Mining companies are positioned to lead in sustainability by swiftly implementing comprehensive ESG strategies. Adopting pioneering sustainability practices and undertaking collaborative efforts across the value chain can significantly contribute to climate change mitigation and create a credible transition. Vedanta is committed to achieving net zero carbon by 2050, with a planned US$ 5 billion investment over the next decade. Leading in energy efficiency, we have signed power delivery agreement of 1,826 MW of Renewable Energy (RE) and we aim to deploy 2.5 GW of RE RTC in our operations by 2030. We are pioneering sustainable logistics within the mining sector, having introduced battery-operated EVs in underground mining to reduce emissions. Five of our businesses have achieved water positivity, reflecting our dedication to preserving vital resources. To play an active role in biodiversity conservation, we have planted 2 million trees across India towards our pledge of 7 million trees under the World Economic Forum’s initiative. Our efforts have been recognised. Vedanta was ranked 3rd out of 238 global companies in the S&P Global Corporate Sustainability Assessment, Hindustan Zinc has been recognised as a global leader in sustainability and Vedanta Aluminium as the most sustainable aluminium producer. Vedanta response Purpose-Driven Mining The mining industry is shifting towards purpose-driven operations, focussing on ethical and sustainable practices to create value for stakeholders and gain their trust. This approach requires a leadership commitment and presents mining companies with an opportunity to play a pivotal role in driving economic development and advancing social progress. Vedanta believes in mining with a mission and is at the forefront of the industry’s transition towards a purpose- driven future. Our operations go beyond extracting resources, aiming to enrich lives and create a sustainable legacy of positive change for future generations. Guided by the philosophy of giving back, we positively impact over 15 million lives annually through initiatives in childcare, nutrition, women’s empowerment, healthcare and education. Our flagship Nand Ghar project is revolutionising early childhood development in rural India, having transformed nearly 6,000 Anganwadis, and aiming to reach all 14 lakhs nationwide. As one of India’s leading social investors, we have pledged an additional ` 5,000 crore over the next five years aiming to empower 2.5 million families annually with essential skills training and uplift over 100 million women and children. Vedanta response discover new resources sustainably and reverse this trend. They must also harness advanced technologies to expedite the identification and evaluation of targets. T1 T3 T2 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Opportunities 52 53 Unlocking new value in existing assets Operational technologies and analytical tools are revolutionising decision-making in the mining industry, driving a paradigm change in functions like mine planning and maintenance. These technologies enable digital replication of assets, facilitating visualisation and strategic simulation, optimising decisions on investments and processes. This innovative approach, supported by accessible simulation software, maximises value from existing assets. Rethinking minerals and metals investments In the pursuit of sustainable growth and quicker access to essential minerals and metals, companies are reevaluating their investment strategies. They are exploring non‑traditional avenues like joint ventures (JVs) and strategic alliances to secure resources vital for sustainability and expedite the launch of new production capacities. They must also adopt innovative thinking regarding investment Vedanta is harnessing the power of digitalisation, integrating advanced technologies to enhance the value of existing assets and drive operational efficiency. This includes Digital Twin which allows us to create a virtual model of physical assets, facilitating simulation and optimisation of operations before real-world implementation. Additionally, we have implemented Advanced Process Control (APC) which uses real-time data and analytics to fine-tune production processes, ensuring maximum efficiency and minimal waste. We also actively collaborate with established multinationals and vibrant Indian startups to source cutting-edge digital solutions. This helps enhance our operational processes and redefine possibilities. Our commitment to digitalisation extends to remote mining operations, to enhance the safety of our workforce. By leveraging remote-controlled machinery and operations, we minimise personnel exposure to hazardous conditions, reducing the risk of accidents and ensuring a safer working environment. Vedanta response Vedanta is at the forefront of sustainable development, ensuring timely access to vital minerals and metals. We are innovating our investment strategies, embracing JVs and strategic alliances to secure resources essential for a sustainable future. These partnerships are key to fast-tracking new production capacities. We are not confined to conventional investment methods; our approach includes creative investment structures and engaging diverse investors like governments and OEMs. This broadens our resource base and accelerates the integration of crucial supplies into the market. Our dedication to sustainability is unwavering. Vedanta’s investment strategies are designed to support and drive industry-wide sustainable practices, reflecting our commitment to global environmental stewardship. Vedanta response structures and potential investors, including governments and Original Equipment Manufacturers (OEMs), to facilitate this process and integrate crucial metal supplies into the market more rapidly. Third-party delivery models (TPDM) Mining and metals companies are strategically partnering with global industry leaders to manage critical business functions like tax compliance, AI-enabled data management, ESG reporting, applications management, supply chain oversight and cybersecurity. Amidst global risks and supply Skills-based approach to solve workforce challenges Amidst skill shortages and ageing workforce, mining and metals companies must adopt a skills-based approach, focussing on worker capabilities rather than specific roles. This strategy enhances agility and flexibility, enabling them to tap into the workforce’s full potential and innovate new Our commitment to integrating cutting-edge technology and scaling our projects internationally is reflected in our choice of partners. These partners are not just industry frontrunners; they assume complete end-to-end responsibility for the successful delivery of our projects, ensuring excellence and reliability. Vedanta collaborates with esteemed partners such as Schlumberger, Halliburton, GE, Siemens and Worley to meticulously execute projects with end-to-end accountability. Additionally, for vital support functions such as tax compliance and ESG reporting, we engage with the renowned expertise of the Big Four accounting firms. This strategic alliance ensures that every aspect of our operations is managed with precision and adheres to the highest standards of excellence. Vedanta response Vedanta embraces a skills-based workforce approach, focussing on capabilities to enhance flexibility and potential. Through robust internal talent building programmes and strategic educational partnerships, we ensure a future- and industry-ready workforce, bolstering operational resilience. A youthful workforce with an average age of 33 years is ensured by adopting a practice of inducting 1,500-2,000 freshers annually from top universities. Our commitment to talent-based recognition fosters a performance-driven culture, while our structured talent management programmes have helped develop a pipeline of 3,000 young and dynamic leaders. Diversity, equity and inclusion are at the forefront of Vedanta’s hiring philosophy supported by industry-leading policies for women, parenthood and transgenders. Our people practices have resulted in over 100 external recognitions, including ‘Kincentric Best Employer, India 2023’ and ‘India’s Best Employers Among Nation- Builders by Great Place to Work’. Vedanta response chain disruptions, TPDM enables companies to focus on core operations and have the flexibility to scale activities rapidly. work methods. Collaborations with universities to align education with industry needs are also key. T4 T6 T7 T5 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Opportunities 54 55 STRATEGIC PRIORITIES AND UPDATE POSITIONING VEDANTA FOR A SUSTAINABLE AND SCALABLE GROWTH Operating in a dynamic business environment, we must proactively manage risks and material matters and stay ahead of trends and market cycles to seize opportunities. To this end, we have devised robust and all-encompassing strategies that empower us to leverage our strong foundation and align with our purpose. Through the effective execution of these strategic priorities, we are charting a path to maximise outcomes for our business and our stakeholders. Strategic Priorities Continued focus on world-class ESG performance 01 Augment our Reserves & Resources (R&R) base 02 Optimise capital allocation and maintain a strong balance sheet 04 Operational excellence and cost leadership 05 Delivering on growth opportunities 03 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Strategic Priorities and Update 56 57 Continued focus on world-class ESG performance S1 Operating sustainably and responsibly is key to our success. Focussed on this, we ensure embedding ESG into all aspects of business and have set vision of “Transforming for Good” which encompasses transforming communities, transforming the planet, and transforming the workplace. Through pioneering efforts in these areas, we aim to positively impact stakeholders, minimise environmental impact and progress towards zero harm, zero discharge and zero waste. FY 2023-24 Update Total Nand Ghars in FY 2023‑24 – 6,000+ Skill-based training impacting 1.48 million families GHG emissions increased by 0.8% Y-O-Y Water positivity ratio 0.71 92% HVLT waste utilisation 3 Fatalities LTIFR - 0.589 TRIFR - 1.3 Women employees - 20% Women in leadership positions - 29% ESG rating improvement in MSCI, DJSI, Sustainalytics and CDP water Vision Objectives for FY 2024-25 Enhance skillsets of ~1,600 families Positively impact ~13,000 women and children through programmes in education, healthcare, nutrition 20% reduction in metals and mining intensity 500 MW RE RTC in operations Investment in energy transition- ` 2,700 crore Water positivity ratio - 0.7 Legacy waste - 29.6 million metric tonnes Habitat restoration - 2,300 hectares Zero fatalities LTIFR - 0.63 Zero governance issues Augment our Reserves & Resources (R&R) base S2 Expansion in R&R base, being key to our long-term growth ambitions, we continually engage in targeted and disciplined exploration programmes. Through deploying best technologies, making sustained investments and ensuring dedicated efforts by exploration teams to discover mineral and oil deposits safely and responsibly, we ensure the replenishment of our resources FY 2023-24 Update Zinc India Improved total Ore Reserves to 175.1 million tonnes supported by increased focus on resource-to- reserve conversion Combined R&R were estimated to be 456.3 million tonnes, containing 30.82 million tonnes of zinc-lead metal and 854.3 million ounces of silver Overall mine life continues to be more than 25 years Oil & Gas First Field Development Plan (FDP) approved under OALP regime for Jaya field. Production commenced with initial plan to deliver > 3 Kboepd Infill wells drilled across PSC blocks to mitigate natural decline Drilling campaign underway in North-East region to export the prospects in the block Gross proved and probable reserves and resources stands increased to 1,376 Mmboe Zinc International Combined mineral resources and ore reserves estimated at 662 million tonnes, containing 34.8 million tonnes of metal Objectives for FY 2029-30 ~2.5 million families with enhanced skillsets Positively impact 10 million women and children through programmes in education, healthcare, nutrition 25% absolute reduction GHG emissions vs FY 2020-21 baseline 2.5 GW RE RTC in operations Water positivity ratio - 1.0 Legacy waste - 23 million metric tonnes Habitat restoration - ~2,500 hectares Zero fatalities LTIFR - 0.37 Total women employees - 20% Women in leadership roles - 40% Zero governance issues KPIs Risk Total Number of Nand Ghars Skillset imparted to families Impact of CSR programmes in education, healthcare, nutrition Absolute GHG emissions RE power in operations Metals and Mining GHG intensity Annual waste utilisation Water positivity ratio Habitat restoration Fatalities LTIFR % of women employees % of women in leadership roles Zero governance-related issues Annual disclosures R1 R4 Transforming Communities Aim 1: Keep community welfare as the guiding principle for our business decisions Aim 2: Empower 2.5 million individuals with enhanced skillsets Transforming the Workplace Aim 7: Prioritise the safety and health of our workforce Aim 8: Promote gender parity, diversity, and inclusivity Aim 9: Align with global standards of corporate governance Transforming the Planet Aim 4: Net Zero Carbon by 2050 or sooner Aim 5: Achieving net water positivity by 2030 Aim 6: Enhance our business model by incorporating innovative green practices Aim 3: Uplift 100 million women and children via social welfare interventions VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Strategic Priorities and Update 58 59 Oil & Gas Establish diversified R&R portfolio to support the vision of contributing to India’s 50% of domestic O&G production Zinc International Completion of drilling programmes and studies at Big Syncline Completion of studies on East/ East Ext and Gamsberg South for execution Objectives for FY 2025-26 Objectives for FY 2029-30 Zinc India Retain existing mining leases in HZL portfolio while acquiring new potential areas through auction Attain R&R metal of ~40 million tonnes in HZL portfolio Zinc International Execution of 28 km of drilling across greenfield and brownfield projects in RSA and Namibia Upgradation of 20 million tonnes of ore; no addition of metal targeted this year Zinc India Securing new tenements for R&R growth Target generation through the application of AI & ML along with advanced geophysics Enhancement of the mineral resource by 40 million tonnes ore with contained metal of 2 million tonnes and upgrade ore reserves to 42 million tonnes, which will lead to total R&R of 500+ million tonnes with ~35 million tonnes metal Total R&R in Zinc India and Zinc International Total 2P+2C Reserves & Resources in O&G R1 R5 R9 KPIs Risk Delivering on growth opportunities S3 Our large, well-diversified, low-cost and long-life asset portfolio offers attractive expansion opportunities. We continue to explore brownfield opportunities within our existing portfolio, striving to grow operations both organically and inorganically. We employ a prudent approach and rigorously evaluate these opportunities to ensure they meet our internal rate of return criteria and support our objective stakeholder value-creation. FY 2023-24 Update Zinc India Total mine development 101 km in FY 2023-24 Zawar Mines has achieved highest ever MIC of 179 kt in FY 2023-24 Shaft partition at SK increased the shaft hoisting from 2.6 MTPA in FY 2022-23 to 3.1 MTPA in FY 2023‑24 Rampura Agucha Mines achieved ever highest 566 kt MIC in FY 2023‑24 Highest-ever mined metal production 1,079 kt in FY 2023-24 Highest-ever refined metal production at 1,033 kt in FY 2023‑24 Highest-ever silver production of 746 tonnes in FY 2023-24 Battery electric vehicle introduced at SK mine for sustainable & environment-friendly mining operations and net zero carbon by 2030 in line with the Company’s ESG commitment Successful completion of Roaster 3 and pyro plant major overhauling Pantnagar Metal Plant producing green zinc using 100% renewable energy produced from hydropower Waste management through jarosite utilisation in the cement industry by modification in present circuits Indigenous commissioning of fumer plant at CLZS Aluminium Lanjigarh refinery capacity expanded to 3.5 MTPA Oil & Gas Production ramped up from Jaya discovery in OALP Cambay region. Infill drilling in Mangala, Bhagyam, Aishwariya, Tight Oil (ABH) and Tight Gas (RDG), to augment reserves and mitigate natural decline 29 wells drilled across all assets Zinc International Total zinc MIC production at 208 kt in FY 2023-24 Oil & Gas Exploration and appraisal drilling across the portfolio in Rajasthan, Cambay, Northeast and Offshore blocks to add resources Establish potential of the unconventional Oil & Gas in the portfolio Monetisation potential of the resource base comprising Tight Oil, Satellite Fields, to enhance oil recovery opportunities Zinc International Execution of 30 km of drilling across greenfield and brownfield projects in RSA and Namibia Addition and upgradation of 30 million tonnes of ore (2 million tonnes metal) Objectives for FY 2024-25 Zinc India Target generation and drill testing: Zawar, RD-SK, RA & Kayad Mine Exploration plan to enhance the mineral resource by 20 million tonnes Ore Acquiring new potential areas through auction Ore reserves upgradation for sustained mine production for next 10 years Use of AI and ML algorithms to analyse HZL geological, geochemical, and geophysical data leads to quicker new target identification and evaluation Hydraulic fill plant hook up with Mill 2 at Zawar to expedite filling at Mochia & Balaria mines and improve ore recovery New portal commencement at Zawarmala to enhance production up to 2 MTPA With supporting MIC flow, smelters are geared to touch approx. 1,080 - 1100 kt Capacity expansion through erection of Roaster-6 New leaching & cell house to be erected in Debari with a capacity of 210 KTPA and other efficiency improvement initiatives to achieve overall finished good production of 1.1 MTPA Best-in-class new HZDA production facility (HZAPL) to cater to demand of Indian market Waste to Wealth: Fumer: Complete ramp-up of fumer to produce 33 million tonnes silver through zinc route Tailings and Jarofix: Partners already locked in for residual metal recovery from waste streams, completion of technical evaluation and pre-feasibility analysis targeted in FY 2024-25 Objectives for FY 2024-25 Zinc India Further ramp-up of underground mines towards their design capacity of 1.2 MTPA Combined paste-fill and dry tailing plant at Rajpura Dariba, which will help increase ore production from 1.5 MTPA to 2 MTPA Migration to 100% mechanised charging at Zawar leading to improved safety, faster charging, increased pull per blast Construction and commissioning of new ZLD plant at Agucha and Zawar New beneficiation plant started at RDM to increase treatment capacity from 1.1 MTPA to 1.5 MTPA VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Strategic Priorities and Update 60 61 Overall 3 MTPA operational Hot Metal capacity 100% value - added product portfolio focussed on India domestic market All coal blocks operating at 100% of permitted capacity to enable captive, low-cost supply for captive thermal power plants Oil & Gas Full field scale ASP project execution across MBA fields in Rajasthan block to monetise reserves Continuation of monetisation opportunities across asset portfolio (supported by organic and inorganic strategies) Zinc International Gergarub mining and concentrator plant planned to be in production by FY 2026-27, delivering MIC of 100 KTPA Iron Ore Phase 2: Construction of an additional plant to treat 2 MTPA of current tailings storage facility with opportunity to construct a pig iron plant Gamsberg Smelter planned to treat all zinc concentrate from current operation. Planned first production in FY 2029-30. First phase planned to produce 300 KTPA Objectives for FY 2029-30 Zinc India Ramp-up of underground mines to 1.5 MTPA capacity Look for new mining leases Advocacy for opening new mining sites Addition of one more smelter to take the overall capacity to 1.5 MTPA Aluminium Achieve balanced fully vertically integrated supply chain from mine to metal Sijimali Bauxite mine operating at 12 MPTA Lanjigarh Refinery operating at 6 MTPA Volume Revenue ROCE FCF post-capex Growth capex R8 R9 KPIs Risk Optimise capital allocation and maintain a strong balance sheet S4 Balance sheet integrity is key to ensuring financial stability and long-term success in a dynamic environment. Through a focus on enhancing operational cashflows, stringent capital discipline of investing in high IRR projects and proactive liability management, we continue to strengthen our balance sheet. To maximise shareholder returns, we undertake evaluating all investments (organic and acquisitions) as per our stringent capital allocation framework. FY 2023-24 Update Free cash flow (FCF) at ` 11,427 crore Net debt at ` 56,338 crore Net Debt/EBITDA at 1.5x on a consolidated basis Dividend worth ` 29.5/share declared by VEDL Objectives for FY 2024-25 Generate healthy free cash flow from our operations Disciplined capex across projects to generate healthy ROCE Improve credit ratings Reduce working capital FCF post-capex Net Debt/EBITDA (Consolidated basis) EPS (before exceptional items) Interest cover ratio Dividend KPIs R9 R10 R13 R11 Risk Objectives for FY 2025-26 Zinc India Ramp-up of underground mines to reach 1.25 MTPA capacity Study on alternate access to the portal at Rampura Agucha Commissioning of vertical conveyor at SKM to mine high-grade shaft pillar area Transition to one-third BEV deployment at RA & SK Mines Completion of Mill 3 at Zawar to increase beneficiation capacity Establishment of a new tailing dam at Zawar mines Commissioning of Roaster-6 Complete construction of new leaching & cell house in Debari Set up 510 KTPA Fertiliser plant in Chanderiya Up to 450 MW green energy sourcing in operations Aluminium Complete full ramp-up of Lanjigarh 3 MTPA expansion, and progress implementation of debottlenecking to 6 MTPA Complete ramp-up of BALCO smelting expansion to 1 MTPA Ramp-up all VAP production to full capacity Operationalisation of Ghogharpalli Coal Block Further ramp-up of all operating mines towards full permitted capacity Zinc International Full ramp-up of Gamsberg Phase 2 project in FY 2025-26 Skorpion Refinery conversion – Completion of conversion project final decision to be taken by FY 2025-26 Gamsberg mining operations from underground start up, with a plan to increase throughput from 8 MTPA to 9 MTPA from current processing plants Oil & Gas Infill wells across the onshore and offshore producing blocks for incremental volumes Commence execution of Alkaline Surfactant Polymer (ASP) project at Mangala through cluster approach to deliver incremental volume Monetisation of discoveries from OALP, DSF and PSC block Establish secondary methods of oil recovery in offshore fields Zinc International Gamsberg Phase 2 project approved by the Vedanta Board. Project includes the mining expansion from 4 MTPA to 8 MTPA and construction of new concentrator plant of 4 MTPA, taking the total capacity to 8 MTPA. MIC production will be 200 KTPA, taking the total South Africa production to >500 KTPA. Target date of completion of project is H2 FY 2024-25 Skorpion Refinery conversion – awaiting confirmation of power tariff to take the final decision before beginning on-ground execution in FY 2024-25 Black Mountain Iron Ore project intends to recover iron ore (magnetite) from the BMM tailings. Best-in-class quality iron ore will be produced from the new plant with Fe grade >68%. First production is expected in Q3/Q4 Objectives for FY 2024-25 Aluminium Ramp-up Lanjigarh Train 1 and commission and ramp-up of Train 2 Commence production at BALCO 414 KTPA capacity expansion Jharsuguda VAP expansion to 1.6 MTPA and BALCO VAP expansion to 1 MTPA to commence production Commence production at BALCO of Rolled Product expansion to 100 kt capacity Operationalise Kurloi North & Radhikapur West Coal Blocks Commence initial production from Sijimali Bauxite block R12 Supply delays on account of logistics disruption Business partner contract VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Strategic Priorities and Update 62 63 and realise higher net effective premium Zinc International 300 KTPA production from South Africa at a low cost of production Aluminium 100% backward and forward integration: 3 MTPA Aluminium, 6 MTPA Alumina, 100% VAP, 100% coal & bauxite security (Captive + Linkage) First Decile position on global aluminium cost curve Oil & Gas Leverage win-win partnership models for operations through global technology leaders to achieve best‑in-class operational efficiencies Continue to operate at a low cost‑base and generate free cash flow post-capex Zinc International 1 MTPA production from South Africa at a low cost of production Objectives for FY 2025-26 Objectives for FY 2029-30 Zinc India Maintain cost of production at a low level through efficient ore hauling, higher volume and grades and higher productivity through ongoing efforts in automation and digitalisation Aluminium Lower hot metal cost of production through increased captive Alumina & Coal consumption Zinc India Maintain cost of production at below US$ 1,000 per tonne through efficient ore hauling, higher volume & grades and higher productivity through ongoing efforts in automation and digitalisation Elimination of waste generation by gainful utilisation and recycling Deploy new innovation and technology for holding benchmark operation Further increase in rail share for coal and other bulk commodities driving lower costs Continued focus on quality, asset reliability and optimisation, digitalisation, innovation, and R&D Further ramp-up of VAP production, including introduction of new innovative alloys, to capture increased share of domestic market EBITDA Adj. EBITDA margin FCF post-capex ROCE R1 R3 R7 R11 KPIs Risk Operational excellence and cost leadership S5 Achieving all-round operational excellence is central to our objective of achieving benchmarked performance. Through efforts like debottlenecking assets to enhance production, investing in advanced digital and technology solutions and adopting best practices, we set new benchmarks in operational efficiency. We also focus on enhancing profitability through ongoing cost optimisation and improving realisations with prudent marketing strategies. FY 2023-24 Update Zinc India Ore production of 16.52 million tonnes Record mined metal production of 1,079 kt, refined zinc-lead production of 1,033 kt and silver production of 746 tonnes APC commissioned at all the beneficiation plants of Rampura Agucha Smelters recovery improvement through various initiatives Volume enhancement through operations of pyro plant on lead- zinc mode for 6 months 40% reduction in cost of generation of power by improving efficiency and percentage of Indian coal in the blend Achieved ever lowest specific coal consumption of 422 gm/kWhr at CPP Aluminium Record aluminium production at 2,370 kt, up 3% Y-O-Y Highest ever domestic sales at 920 kt, 19% increase Y-O-Y Alumina production at Lanjigarh refinery at 1,813 kt, up 1% Y-O-Y Aluminium COP at US$ 1,796 per tonne, down by 23% Y-O-Y, due to decline in commodity prices, majorly coal and carbon, and operational improvements Oil & Gas Average gross-operated production of 128 Kboepd for FY 2023-24, down 11% Y-O-Y, owing to natural field decline First Field Development Plan (FDP) approved under OALP regime for Jaya field. This is the first FDP approved in OALP regime, among 144 blocks awarded under 8 OALP rounds by the Government to various companies Zinc International BMM achieved production of 61 kt in FY 2023-24 with declining grades at Deeps impacting production Gamsberg production was 147 kt production in FY 2023-24 which is lower compared to previous year due to impact of geotechnical failure on ore production Skorpion remained under care and maintenance following geotechnical instabilities in the open pit Objectives for FY 2024-25 Zinc India Maintain cost of production between US$ 1,050 - US$ 1,100 per tonne through efficient ore hauling, higher volume and grades and higher productivity through ongoing efforts in automation and digitalisation Switching to RE power from CPP (partially at DSC zinc smelter). Increase in Indian coal consumption in blend (>40%) for power production Aluminium Highest-ever production from refinery, with start of alumina production from 3 MTPA expansion Highest-ever annual aluminium production projected at 2,370‑2,450 kt Significant reduction in aluminium production COP, through unlocking potential in operational & buying efficiency Improved raw material (bauxite & coal) security from local sources with ramp-up of owned mines Reduced power purchase due to higher operational efficiency of captive thermal power plants Increased rail share of domestic overland transport Oil & Gas Increase production from existing assets through the use of leading- edge technologies, large-scale AIML (artificial intelligence and machine learning) enabled base Operations and Maintenance (O&M) model in partnership with best‑in‑class partners Continue to operate at a low cost‑base and generate free cash flow post-capex Zinc International Ramp-up Gamsberg to 200 kt in FY 2024-25 BMM improvement in ore production from 1.6 mt to 2.0 mt resulting in 70 kt MIC production VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Strategic Priorities and Update 64 65 Risk Governance Framework Board of Directors Audit Committee Business Unit Management Teams GRMC ExCo Group Risk Governance Framework External Strategic Operational Financial Evaluate Monitor Mitigate Identify RISK MANAGEMENT NAVIGATING DYNAMIC RISKS AND OPPORTUNITIES FOR TOMORROW’S SUCCESS We have deployed a multi-layered risk management system and robust governance framework to proficiently identify, assess, monitor and mitigate risks inherent to global businesses. Aligned with our vision and mission, these mechanism facilitates in effective execution of strategies am idst a volatile external context. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Risk Management 66 67 Enterprise risk management We have a robust risk management framework which is embedded in business-critical activities, functions and processes. It ensures managing rather than eliminating the risk of failure to achieve business objectives and provides reasonable, and not absolute assurance, against material misstatement or loss. Materiality and risk tolerance are key considerations in our decision-making. This framework is simple and consistent, providing clarity on managing and reporting risks to our Board. Together, our management systems, organisational structures, processes, standards and Code of Conduct and ethics represent the internal control systems that govern how the Group conducts its business and manages associated risks. Approach to risk identification We identify risks at the individual business level for both existing operations and ongoing projects through a consistently applied methodology. Business-level review meetings are conducted at least once every quarter to formally discuss risk management. All business divisions maintain their risk matrix every quarter, which is reviewed by the respective management/executive committee, with CEO as the chairman. Additionally, business divisions have their risk registers as per their operational size and the number of SBUs/ locations. The respective businesses review the risks, changes in their nature, exposure since the last assessment and control measures to decide further action plans. Control measures stated in the risk matrix are also periodically reviewed by the business management teams to verify their effectiveness. These meetings are chaired by the CEOs of the respective businesses and attended by CXOs, senior management and functional heads concerned. Finally, the risks across the various risk registers are aggregated and evaluated to identify the Group’s principal risks and formulate a response mechanism. This element is an important component of the overall internal control process for which the Board obtains assurance. Risk governance The risk officers at each business and the Group level create risks awareness among the senior management and nurture a risk management culture within the businesses. Risk-mitigation plans form an integral part of KRAs/ KPIs of process owners. Governance of risk management framework in the businesses is anchored with the leadership teams. The Audit Committee & Risk Management Committee aids the Board in the risk management process by identifying and assessing any changes in risk exposure, reviewing risk-control measures and approving necessary remedial actions. The Committee is supported by the Group Risk Management Committee (GRMC), which helps it evaluate the design and operating effectiveness of the risk mitigation programme and the control systems. The Risk Management Committee meets quarterly to discuss risks and mitigation measures, review the robustness of our framework and map the progress against actions planned for key risks. The GRMC comprises the Executive Director, Group Chief Financial Officer and Director - Management Assurance. The Group Head - Health, Safety, Environment & Sustainability is invited to attend these meetings. GRMC discusses key events impacting the risk profile, relevant risks and uncertainties, emerging risks and progress against planned actions. The Board shoulders the ultimate responsibility for managing risks and ensuring the effectiveness of internal control systems. This includes a review of the Audit and Risk Management Committees report report on the risk matrix, significant risks and mitigating actions. Any systemic weaknesses identified by the review are addressed by enhanced procedures to strengthen the relevant controls, which are reviewed regularly. The responsibility for identifying and managing risks lies with every manager and business leader. Additionally, we have key risk governance and oversight committees in the Group. They are: Committee of Directors (COD) comprising of Executive Directors and an Independent Director supports the Board by considering, reviewing and approving all borrowing and investment-related proposals within the overall limits approved by the Board. The invitees to these committee meetings are the CEO, business CFOs, Group Head Treasury and BU Treasury Heads, depending upon the agenda matters. Audit and Risk management committee along with the Sustainability committee reviews sustainability-related risks In addition to the above, there are various group level ManCom such as Commercial ManCom, Finance ManCom, Sustainability - HSE ManCom, CSR ManCom, etc. who work on identifying risks in those specific areas and mitigating them. The scope of work, authority and resources of the Management Assurance Services (MAS) are regularly reviewed by the Audit Committee. The responsibilities of MAS include recommending improvements in the control environment and reviewing compliance with our philosophy, policies and procedures. The planning of internal audits is approached from a risk perspective. In preparing the internal audit plan, reference is made to the risk matrix, and inputs are sought from the senior management, business teams and members of the Audit Committee. In addition, we refer to past audit experience, financial analysis and the prevailing economic and business environment. The Board, with the assistance of the management, conducts periodic and robust assessments of principal risks and uncertainties of the Group, and tests the financial plans associated with each. Managing our risks Below are the key risks identified for FY 2023-24 with the potential to impact our operations. Their order does not necessarily reflect the likelihood of their occurrence or the relative magnitude of their impact on Vedanta’s businesses. The risk direction of each risk has been reviewed based on events, economic conditions, business environment and regulatory changes during the year. Potential impact on the Group The resources sector is mandated to adhere to extensive health, safety and environmental (HSE) laws, regulations and standards, alongside keeping up with the evolving requirements and stakeholder expectations. These regulations are projected to intensify over the next decade, with large-scale environmental damage and failure of climate change mitigation and adaptation ranking among the top 10 risks in the World Economic Forum Global Risk Report 2023. Our global presence exposes us to jurisdictions implementing or planning emission regulations. This may lead to increased fossil fuel costs, levies for exceeding emissions levels, litigations and an increase in administrative expenses for monitoring and reporting. Increasing greenhouse gas (GHG) emission regulations, including the carbon emissions trading mechanisms and tighter emission reduction targets, can raise costs and dampen demand. Sustainability risks 01 Mitigating actions Prioritising health, safety and environment (HSE) Safety first culture: We are committed to compliance with international and local regulations, protecting our people, communities and the environment, ensuring minimal business disruptions caused by HSE incidents. Robust management systems: We have comprehensive policies and standards to mitigate HSE risks, and ensure continuous improvements through regular reviews and positive compliance reporting. High-risk areas receive special attention through ongoing safety standard updates. Leadership by example: Our site leadership actively promotes a “visible felt leadership” approach to safety, focussing on safety-critical tasks and managing business partner HSE performance. Continuous learning environment: We are constantly improving our incident investigation and learning processes to prevent similar incidents from recurring. Sustainability: a core value International best practices: Vedanta’s sustainability framework aligns with international best practices and our structured assurance programme across various business divisions guarantees comprehensive coverage of HSE, community relations, and human rights aspects. This approach embeds sustainability throughout our operations. Employee well-being: All businesses have comprehensive occupational health & safety policies supported by structured processes, controls and technology to ensure employee well- being. Performance-driven safety culture: Safety key performance indicators (KPIs) are integrated into all employee performance evaluations, further incentivising safe behaviour and effective risk management. Climate change action Carbon reduction strategy: The Energy & Carbon Community of Practice (COP), ensures active development and recommendation of carbon reduction strategies to the Executive Committee and Board. Renewable energy focus: We are dedicated to increasing our reliance on renewable energy sources to fulfil power obligations. GHG reduction initiatives: Our Group companies are actively working to reduce greenhouse gas (GHG) emission intensity across all operations. Strategy at risk S1 Continuous focus on world class ESG performance S2 Augment our Reserves & Resources (R&R) base S3 Delivering on growth opportunities S4 Optimise capital allocation and maintain a strong balance sheet Capitals at risk Health, safety and environment (HSE) R1 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Risk Management 68 69 Potential impact on the Group Our success in existing operations and future projects hinges on strong support and healthy relationships with local communities. Failure to address local concerns and expectations can strain relations, impacting our reputation and social licence to operate and grow. Mitigating actions Building strong stakeholder relationships At Vedanta, we recognise the importance of fostering positive and collaborative relationships with all stakeholders. To mitigate potential risks in this area, we take a multi-pronged approach: Comprehensive CSR strategy Community-centric focus: Our Corporate Social Responsibility (CSR) initiatives prioritise the needs of local communities, aligning with the Companies Act, CSR Guidelines, National Voluntary Guidelines, and UN Sustainable Development Goals (SDGs). This ensures meaningful local development. Proactive engagement: Our business unit (BU) teams actively engage with communities and stakeholders through structured plans, fostering a partnership approach. Strategic planning & governance: Our dedicated CSR Management Committee (ManCom) meets regularly to review and approve CSR strategy, execution, and communication. Business Executive Committees (ExCos) consider these inputs alongside strategic business priorities to determine CSR focus areas and budgets. Effective grievance redressal Standardised processes: All BUs follow established procedures for recording and resolving community and external grievances, along with clear social investment processes. Dedicated resources Community development teams: Each BU has a Community Development Manager (CDM) within the ExCo, supported by a team of community professionals which ensures consistent engagement and effective project implementation. Building trust and transparency Regular community engagement: Our business leadership teams hold regular interactions with local communities to build trust and relationships based on mutual benefit. Responsible operations: We strive to identify and minimise any potential negative impacts from our operations. This includes acting transparently and ethically, fostering open dialogue, and adhering to commitments made to stakeholders. Stakeholder engagement and communication Strategic communication: We enhance our visibility through a strategic CSR communication approach which includes regular meetings with key stakeholders, showcasing our technology advancements and increasing organic social media engagement. Comprehensive reporting: We report on best practices and performance across environmental, social, and governance (ESG) aspects, ensuring transparency and accountability to all stakeholders. Managing relationships with stakeholders R2 Strategy at risk S1 Continuous focus on world class ESG performance S3 Delivering on growth opportunities Capitals at risk Potential impact on the Group Mining operations involve the release of waste material which can lead to loss of life, injuries, environmental damage and impact production. This can impact our reputation and have financial implications. A tailings dam failure is deemed a catastrophic risk – a low-frequency but highly severe event – and remains a continuous risk requiring the highest priority. Tailings dam stability R3 Strategy at risk S1 Continuous focus on world class ESG performance S3 Delivering on growth opportunities S5 Operational excellence and cost leadership Capitals at risk Mitigating actions We prioritise tailings dam safety through a multi-pronged approach: Accountability and continuous improvement BU accountability: All BUs are responsible for continuous management of all tailings facilities, supported by experienced personnel with oversight from the Executive Committee (ExCo). Independent reviews and oversight: We conduct independent third-party assessments annually to evaluate the implementation of best practices year-on-year. Additionally, a third party is engaged every three years to review tailings dam operations. This includes identifying improvement opportunities, necessary remedial work and assessing Operational Maintenance and Surveillance (OMS) manuals implementation across all operations. Technology and best practices: We are continuously digitalising tailings monitoring systems for improved efficiency and data analysis. Our tailings management standard is regularly updated to incorporate the latest best practices, including those established by the UNEP/ICMM Global Tailings Standard. Enhanced standards and procedures We have augmented the Vedanta Tailings Management Standard adding robust features. These include annual independent reviews of each dam and half-yearly CEO sign-off confirming adherence to design parameters and the recent surveillance audit. Further, we prioritise transitioning to dry tailings facilities where feasible. Management personnel responsible for dam management receive ongoing training from third-party experts and international consultants. Operational risks 02 Potential impact on the Group Our operations might be subject to several challenges including sourcing raw materials and infrastructure-related aspects and concerns around ash utilisation/evacuation. Mitigating actions We have made significant progress in optimising operations and solidifying our position for the future. Here are some key highlights: Improved margins and production Despite challenges in the London Metal Exchange (LME) prices, the Aluminium business has achieved consistent performance with highest-ever production and improved EBITDA supported by a consistent focus on cost reduction and aggressive pursuit of debottlenecking projects. We will continue this pursuit targeting 1,000 US$/t EBITDA margin and a record‑breaking 3 MTPA production. The first 1.5 MTPA train of Alumina Refinery expansion at Lanjigarh was commissioned on 31 March 2024 and is in the process of being ramped up to full name-plate capacity. In parallel, efforts are underway to get the second train operationalised by Q2FY25. This two‑stage expansion marks a significant milestone in our journey towards becoming fully self-sufficient for Alumina supply. Dedicated teams are actively working to operationalise newly‑acquired Bauxite Mine at Sijimali by Q3FY25 with an objective to achieve 100% captive bauxite. This, combined with other existing domestic sources under long- term agreements, significantly bolsters our Bauxite Security and enhances our margins. Our coal mine at Jamkhani is fully operational and running at full approved capacity. Our teams are also working on the ground to secure all necessary approvals and operationalise the newly‑acquired coal mines at Kurloi, Radhikapur and Ghogharpalli. These endeavours will ensure our achievement of 100% security of low-cost, good quality coal through captive coal mines. The Company has introduced a [few] captive rakes at our businesses as we endeavour to shift all overland transport from road to rail. This will improve safety, reduce cost and increase security of supply. More rakes will be placed in circuit in coming years. Operational Efficiency Enhanced Asset Reliability: Reliability of Assets have been significantly improved across all the units, delivering the highest ever power load factor (PLF), improved operational parameters and ultimately resulting in the highest ever production volume. Value-Added Products: We are increasing the capacity of our value-added facilities to enhance the product mix and meet the evolving needs of our sophisticated customers. This enables us to further augment our margins through higher net effective premium (NEP) for our products. Robust infrastructure and logistics: The Company has introduced few captive rakes at our businesses as we endeavour to shift all overland transport from road to rail. This will improve safety, reduce cost and increase security of supply. More rakes will be placed in circuit in coming years. Waste management: We pursued agreements with cement companies, NHAI, and Brick Industries for Ash evacuation, and implemented mine backfilling. Additionally, we secured a patent for an innovative process to reduce Red Mud generation by 30% and enhance alumina yield by extracting iron from the bauxite ore before introduction to the Bayer process Operational challenges in Aluminium and Power business R4 Strategy at risk S3 Delivering on growth opportunities S4 Optimise capital allocation and maintain a strong balance sheet S5 Operational excellence and cost leadership Capitals at risk Potential impact on the Group Our expanding operations and production rates necessitate accelerated exploration and prospecting initiatives to replenish reserves and resources (R&R) faster than depletion. Failure to discover new resources or enhance existing ones could hinder our growth prospects. Besides, estimating ore and oil and gas reserves involves various uncertainties, owing to geological, technical and economic assumptions which are time-bound and subject to change with new information. Mitigating actions Governance mechanism We have a dedicated Exploration Executive Committee to develop and implement strategy and review projects group-wide Our dedicated exploration cell maintains persistent focus on enhancing exploration capabilities Robust exploration practices Reserve and resource growth: We ensure adequate capex allocation for exploration, prioritising R&R growth through a continuous drilling and exploration programme and leveraging modern technologies for operational efficiency New exploration applications: Continue to make applications for new exploration tenements in our operational countries under their respective legislative regimes Collaboration: Collaborating with international technical experts to strengthen our exploration capabilities Discovery risk R5 Strategy at risk S2 Augment our Reserves & Resources (R&R) base S3 Delivering on growth opportunities S4 Optimise capital allocation and maintain a strong balance sheet Capitals at risk VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Risk Management 70 71 Potential impact on the Group As our reliance on computers and network technology for operational efficiency increases, so does our vulnerability to security breaches. These breaches could result in theft, disclosure or corruption of critical information, a potential misappropriation of funds or disruptions to our business operations. Such cybersecurity breaches pose a threat to our business continuity and integrity. Mitigating actions Framework development and implementation Best practices and standards: We have developed frameworks, policies and procedures aligned with industry best practices and international standards Advanced security technologies: We have implemented best-in-class tools and advanced security technologies to create a robust security posture Risk assessments and controls Risk assessments and controls: We perform regular Risk Control Matrix (RCM) and IT General Controls (ITGC) assessments under SOx/ICOFR frameworks to identify and mitigate vulnerabilities Plant technical security systems: Dedicated initiatives to strengthen the security landscape of plant technical systems (PTS) Framework development and implementation Capability building: Mandatory employee training programmes to promote cybersecurity awareness across all levels, including leadership and the Board Regular penetration testing: Reputable external agencies conduct periodic assessments of our IT systems and governance framework, addressing any identified vulnerabilities promptly Social engineering defence: Conducting a structured programme to educate all stakeholders (employees, leadership, Board) on social engineering tactics to prevent cyberattacks. Aadoption of various international standards relating to information security, disaster recovery and business continuity management, IT risk management and setting up internal IT processes and practices in line with these standards Breaches in IT/cybersecurity R6 Strategy at risk S5 Operational excellence and cost leadership Capitals at risk Potential impact on the Group Our operations face various circumstances including equipment or infrastructure damage, unexpected geological variations or technical issues, extreme weather conditions and natural disasters. Any of these circumstances, beyond our complete control, threaten operational stability and could adversely affect production and/or costs. Mitigating actions Insurance management and oversight We have taken adequate Group insurance cover to safeguard operations, with an Insurance Council in place to monitor coverage adequacy and claims status Engaging reputable institutions to underwrite our risk and an external agency to review the risk portfolio and adequacy of cover, assisting in managing our insurance portfolio Implementing a mechanism for periodic insurance reviews across all entities, acknowledging that occurrences not fully covered by insurance could negatively impact the Group’s business Function monitoring and capability building Enhancing effectiveness of security and Insurance function through continuous monitoring and periodic reviews Focussing on capability building within the Group to enhance risk management and insurance-related competencies Loss of assets or profit due to natural calamities R7 Strategy at risk S1 Continuous focus on world class ESG performance S2 Augment our Reserves & Resources (R&R) base S3 Delivering on growth opportunities S4 Optimise capital allocation and maintain a strong balance sheet S5 Operational excellence and cost leadership Capitals at risk Compliance risk 03 Potential impact on the Group We face challenges stemming from legal and regulatory changes in the multiple countries where we operate. This may result in increased operating costs, and restrictions such as higher royalties or taxation rates, export duties, alterations to mining rights/bans and legislation change. Mitigating actions Proactive regulatory monitoring and compliance Proactive monitoring: The Group and the respective BUs actively track regulatory developments. The BUs additionally ensures meeting regulatory obligations, adapting to emerging requirements Responsible business advocacy: We communicate our commitment to responsible mining through government and industry engagement Best practices and governance mechanism Standardised system: A common compliance monitoring system across all Group companies, mapping legal requirements and assigning responsible personnel Legal expertise: Our strong in-house legal teams, reinforced by senior professionals, work to strengthen the compliance and governance framework and effectively resolve legal disputes Standardised procedures: Established Standard Operating Procedures (SOPs) to ensure consistent compliance monitoring across businesses Contract management: Ensuring a robust contract management framework by utilising boilerplate clauses and standardising key contract types. Anti-bribery & corruption: Established a framework to monitor performance against anti-bribery and corruption guidelines Regulatory and legal risk R9 Strategy at risk S2 Augment our Reserves & Resources (R&R) base S3 Delivering on growth opportunity S4 Optimise capital allocation and maintain a strong balance sheet Capitals at risk Potential impact on the Group Cairn India holds a 70% participating interest in Rajasthan Block, whose production sharing contract (PSC) was valid till 2020. While it has been granted a 10-year extension under the government’s policy for extending Pre-New Exploration and Licensing Policy (NELP) Exploration Blocks, the terms are less favourable and subject to certain conditions. Any deviation from the anticipated production ramp-up could potentially impact profitability. Mitigating actions Rajasthan PSC extension A 10-year extension (15 May 2020 to 14 May 2030) has been executed by the parties to the Rajasthan PSC on 27 October 2022 Pre-NELP Extension Policy’s applicability to the Rajasthan Block is currently under judicial review Production and project management Undertaking focussed efforts to manage production decline including infill wells and recovery projects in key producing fields and exploration drilling across the portfolio to add resources Established dedicated Project Management and Project Operating Committees to support the outsourcing partner and address issues promptly, to enable better quality control and timely execution of growth projects Cairn-related challenges R8 Strategy at risk S2 Augment our Reserves & Resources (R&R) base S3 Delivering on growth opportunities S4 Optimise capital allocation and maintain a strong balance sheet Capitals at risk VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Risk Management 72 73 Potential impact on the Group Our businesses are subject to the tax regime. Any changes in tax structure or any tax-related litigation may impact our profitability. Mitigating actions Tax management approach Regular engagement: We maintain regular communication with tax authorities to stay updated with changes, enabling us to take proactive actions to address issues and maintain compliance. Maintaining high standards of integrity with respect to tax compliance and reporting Actively participating in tax policy consultation processes where appropriate at a national or international level Engaging internal and external experts Dedicated expertise: Robust tax teams with significant experience and expertise to effectively handle tax matters at the business and Group levels. Tax-related matters R10 Strategy at risk S5 Operational excellence and cost leadership Capitals at risk Financial risks 04 Potential impact on the Group The Group’s product prices and demand are susceptible to volatility/uncertainty, influenced by global economic, environmental, political, legal and social conditions. Additionally, our global operations and transactions in multiple currencies expose us to risks associated with exchange rate fluctuation. Any adverse movement in these aspects may negatively impact our earnings, cash flow and reserves. Mitigating actions Ensuring operational resilience Diversified portfolio: Our diversified portfolio helps mitigate fluctuations in commodity prices. Low-cost production: Leveraging effective technology, vertical integration and operational improvement measures to ensure low-cost production. These strategies help maintain profitability and steady cash flow generation across the commodity price cycle. Deploying effective forex strategies Hedging strategies: We primarily sell products at market prices. However, back-to-back hedging is employed for custom smelting and purchased alumina to mitigate specific risks. Strategic hedging may be used with Executive Committee approval. Foreign exchange management: Our policy prohibits forex speculation, but robust controls allow hedging currency risks on a back-to-back basis. We progressively hedge short-term exposures to mitigate near-term currency fluctuations. The Finance Standing Committee reviews all forex and commodity risks and recommends actions to business units. Transparency and proactive management: Significant currency movements are discussed and addressed at Group ManComs, ensuring prompt action. The Annual Report details the accounting policy for currency translation. Price (metal, oil, ore, power, etc.), currency and interest rate volatility R11 Strategy at risk S4 Optimise capital allocation and maintain a strong balance sheet S5 Operational excellence and cost leadership Capitals at risk Potential impact on the Group Failure to meet the stated objectives of expansion projects may pose challenge in achieving business milestones. Mitigating actions Centralised and effective project management Centralised project management: A dedicated group-level cell effectively monitors project progress, supported by market research, leveraging data analytics and benchmarking against industry leaders. Empowered teams and streamlined systems: Streamlined project management systems with empowered structures along with fortnightly review meetings with senior leadership ensure accountability and value stream mapping. Collaboration and cost reduction: Fostering close collaboration with key partners to optimise cost and timelines. Excellence in project execution Execution excellence: Ensuring superior project execution and on-time project by prioritising safety throughout the project lifecycle, engaging reputable contractors and utilising best-in-class technology and equipment for optimal productivity and safety. Digitalisation and analytics further enhance efficiency. Global expertise: Partnering with a global engineering firm ensures life-of-mine planning and capital efficiency aligned with business goals. Quality assurance: Employing robust quality control procedures to ensure the safety and quality of services, design, and construction. Geotechnical expertise: Engaging reputable international agencies to provide geotechnical modelling and technical support when required. Major project delivery R12 Strategy at risk S2 Augment our Reserves & Resources (R&R) base S3 Delivering on growth opportunities S4 Optimise capital allocation and maintain a strong balance sheet S5 Operational excellence and cost leadership Capitals at risk Potential impact on the Group Sustained adverse economic downturn and/or suspension of any of our operations can affect revenue and free cash flow generation. This may hinder our ability to meet payment obligations, affecting our credit-worthiness, or make it challenging to raise financing at competitive terms to fund actual or proposed commitments. Mitigating actions Prudent financial management Refinancing strategy: A dedicated team diligently focusses on executing cost- effective refinancing initiatives to extend debt maturities. Long-term funding: We actively focus on building a pipeline of long-term funds to meet refinancing and growth capital expenditure needs. BUs rigorously adhere to the Group’s treasury policies, ensuring sound financial risk management practices. Building strong partnerships Strong banking relationships: Vedanta maintains good relations with banks, which facilitates convenient access to borrowings. Credit rating engagement: We regular engage in discussions with rating agencies to enhance confidence in our operating performance. CRISIL revised ratings to “AA-” while India Ratings revised ratings to “A+”. Both the rating agencies have put the ratings on “Watch with Developing Implications” Access to capital R13 Capitals at risk Strategy at risk S3 Delivering on growth opportunities S4 Optimise capital allocation and maintain a strong balance sheet S5 Operational excellence and cost leadership VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Risk Management 74 75 Priya Agarwal Hebbar Non-Executive Non- Independent Director BOARD OF DIRECTORS THE LEADERS BEHIND A STRONGER VEDANTA 2 Mr. Anil Agarwal is the Non-Executive Chairman of Vedanta Limited and founder of Vedanta Group. Since March 2005, he has been the Executive Chairman of Vedanta Resources. With his four decades of entrepreneurial experience, he has helped to shape the strategic vision of the Company and contribute to the larger purpose of uplifting communities. Under his leadership, Vedanta Limited has grown from an Indian domestic miner to a global natural resources group, with a world-class portfolio of large and diversified assets in oil and gas, zinc, silver, aluminium, copper, nickel, iron and steel and power that are capable of generating strong cash flows. Mr. Agarwal’s vision is to empower the nation by achieving self-sufficiency in natural resources. Over the years, he has invested over US$ 35 billion in the development of the natural resources sector in India and has been a strong advocate for the growth of the MSME sector and start‑ups in India. Mr. Agarwal believes businesses must give back to society and help them prosper and hence, has pledged 75% of his wealth for social good. He has signed The Giving Pledge, a movement of global philanthropists who have committed to giving away a majority of their wealth towards philanthropic and charitable causes. To promote the well-being of communities with a special focus on women and child development, he started his dream project Nand Ghar to develop model anganwadis across India that are focussed on eradicating child malnutrition, providing education, healthcare, and empowering women with skill development. As part of his commitment to nurturing the youth and grassroots talent through the promotion of sports, Mr. Agarwal has contributed by developing state-of-the-art sports infrastructure in India. The Anil Agarwal Foundation is committed to empowering communities, transforming lives and facilitating in nation-building through sustainable and inclusive growth. The Foundation has teamed up with the Bill & Melinda Gates Foundation to improve health and nutritional outcomes. Area of expertise Business leadership Financial expertise Natural resources Capital projects Global experience ESG Corporate governance Mergers and acquisition Government and international relations Technology/digital Mr. Anil Agarwal Non-Executive Chairman 7 Mr. Navin Agarwal has been associated with the Vedanta Group since its inception and has four decades of strategic executive experience. Under his stewardship, Vedanta Limited has achieved a leadership position in all the major sectors in which it operates. Over the years, he has been instrumental in building a highly successful meritocratic organisation. He has been spearheading the Company’s strategy through a mix of organic growth and value- accretive acquisitions leading to Vedanta’s transformation into a globally diversified natural resources company. He is passionate about developing leadership talent and has been responsible for creating a culture of excellence at Vedanta through the application of advanced technologies, digitalisation and global best practices. He drives Vedanta’s unwavering commitment to upholding the highest standards of corporate governance. His vision is to gradually unlock the enormous potential of the natural resources sector and make it an engine of growth for India. In recognition of his exceptional service in the fields of business and entrepreneurship and his contribution to the natural resources sector, he was conferred with the ’Industrialist of the Year’ Award by the Bombay Management Association in 2018. He is a fervent advocate of sustainable development and is committed to advancing the inclusive growth of communities as well as the promotion of culture and sports at all levels. A graduate of commerce from Sydenham College, Mumbai, he has completed the President Management Programme at Harvard University. Area of expertise Business leadership Financial expertise Natural resources Capital projects Global experience ESG Corporate governance Mergers and acquisition Government and international relations Technology/digital Mr. Navin Agarwal Executive Vice Chairman 5 3 Ms. Priya Agarwal Hebbar is a Non‑Executive Director at Vedanta Limited and the Chairperson of Hindustan Zinc Limited. She is also the Director of the Anil Agarwal Foundation. She holds a Bachelor’s degree in Psychology and Business Management from the University of Warwick in the UK. Priya anchors the ESG, Investor Relations, Corporate Communications, Human Resources, Digital and Social Impact for Vedanta Limited. She is deeply passionate about the environment and sustainability and has been playing an instrumental role in the ESG transformation at Vedanta Limited. With focussed action plans on decarbonisation, water positivity, workplace safety, community welfare and workforce diversity, Priya’s leadership is driving Vedanta Limited on a transformative journey to emerge as an industry leader in ESG. Under her leadership, Vedanta has modernised over 4,000 anganwadis across the country through its flagship project Nand Ghar which aims to ensure that seven crore children and two crore women get opportunities even in the remotest parts of the country. Making significant progress in the mission to combat malnutrition and achieve zero hunger, Priya also drives the Run for Zero Hunger movement with the Vedanta Delhi Half Marathon and Vedanta Pink City Half Marathon. Following her love for animals, Priya founded YODA - Youth Organisation in Defence of Animals, a Mumbai- based NGO, in 2010. She is also leading India's first state‑of‑the-art animal welfare project TACO (The Animal Care Organisation) under Anil Agarwal Foundation which will bring leading academicians, medical professionals, and the community together to create a more holistic approach to animal care in India. Area of expertise Business leadership Natural resources Global experience Corporate governance Technology/digital 5 4 3 2 1 Mr. Upendra Kumar Sinha served as the Chairman of the Securities and Exchange Board of India (SEBI) from February 2011 to March 2017. He was instrumental in bringing about key capital market reforms. Under his leadership, SEBI introduced significant regulatory amendments to various Acts and enhanced corporate governance and disclosure norms. Prior to his role in SEBI, he was the Chairman & MD of UTI Asset Management Company Pvt. Ltd. He has also worked for the Department of Economic Affairs under the Ministry of Finance, Government of India. Area of expertise Business leadership Financial expertise ESG Corporate governance Mergers and acquisition Government and international relations Mr. Upendra Kumar Sinha Non-Executive Independent Director 1 2 3 Audit & Risk Management Committee Nomination & Remuneration Committee Corporate Social Responsibility Committee 4 5 6 Stakeholders' Relationship Committee ESG Committee Share and Debenture Transfer Committee 7 Committee of Directors Member Chairperson VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Board of Directors 76 77 Mr. Dindayal Jalan is a Chartered Accountant and has over 40 years of extensive experience in managing business and finance in large metal and mining companies. He is currently an entrepreneur and an Independent Director on the Boards of some prominent companies. In his previous role, before superannuation in 2016, he was the Group CFO of London-listed Vedanta Resources Plc., and an Executive Director and CFO of Vedanta Limited. Mr. Jalan started his corporate journey in 1978 with Aditya Birla Group’s Hindustan Gas & Industries Limited as a management trainee and subsequently rose to the rank of Finance & Commercial Head. He was instrumental in transforming the iron ore business and setting up a greenfield SME business for Essel Mining, an associate company. In 1996, he moved to Birla Copper to lead the Finance & Commercial function. He was part of the core team and was instrumental in setting up and operationalising the greenfield copper smelting project as a robust operating business. He was responsible for raising finance, building the finance team, putting in place strong business processes and systems, negotiating stable sources for long-term raw material supplies, setting up the commodity hedging desk and building a robust marketing organisation. In 2001, he moved to Sterlite Industries (now Vedanta Limited) as CEO of its copper mining business in Australia for 18 months. He led the turnaround of the business by working in a multicultural environment. In 2003, he was appointed the CFO of Sterlite Industries. In 2005, he was elevated to the position of CFO of Vedanta Resources Plc., an FTSE 250, London-listed company. In this role, he provided strategic leadership to the finance function with a clear focus on enhancing shareholders’ value by improving capital management, governance framework, systems and processes, and developing a robust Finance team. He closely worked with the CEO to drive business performance. Area of expertise Business leadership Financial expertise Natural resources Capital projects Global experience ESG Corporate governance Mergers and acquisition Government and international relations Technology/digital Mr. Dindayal Jalan Non-Executive Independent Director 5 5 3 4 1 Mr. Akhilesh Joshi was appointed to the Board with effect from 1 July 2021. He completed his Bachelor’s in Mining from MBM Engineering College, Jodhpur. He holds a Diploma in Economic Evaluation of Mining Projects from the Paris School of Mines. Mr. Joshi has over 44 years of professional experience in mining and has an exemplary track record of nurturing one of the world’s largest integrated zinc, lead and silver-producing organisation. His emphasis on a high-performance culture brings out the best in employees, propelling meticulous execution and delivering extraordinary results. Mr. Joshi served as Chief of Mining Operations at Rampura Agucha Mines and successfully executed mine planning and production ramp-up, which positioned it as the world’s #1 zinc-lead mine for eight consecutive years since 2009. He was the CEO of Hindustan Zinc Limited (HZL) from 2012 to 2015 and was also appointed the President of the Global Zinc Business. From 2004-2005, he provided guidance to gold mines in Armenia. He worked closely with companies such as SRK/AMC etc. for benchmarking and mining methodology evaluations. Currently, he serves on the Boards of HZL, Rajasthan State Mines & Minerals Limited, Ferro Alloys Corporation Limited and FACOR Power Limited. Mr. Joshi is a senior executive of global repute with a proven track record. In his long global career, he has been recognised with numerous awards including the National Mineral Award by the Government of India for his outstanding contribution to mining technology in 2006, Business Today CEO Award, HZL Gold Medal Award by the Indian Institute of Metals. In 2012, he was also felicitated by the Hon’ble Finance Minister, Pranab Mukherjee, for his excellent contribution to the mining sector. He is also a member of the Institution of Engineers (India), Mining Engineers Association of India (MEAI), Mining Geological & Metallurgical Institute of India (MGMI) and Indian Institute of Mineral Engineers (IIME). He is the co-author of a book titled ‘Blast Design Theory and Practice’ and has written various technical papers in relation to exploration and mining since 1995. Area of expertise: Business leadership Financial expertise Natural resources Capital projects ESG Corporate governance Mergers and acquisition Government and international relations Technology/digital Mr. Akhilesh Joshi Non-Executive Independent Director 7 6 4 2 1 4 3 Ms. Padmini Sekhsaria is a Principal at the Narotam Sekhsaria Family Office, where she leads several investment and philanthropic activities. She oversees businesses in technology, education, FMCG, agriculture, construction materials, commodities, and financial services, that directly employ over 3,600 employees. Her experience in youth education, health and vocational skilling spans over 20 years. She started the Salaam Bombay Foundation in 2002, one of the largest school-based preventive health programmes in India. She also heads the Narotam Sekhsaria Foundation, a family philanthropy that is engaged in health, education, and livelihood programmes with interventions in rural and urban areas focussed on community health, preventive and promotive healthcare, capacity building, policy advocacy and systemic change. She serves on the Boards of various non-profit organisations including Ambuja Cement Foundation, Harvard T.H. Chan School of Public Health - India Centre, Sherborne Foundation in the UK, Vassar College and the India Youth Fund in New York. She is an alumnus of the London School of Economics and holds a postgraduate degree in Financial Economics. Area of expertise: Business leadership Financial expertise Natural resources Capital projects Global experience ESG Corporate governance Mergers and acquisition Government and international relations Technology/digital Ms. Padmini Sekhsaria Non-Executive Independent Director concentrator in South Africa. Mr. Misra was appointed as Deputy CEO, HZL on 20 November 2019 and was elevated to CEO & WTD, HZL with effect from August 01, 2020. Mr. Misra is the 1st ever Indian Chairperson of the International Zinc Association. He is also the Vice President of the Indian Institute of Mineral Engineers. He is also the present Vice Chairman of CII, Rajasthan. Mr. Misra was awarded ‘CEO of the Year’ in the Business Leader of the Year awards. After graduating with a bachelor’s degree in electrical engineering from IIT, Kharagpur, Mr. Misra took a Diploma in Mining and Beneficiation from the University of New South Wales Sydney, and another Diploma in General Management from CEDEP, France. He possesses knowledge of TQM, Six Sigma, TPM, and the Malcolm Baldridge Model. Mr. Misra started his career with Tata Steel as Maintenance Head (Electrical), West Bokaro Coal Washery in July 1988. He brings with him a formidable 35 years of rich and diverse experience in Tata Steel, where he headed various strategic positions. In his last assignment at Tata Steel, Mr. Misra worked as Vice President — Raw Materials Division. During his tenure at Tata Steel, Mr. Misra led crucial portfolios like Plant Operations, Mining Operations, and Safety & Project Management. Area of expertise: Business leadership Financial expertise Natural resources Capital projects Global experience ESG, Corporate governance Mergers and acquisition Government and international relations Technology/digital Mr. Arun Misra Executive Director 1 2 3 Audit & Risk Management Committee Nomination & Remuneration Committee Corporate Social Responsibility Committee 4 5 6 Stakeholders' Relationship Committee ESG Committee Share and Debenture Transfer Committee 7 Committee of Directors Member Chairperson Mr. Arun Misra has been appointed as an Executive Director w.e.f 01 August 2023. Mr. Arun Misra is also the CEO of Vedanta’s Zinc Business and has also been leading Hindustan Zinc Limited (“HZL”), a subsidiary of the Company. Mr. Misra has also been overseeing the operations and growth of Vedanta Zinc International which have their mines and VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Board of Directors 78 79 EXECUTIVE COMMITTEE SHAPING A BETTER TOMORROW Mr. Arun Misra has been appointed as an Executive Director w.e.f. 1 August 2023. He is also the CEO & Whole Time Director of Hindustan Zinc Limited (“HZL”), a subsidiary of the Company. He was appointed as Deputy CEO, HZL on 20 November 2019, and was elevated to CEO & WTD, HZL with effect from 1 August 2020. Mr. Misra is the 1st ever Indian Chairperson of the International Zinc Association. He was recently elected as Chairman of CII Rajasthan State Council and previously served as the Vice Chairman. He is also the Vice President of the Indian Institute of Mineral Engineers. He was awarded the ‘CEO of the Year’ in the ‘Business Leader of the Year’ Awards. He is also recognised in the 22nd position of the Top 30 CEOs of India by Startup Lanes. After graduating with a bachelor’s degree in electrical engineering from IIT, Kharagpur, Mr. Misra took a Diploma in Mining and Beneficiation from the University of New South Wales Sydney, and another Diploma in General Management from CEDEP, France. He possesses knowledge of TQM, Six Sigma, TPM, and the Malcolm Baldridge Model. He brings with him 33 years of rich and diverse experience in Tata Steel, where he headed various strategic positions. In his last assignment at Tata Steel, Mr. Misra worked as Vice President - Raw Materials Division. During his tenure at Tata Steel, Mr. Misra led crucial portfolios like Plant Operations, Mining Operations, and Safety & Project Management. Mr. Arun Misra Executive Director VEDL and WTD HZL, CEO, HZL Mr. Ajay Goel Chief Financial Officer Mr. Ajay Goel was appointed as the Chief Financial Officer of Vedanta on 30th October 2023. He joined the Company in March 2021 as Deputy CFO and assumed charge as Acting CFO in October 2021. Mr. Goel brings rich multinational experience with global companies in FMCG and Industrial sectors namely GE, Nestle, Coca Cola, and Diageo. As the CFO, Mr. Goel is responsible for all aspects of finance, including corporate governance, treasury and funding, investor relations, financial planning & analysis, accounting and consolidation, secretarial, and risk management. He also drives business performance monitoring and reporting with a focus on benchmarking and analytics. He is a national rank holder both as Chartered Accountant and Company Secretary and a commerce graduate from St. Xavier’s College, Calcutta University. Ms. Madhu Srivastava was appointed as the Chief Human Resources Officer of Vedanta in December 2018. She has been associated with the Group since the past 12 years and in her earlier role, she was the CHRO for the Cairn Oil & Gas business and was additionally leading the Talent Acquisition and Diversity & Inclusion functions for the Group. Under her leadership, the Group has put in place the right HR policies, progressive people practices and frameworks for talent acquisition and talent management across Vedanta. Madhu has an overall experience of 20 years across HR as well as Sales, Marketing and Operations, spanning the FMCG, telecom, ITES, BFSI and natural resources industries. Madhu commenced her professional journey in 1999 with Godrej where she handled Sales in Gujarat and Maharashtra and later moved to the Corporate Sales & Marketing role. Post working with companies like GE Capital and Reliance in Operations & Marketing profiles, she started her Human Resources journey in 2006 by joining Genpact as Assistant Vice President of Talent Acquisition where she led the middle management hiring. She then went on to lead the recruitments for Citibank’s India operations as Vice President, HR before Joining Vedanta in 2012. She has completed her PGDM in marketing and sales, from IIM, Ahmedabad. Ms. Madhu Srivastava Chief Human Resource Officer Mr. Ajay Agarwal President - Finance & Strategy Mr. Ajay Agarwal is the President - Finance and Strategy of Vedanta. He has more than two decades of leadership experience across various finance verticals like Financial Planning and Analysis, Corporate Finance, Treasury, Investor Relations, Taxation & Commercial functions. Mr. Agarwal brings rich experience in finance consulting and advisory with BIG 4 firms. He is a Chartered Accountant and a lawyer by profession. He joined Vedanta in January 2021 and has successfully led/ contributed to various transformational strategic projects in areas of Business Finance, Strategic M&A, Corporate structures, Tax optimisation, Tax Digital Transformation, and Tax Litigation. Backed by strong leadership skills and experience in managing diverse people, he has managed operations comprising both scale and complexity and has driven transformational change agenda for the organisation. Further, Ajay is a National Committee Member at the Confederation of Indian Industry (CII) and recently has been named as a Chairman at ASSOCHAM for its International Tax Council. Mr. John Slaven was appointed as the CEO of Aluminium, in October 2023. Mr. Slaven spearheads key initiatives towards unlocking the full potential of the Aluminium Business to deliver 3 MTPA of integrated volume and being amongst the top 3 aluminium players in the world. He leads the overall strategy of the Aluminium Business, including development of strategic alliances to fast-track business delivery, as well as Marketing Strategies, ESG and Green Aluminium Strategy. Mr. Slaven is a reputed global leader who brings 34 years of rich experience in the metal & mining sector. He has worked across the entire aluminium value chain in exploration, growth projects, operations, sales, and marketing. Before joining Vedanta, he served as a member of Alcoa’s Executive Leadership team as Executive Vice President and Chief Operations Officer responsible for Alcoa’s global bauxite (45 MTPA), alumina (13 MTPA) and aluminium (2.6 MTPA) assets. He has also worked in key executive roles in the Australian mining and metals major BHP and led the Metals & Mining practice for The Boston Consulting Group (BCG) in North America. He holds a Bachelor of Science degree in Mechanical Engineering from the University of Cape Town and an MBA from Harvard Business School. Mr. John Slaven CEO, Aluminium VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Executive Committee 80 81 Mr. Sunil Gupta, COO of Vedanta Aluminium and CEO of Vedanta Jharsuguda, is a seasoned industry expert with 29 years of diverse experience. Having successfully led both greenfield and brownfield projects, he is strongly committed to building world‑class operations. Sunil joined Vedanta in February 2023 and currently leads the strategic operations of the company’s aluminium business across its plants in Jharsuguda and Lanjigarh in Odisha and BALCO in Chhattisgarh, as well as overseeing the mines business. Under his stewardship, Vedanta’s aluminium production surged to 2.4MTPA, with ambitious plans set for 3 MTPA. His keen focus includes expanding production, optimising the availability of bauxite and coal resources, integrating technology for value addition, and championing sustainability through sustainable practices, fostering inclusive workplaces, and developing community partnerships. Sunil’s exceptional contributions to Corporate Social Responsibility and Energy Reduction have earned recognition from various government agencies. He serves as the Vice‑Chairman of the CII Odisha State Council. Sunil holds a B.E. in Electrical Engineering from Government Engineering College, Ujjain, and an international Management degree from the International Institute for Management Development, Lausanne, Switzerland. Mr. Sunil Gupta CEO, Vedanta Jharsuguda and COO, Vedanta Aluminium Mr. Rajesh Kumar, CEO and Whole Time Director of Bharat Aluminium Company Limited (BALCO), has joined Vedanta in February 2023. With an extensive career spanning 35 years at Tata Steel’s Indian and Thai units, he brings a remarkable depth of expertise in operations, maintenance, project implementation and productivity improvement to his role at BALCO. In his current position, he is accountable for overseeing a broad spectrum of functions across Mines, Aluminium Smelters, Power Plant operations and Growth Project. His primary areas of focus include driving production volumes, optimising cost with operational excellence, ensuring compliance with environmental, social, and governance (ESG) standards, leading growth initiatives, managing business strategically coupled with digitalisation and innovation, fostering employee development, and setting industry benchmarks for best practices. He has been instrumental in the successful execution of large-scale projects, mergers, and acquisitions. His visionary leadership has consistently achieved world-class standards in production, productivity, and quality across various manufacturing units. Before joining BALCO, he was leading a profit centre at Tata Steel and responsible for driving P&L, Sales, Operations and Commercial functions. Mr. Kumar holds a Bachelor’s degree in Mechanical Engineering (B Tech) from Banaras Hindu University (IIT BHU) and a Master’s in Business Administration (MBA) with a gold medal in finance from XLRI, Jamshedpur. He also has done General Management Program from CEDEP, France and advanced TQM program from JUSE, Japan. His academic credentials, coupled with his extensive professional experience, underscore his capability and commitment to driving BALCO’s success. Mr. Rajesh Kumar CEO and WTD, BALCO Mr. Steve Moore was appointed as Dy. CEO of Cairn Oil & Gas in July 2023. He is steering Cairn’s growth strategy towards producing 50% of India’s domestic Oil & Gas and adding reserves and resources to achieve Energy Aatmanirbharta, whilst maintaining the highest level of safety, sustainability and governance standards. He has over 35 years of rich global experience in technical and leadership roles across the UK, Middle East, and Southeast & Central Asia in global majors like Shell, Maersk Oil, Energean and Mubadala Oil. Steve holds a PhD in Chemical Engineering from Newcastle University. Mr. Steve Moore Dy CEO, Cairn Oil & Gas Mr. Chris Griffith was appointed as the CEO of Base Metals to head the proposed Base Metals vertical effective October 2023. He leads the Group’s international zinc business in South Africa and Namibia and the entire copper portfolio including KCM, Zambia, Fujairah, UAE, and Sterlite Copper in India. Mr. Griffith was the former CEO of Gold Fields, one of the largest gold players globally. Before Gold Fields, he served as the CEO of two major businesses at global mining major, Anglo American-Anglo American Platinum and Kumba Iron Ore. Mr. Chris Griffith CEO, Base Metals Mr. Puneet Khurana Dy. CEO, Copper Operations Mr. Puneet Khurana has been associated with Vedanta since 2006 and presently serves as the CEO of Copper and Nickel Operations. Prior to this, he has been in various cross-functional & cross- business leadership roles in the Group where he was instrumental in driving the top line and bottom line by using important levers i.e. increase in volumes, reduction in cost, improvement in sales realisation and free cash flow through benchmarking and business partnering. Mr. Khurana currently plays a pivotal role in unlocking the full potential of Vedanta’s Copper’s and Nickel operations in India and the Middle East. Under his leadership, the Company is undertaking strategic growth and debottlenecking projects, adopting cutting-edge global practices, and embracing digitalisation. He places a strong emphasis on customer service excellence, highest quality standards, ESG and leveraging technological advancements to drive operational efficiencies. Mr. Khurana holds a B. Tech degree from AKG Engineering College, Ghaziabad, and an MBA from ICFAI Business School, Hyderabad. He has been felicitated with the “CEO of the Year Award – 2024” by Indian Achievers Forum and “Great Manager Award” by Economic Times. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Executive Committee 82 83 Mr. Pankaj Kumar Sharma was appointed the CEO of FACOR, a leading producer and exporter of Ferro Chrome in India in June 2023. He joined Vedanta in 2018 and has made notable contributions to the field of metal operations and functions and has also held significant leadership roles in BALCO and HZL. In his current role as CEO, Mr. Sharma provides strategic direction and overall leadership to ensure exceptional business performance at FACOR. His responsibilities span driving growth across Mines, Charge Chrome Plant, and Power Plant, with a strong focus on Volume, Cost, ESG, Growth Projects, Business Partner Management, Digitisation, Innovation and Technology, People Development, and Benchmarking with best practices. With a professional journey spanning 24 years, Mr. Sharma has made substantial contributions to the metal and cement industry. He has worked with esteemed companies such as JSW Cement, Century Textile Industry Limited, Lafarge Holcim, and ACC Ltd. He holds a degree in Mechanical Engineering and has completed various leadership development programmes from globally renowned institutions and is a certified Total Quality Management (TQM) professional from AOTS Japan. Some of his accomplishments include being awarded the Chairman’s Award for Best SBU Director, the People’s First Leader by People First HR, and the Business Leader of the Year Award by the World HRD Congress. Mr. Pankaj Kumar Sharma CEO, FACOR Pranab Kumar Bhattacharyya is an esteemed and proficient executive currently holding the position of CEO- Alumina Business at Lanjigarh. He stands out as a seasoned leader with a robust record of driving business excellence and fostering sustainable growth across diverse industrial sectors. His career spans over 30 years across multiple domains including Copper, Alumina, Fertilisers, and Chemicals. During his tenure at Hindalco Industries – Copper, Pranab occupied various strategic roles, showcasing his leadership and operational prowess. He also served as Unit Head and Chief Manufacturing Officer at Paradeep Phosphates. In his current capacity, Pranab is responsible for driving overall business performance, EBIDTA, FCF and leading growth initiatives with a strong emphasis on Safety, Sustainability, Employee Relations, and the implementation of best-in-class ESG practices. He is also actively leading the vertical integration of the Alumina Business. Pranab holds a BTech in Chemical Engineering from the University of Calcutta and pursued Post Graduation in General Management from SP Jain Institute of Management, Mumbai. He further honed his skills as a ‘Kellogg Executive Scholar’ in General Management from the Kellogg School of Management. Pranab Kumar Bhattacharyya’s Leadership and Impact have been widely recognised. He received the ‘Aditya Birla Award for Outstanding Achievement - 2007’ from KM Birla during his tenure at Hindalco, underscoring his exceptional performance. Additionally, he has been honoured with the ‘Kalinga Business Excellence Award – 2021’ and the ‘Kalinga Leadership Excellence Award – 2022’ by the state pollution control board. His dedication and valuable contributions have also been acknowledged with a special ‘Chairman Discretionary Award - 2024’ at Vedanta. Pranab Kumar Bhattacharyya CEO, Alumina Business Mr. Vibhav Agarwal joined Vedanta in June 2022 and has been appointed as the Chief Executive Officer of Power. With over two and half decades of experience across India’s leading Infrastructure and power companies, he is a name to reckon with in the Indian business landscape. Mr. Agarwal is an Electrical Engineer from NIT Warangal, and an alumnus of IIM Mumbai with a stronghold in projects, business development, and finance. Having led the construction of over 6,000 MW of power projects from bidding to commercial operations, he has proven expertise in managing large, complex contracts, effectively leveraging corporate affairs, driving policy advocacy, turning-around loss making entities, and leading transformations resulting in agile and responsive organisations. He has successfully led critical areas of financing, restructuring, divestments, portfolio management and key strategic initiatives, adding value for all stakeholders. He has well-rounded experience across thermal, hydro, and renewable power sectors giving him comprehensive insights into the complexities of the power sector. Mr. Vibhav Agarwal CEO, Power Mr. Navin Jaju, CEO of Sesa Goa, Vedanta Limited is a well-seasoned executive with extensive diversified experience of over 19 years in the metal & mining sector. He brings demonstrated leadership experience in multiple business verticals ranging from financial planning & analysis, taxation, audits, accounting & consolidation, compliance & secretarial, risk management, expansions, new acquisitions, and mergers and so on. He has established a strong track record of achieving business growth vision with utmost focus on best-in-class ESG standards, strategic directions, team building, exceptional P & L results, people practices and business process re-engineering. In his current role, he is responsible for overall business performance, growth & expansions of Vedanta’s Sesa Goa Business having footprints across 5 states in India and overseas operations in Liberia-West Africa. Before he was appointed as the CEO of Sesa Goa on 9 December 2022, Mr. Jaju was the Chief Financial Officer of Vedanta’s Iron & Steel sector and was instrumental in effectively driving business growth and expansions. He is also well known for his vital contribution to cross-functional & leadership roles across the Vedanta Group including Hindustan Zinc, BALCO, Sesa Goa and Corporate. He is a qualified Chartered Accountant (CA) from The Institute of Chartered Accountants of India and holds a bachelor’s degree in commerce from St. Xavier’s College, Kolkata. Mr. Navin Jaju CEO, Sesa Goa Mr. Ashish Gupta CEO, ESL Steel Mr. Ashish K Gupta is the Chief Executive Officer of Vedanta, ESL Steel Limited, and joined Vedanta in September 2022. He holds a bachelor’s degree in electrical engineering from IIT Roorkee and General Management from XLRI, Jamshedpur and CEDEP, INSEAD, France. Previously, he worked with the Tata Steel group for 27 years and was the Managing Director of TMILL (Tata Steel JV) and later with Texmaco Rail & Engineering as the Managing Director. He brings over 30 years of rich & diverse experience in leading various strategic positions within the Tata Group. He has also been a board member of Tata NYK, Singapore, TKM Global and ISL, Dubai. He has proven proficiency in the areas of capacity exploitation and de-bottlenecking, cost management, business growth and operational efficiency, new business development and management of large workforce and organisation. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Executive Committee 84 85 Mr. Dhiraj Nayyar Director - Economics & Policy Mr. Dhiraj Nayyar was appointed as the Director, Economics & Policy of Vedanta in October 2019. Before that, he was the Chief Economist of Vedanta since October 2018. Between 2015 and 2018, Dhiraj was Officer on Special Duty and Head of the Economics, Finance & Commerce vertical at NITI Aayog, Government of India. At NITI Aayog, he was responsible for all policy matters related to the Ministry of Finance and Department of Commerce. Before joining the Government, he did several stints in senior positions in the media; as Opinion Editor of Financial Express, Deputy Editor of India Today, Editor-at-large of Firstpost.com, Managing Editor of The Quint and India Columnist for Bloomberg View, New York. In 2013, he was awarded a Bastiat Prize in Journalism by the California-based Reason Foundation. Mr. Nayyar was trained as an economist at St. Stephen’s College, Delhi, Merton College, Oxford (where he was a Radhakrishnan Chevening Scholar) and Trinity College, Cambridge (where he was a Gates Cambridge Scholar). A prolific writer, he is the author of Modi & Markets: Arguments for Transformation, co-author of Innovation Republic, and editor of two books - Surviving the Storm: India and the Global Financial Crisis and Dogs and Us: Collected Short Stories. He writes regular columns in Economic Times and Open magazine and occasionally in Indian Express and Times of India. Dr. Sanjeev Gemawat was appointed as the General Counsel of Vedanta in June 2022. He brings with him three decades of rich experience in wide- ranging industries like manufacturing, automobile, real estate, and hospitality. Dr. Gemawat has been recognised among the Top General Counsels of India in various prestigious General Counsel lists. He is one of the founders of the GCAl and has been inducted into the ‘Global Hall of Fame’ for his contribution to the legal ecosystem in India and the world. Dr. Gemawat is a postgraduate and doctorate in law, a qualified Chartered Accountant, a Cost Accountant and a Chartered Secretary from India & the UK. Mr. Sanjeev Gemawat General Counsel Ms. Ritu Jhingon was appointed as the Director of Communications in 2021 in addition to CEO of Vedanta’s flagship CSR programme - Nand Ghar. She plays a vital role in positioning Vedanta’s vision, commitment, and achievements as well as continuous engagement with key stakeholders. She is instrumental in driving internal and external campaigns and communication for the organisation and leadership messaging across multiple platforms, cultivating positive brand image and establishing Vedanta as a prominent philanthropic Group. Ritu brings a rich experience of over 30 years and has worked with Hindustan Times and Ogilvy in the past. She has been associated with the Group since 2010 and has made significant contributions by institutionalising Vedanta’s flagship Nand Ghar programme from conceptualisation to a national movement and enhancing Vedanta’s brand perception both in India and globally. She holds a Master of Business Administration Degree in Marketing and Advertising. Ms. Ritu Jhingon Director Communications & CEO Nand Ghar Mr. Shrikant Saboo Director - Commercial & Marketing Mr. Shrikant Saboo was appointed as the Director, Group Commercial, Marketing & Risk of Vedanta in August 2022. His key priorities include designing and driving the Commercial, Marketing, E-commerce and Risk strategies in line with global best practices and unlock value for the organisation. Further, his focus is on building strong Commercial & Marketing teams and robust OEM relationships to achieve growth and profitability. He is a Chartered Accountant and holds an MBA from Emory University, Goizueta Business School, Atlanta. He brings 30 years of rich and diverse experience across Procurement & Supply Chain, Corporate Finance, Treasury, Commodity & Forex Risk Management,, Mergers & Acquisitions & Business Strategy. He held global leadership roles with Hindalco Industries Ltd in India and with Novelis Inc in the US. Before joining Vedanta, he was with Indorama Ventures PCL in Thailand, leading the global procurement of key raw materials, strategising the sales of specialty products, and supervising the global Aromatics finance & Asia logistics teams as Senior Vice President and Chief Commercial Officer- Feedstock. Mr. D Srikanth Director - Projects Mr. D. Srikanth commenced his role as Director - Projects at Vedanta, effective 4 October 2023. With 31 years of diverse experience in strategic roles across the EPC industry, he brings industry- leading practices and cutting-edge technology to ensure projects are delivered within budget and on schedule. Previously, Mr. Srikanth made significant contributions at Reliance Industries Ltd, Thyssen Krupp UHDE India Pvt Ltd, Tecnimont ICB, J Ray McDermott Middle East Inc, and Saipem. Before joining Vedanta, he was associated with Mundra Petrochem Ltd (Adani Petrochemicals). His expertise includes managing and commissioning multiple projects, developing new project plans as well as strategies, and feasibility studies for additional downstream products. He holds a bachelor’s degree in chemical engineering from the University of Mumbai and a Diploma in Energy Management Technology from Annamalai University. Mr. Rohit Agarwal Director - Management Assurance Mr. Rohit Agarwal was appointed as Director of MAS in December 2022. He leads the overall Assurance vertical as the custodian of ethics and integrity, ensuring zero leakages across the organisation with a specific focus on the right people, right partners, right material and right practices. His priorities are to unlock value through business partnering, use of the latest technology & data analytics and enhance internal controls, compliance & governance framework. He is a qualified Chartered Accountant and has been associated with the Group for over 19 years with a brief stint outside the Group. He joined as a Management Trainee in 2005, worked in various businesses across the Group including overseas (Armenia and Australia) in various capacities and rose to the ranks of CFO of TSPL in 2018 through various internal Act-up programmes/Chairman Growth workshops. He has been a part of various key transformational projects in the finance domain over the years and has contributed immensely to the growth journey of Vedanta. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Executive Committee 86 87 Prerna Halwasiya Company Secretary & Dy. Head Investor Relations Ms. Prerna Halwasiya was appointed as the Company Secretary and Compliance Officer of Vedanta in July 2018. She drives Vedanta’s unwavering commitment to upholding the highest standards of Corporate Governance. She took up the additional role of Deputy Head, Investor Relations in April 2023. In this role, she works with the finance leadership to enhance the quality, depth and diversity of our investor base and communicate the Company’s compelling story through its vision, performance delivery, project milestones and global best practices. Her rich experience of over 15 years in shareholder engagement and multidisciplinary areas of secretarial function is of immense value as the Company strives to optimise value for its shareholders. She joined Vedanta Group in August 2007 and has since been part of the Corporate Secretarial and Compliance Function. She is a qualified Company Secretary from the Institute of Company Secretaries of India (ICSI). Mr. Rajinder Singh Ahuja assumed the critical role of Chief Health, Safety, Environment & Sustainability at Vedanta in July 2021. With an impressive 25 years of rich and diverse leadership experience spanning the Metal & Mining, Cement, and Power industries, he brings a wealth of expertise to the organisation. Mr. Ahuja was conferred with the prestigious title of ‘Most Influential Sustainability Leader of India’ during the India Sustainability Leadership Summit & Awards in 2019. This accolade underscores his significant impact on sustainable practices within the industry. Currently, Mr. Ahuja leads Vedanta’s ESG transformational journey, aiming to establish the company as a global ESG leader. His strategic vision focusses on building a long-term ESG strategy and governance to improve overall performance and implement best practices in the fields of Health, Safety, Environment, and Sustainability. Leveraging industry benchmarks, advanced analytics, and digitisation, he ensures Vedanta remains at the forefront of sustainable excellence. Mr. Ahuja holds a bachelor’s degree in electrical engineering from REC Bhopal. His commitment to continuous learning led him to participate in a year-long leadership development programme by Aon Hewitt and, more recently, the SUSTAINABILITY 101 Course on ESG by McKinsey. He is also a Dupont-trained resource in Safety management systems, including Safety Interaction, Contractor Safety Management (CSM), Incident Management (IM), Fatality and Serious Injury Prevention (FSIPP), and Standard Rules and Procedure (SRP). Mr. Rajinder Singh Ahuja Head - HSE & Sustainability Mr. Gopal Prasad Choudhary was appointed as the Chief Security Officer of Vedanta in June 2022. He has been associated with the Governing Body of Rashtriya Raksha University, a Central University and an Institute of National Importance mandated to provide security and strategic education in contemporary and futuristic security and strategic studies. He moved from the Police Service to the Corporate world in 2009 and has also served Tata Steel as Chief Security & Brand Protection and Wipro as Vice President and Global Security Head. He acquired expertise in Risk Management, Industrial Security, Brand Protection, Supply Chain Security, Port and Aviation Security, Disaster Management, Loss/Fraud Prevention and Management, Forensics, Technical Convergence, Intelligence and Surveillance, management of Naxalism, terrorism, organised crime, etc. He has held the positions of Secretary of the Electronics City Industries’ Association, Bangalore, and President of the International Institute of Security and Safety Management, a Not-For-Profit organisation. He is a Law graduate and served the Government of India and the State Government for more than 19 years as an Army and Police Officer. Mr. Gopal Prasad Choudhary Chief Security Officer Mr. Gaurav Sarup was appointed as the Director - ESG, Carbon, & Social Performance of Vedanta in October 2020. He plays a vital role in setting the Group’s ESG strategy, which includes commitment to becoming a Net Zero Carbon business. He also oversees the progress on the Group’s nine ESG targets and progress on disclosing ESG performance in the annual Sustainability, TCFD, BRSR and Integrated Reports. He has been instrumental in driving engagement with ESG rating agencies to improve their overall outlook on Vedanta’s ESG impact. With nearly 20 years of work experience across multiple sectors, Mr. Sarup brings rich experience as a sustainability & ESG professional. He joined Vedanta in 2013-14 in the Oil & Gas business and has been part of the Group sustainability function since 2017-18. He holds an MBA in Sustainability from Boston College’s Carroll School of Management. Mr. Gaurav Sarup Director - ESG, Carbon, & Social Performance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Executive Committee 88 89 STAKEHOLDER ENGAGEMENT STRONGER VEDANTA BUILT ON STRONGER RELATIONS At Vedanta, effective stakeholder engagement is pivotal in establishing stronger relationships. It helps us to identify and address the concerns of our stakeholders, fostering greater trust and collaboration. These engagements further allow us to better understand the operating context and gain valuable insights that shape our decision‑making process and strategies. This empowers us to stay at the forefront of opportunities, securing sustainable growth and long-term value creation. The table below sets out how we engaged with our stakeholders during the year to address their concerns and meet their expectations. Key Expectations Undertaking need-based community infrastructure projects Increasing reach of community development programmes Provision of jobs & other means of livelihood Improving grievance mechanism How We Engage The Group has established a comprehensive social framework as a key to engaging with local communities. The Social Performance Steering Committee (SPSCs) employs a cross-functional approach to community engagement through community group meetings and village council meetings Community needs/social impact assessments are developed to undertake need-based community projects. We are increasing our community outreach via public hearings, grievance mechanisms and cultural events. Vedanta Foundation supports community engagement by supporting them philanthropically How We Engage The Group has implemented multi-stakeholder initiatives and partnerships with international organisations to align with the expectations of the global sustainability agenda. Any key concerns or trends from engagements with international, national and local NGOs are reported to the relevant community of practice. Conferences and workshops are conducted as needed How We Engage The Group undertakes employee performance management and employee feedback as the primary mode of engaging with employees. We follow a multi-dimensional approach to career and leadership development through V-Lead and ACT-UP programmes Chairman’s workshops, Chairman’s/ CEO’s townhall meetings and plant-level meetings are organised periodically to improve performance on material issues pertinent to Vedanta Limited Event management committee and welfare committee to assist in the training, organisation and supervision of employee engagement initiatives How We Engage The Group ensures consistent implementation of the code of business conduct via in-person visits to customers, suppliers and vendors. To ascertain contractual integrity, a vendor scorecard is maintained. We strive to improve the overall customer experience through continual customer satisfaction surveys and meetings How We Engage The Group has an active investor relations team that consistently provides disclosures on economic, social and environmental performance. The team provides regular updates to stakeholders through investor meetings, site visits, conferences and quarterly result calls The Company organises annual general meetings to engage with our key financial audience i.e., shareholders, investors & lenders. For stakeholders to raise their concerns, a dedicated contact channel has been assigned – ir@vedanta.co.in and esg@vedanta.co.in How We Engage Engagement with regulatory bodies includes participation in government consultation programmes. The Group engages with - national, state, and regional - government bodies at the business and operational levels both directly and through industrial associations Key Expectations Safe workplace Improved training on safety Increased opportunities for career growth Increasing the gender diversity of the workforce Key Expectations Consistent disclosure of economic, social, and environmental performance Key Expectations Expectations of being aligned with the global sustainability agenda Compliance with Human Rights Key Expectations Consistent implementation of the code of business conduct & ethics Ensuring contractual integrity, data privacy Key Expectations Compliance with laws Contributing towards the economic development of the nation Local Community Civil Society Employees Industry (Suppliers, Customers, Peers, Media) Shareholders, Investors, & Lenders Governments Initiatives in FY 2023-24 Completed baseline, need, impact and SWOT assessments in all BUs Community grievance process followed at all operations Launched Project Panchhi to help young women in the local communities get higher education and placed in Vedanta’s workforce. `438 crore of CSR investment 17.4 million community members benefited 2.3 million man-hours of safety training 40% of all new hires are women 31 man-hours Average training man-hours for total workforce ` 3,300 crore Employee Benefit Expense 73% Employee Satisfaction ` 29.5 per share declared dividend 4,076 No. of people trained through our skill training programmes ` 38,095 crore Local Procurement ~` 54,402 crore paid to the exchequer Initiatives in FY 2023-24 Identification of top talent and future leaders through workshops Recruitment of global talent through hiring from top global universities Strengthening gender and regional diversity with V-Lead and V-Engage respectively Dedicated hiring drive for women Initiatives in FY 2023-24 Sustainability assurance audits conducted through Vedanta Sustainability Assurance Programme (VSAP) Bi-weekly investor briefings and proactive engagement with the investor community on ESG topics Initiatives in FY 2023-24 Membership of international organisations including the United Nations Global Compact (UNGC), Confederation of Indian Industry (CII) , Indian Biodiversity Business Initiative (IBBI), Federation of Indian Mineral Industry (FIMI) and Federation of Indian Chambers of Commerce & Industry (FICCI) Alignment with Sustainable Development Goals Compliance with the Modern Slavery Act Initiatives in FY 2023-24 Active hotline service and email ID to receive whistle-blower complaints Vendor meets to understand vendors and supplier’s issues Initiatives in FY 2023-24 Partnership with UP government to eradicate state’s malnutrition by 2024 Partnership with Rajasthan government to modernise 25,000 anganwadis Taxes paid to the government Regulatory compliances met VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Stakeholder engagement 90 91 MATERIALITY ADDRESSING PRIORITY MATTERS FOR A SUSTAINABLE FUTURE Materiality matrix Identifying the areas most material to our business helps us align our business priorities, act ethically and responsibly, and create long-lasting impact. The three pillars that constitute our sustainability strategy – Transforming Communities, Transforming the Planet and Transforming the Workplace and the nine subsidiary aims, are all closely linked with our material issues. Vedanta conducted a comprehensive stakeholder engagement and materiality exercise in FY 2022-23, helping us identify key material issues. In FY 2023-24, these matters were revisited and analysed internally to check their relevance and potential risks. We effectively address these issues and several more through our ESG KPIs, guided by well-defined targets and driven through pragmatic sustainability frameworks. Impact on Business Importance to Stakeholder M1 M2 M3 M5 M4 M6 M8 M9 M10 M11 M12 M7 M13 M14 M15 M17 M16 M20 M18 M19 M21 M22 M24 M25 M23 Important issues M21 Data Privacy & Cyber Security M22 Pandemic Response & Preparedness M23 Material Management & Circularity M24 Product Stewardship M25 Macro-economic & Geopolitical Context Highly material issues M1 Community Engagement & Development M2 Water Management M3 Health, Safety & Wellbeing M4 Business Ethics & Corporate Governance M5 Climate Change & Decarbonisation M6 Diversity & Inclusion M7 Air Emission & Quality Material issues M8 Biodiversity & Ecosystems M9 Waste Management M10 Labour Practices M11 Long-term Growth & Profitability M12 Innovation & R&D M13 Tailings Management M14 Responsible Advocacy M15 Talent Attraction & Retention M16 Learning & Development M17 Sustainable and Inclusive Supply Chain M18 Indigenous People & Cultural Heritage M19 Land Acquisition, Rehabilitation & Closure M20 Human Rights Key KPI’s FY 2023-24 Performance Targets/Initiatives for FY 2024-25 SDG Alignment Total community spend Total outreach Nand Ghars in operations ` 438 crore 0.3 million individuals skilled, empowering 1.5 million members of their household Nand Ghars - 6,000 13.3 million women & children benefited 1.5 million families empowered Nand Ghars - >9,000 Community Engagement and Development Recycling % Freshwater reduction Water positivity ratio Water recycling rate at 30% 2.7% reduction in fresh water consumption since FY 2020-21 5 businesses water positive (Cairn, HZL, IOB, BMM, FACOR Mines) Water positivity ratio - 0.71 Water positivity ratio - 0.7 Water Management Zero fatalities TRIFR LTIFR CAPA compliance target 3 fatalities TRIFR - 1.3 LTIFR - 0.62 CAPA compliance 92% Zero fatalities TRIFR - 0.76 Health, Safety and Well-Being GHG emissions RE power in operations Biomass usage GHG emissions 65.8 million tCO2e RE PDAs in place - 835 MW RE RTC 66,081 tonnes of Biomass usage RE RTC - >1,000 MW RE RTC Biomass usage - ~1,25,000 tonnes Climate Change and Decarbonisation Women employees in organisation Women employees in leadership positions 20% women 8% women in leadership positions Our diversity and inclusion targets have FY 2029-30 as the target year Diversity and Inclusion SOx emissions NOx emissions SPM All operations confirming to statutory limits for SOx & NOx HZL has introduced Battery Electric Vehicles in underground mining which will help to reduce SPM and other emissions VAL J is operating the largest fleet of electric forklifts which has helped reduce diesel consumption Maintain all operations below statutory limits of air emissions Increase deployment of EVs at site FGD installation at VAL-L new power units Air Emissions and Quality Zero issues related to corporate governance Transparent disclosures Zero issues related to corporate governance Transparent disclosures done through Sustainability, TCFD, IR, and BRSR reports No major incidents in corporate governance Include TNFD in the disclosures list Business Ethics and Corporate Governance Highly Material Material Important Environmental Social Economic Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Materiality 92 93 OUR ESG STRATEGY ESG: A BUSINESS IMPERATIVE Environment, Social and Governance Environment, social and governance (ESG) issues have critical impact on several dimensions of our business – from our bottom line to our brand value and reputation. Recognising this, we, at Vedanta, have consistently prioritised effective identification, monitoring and management of ESG issues. To keep building A Stronger Vedanta we follow a three-pronged sustainability strategy – Transforming Communities, Transforming the Planet and Transforming the Workplace. Multiple facets of ESG are integrated across our processes, and embedded across our different verticals in diverse geographies. As a large, multinational natural resources company we are sensitive to the many expectations that our stakeholders have from us. Our sustainability strategy tackles the most significant of these like resource use, water security, lower carbon footprint, better health and safety, inclusive workplaces and human rights, and good corporate governance. We ensure efficient outcomes by adopting best-in-class frameworks and technologies, aligning with globally accepted standards and bringing in leadership accountability. Today, national and international governments have well‑defined targets to combat climate change and enable greater social equity. Through the pillars of Transforming Communities, Transforming the Planet and Transforming the Workplace, we throw our weight with national and international priorities, constantly demonstrating that no goal is too big to warrant non-engagement by us. We do this by setting pragmatic targets over the short-, medium- and long-term, and operating within a strong ESG governance architecture. The Transforming Communities pillar addresses the UN SDGs of removing hunger, providing quality education and decent work and economic growth and this year we have helped 15.8 million women and children gain access to education, nutrition and healthcare through our community initiatives. India seeks to become net-zero by 2070, while Vedanta targets achieving this by 2050. This year, we have avoided 6 million tonnes of GHG emissions, against our 2021 baseline because of our decarbonisation initiatives. Through our actions, we are taking resolute steps towards A Stronger Vedanta as we unite our efforts to build a robust organisation with our dedication towards creating a better world and society. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 95 94 TRANSFORMING FOR GOOD Transforming Together for a Sustainable Future At Vedanta, we aim to create value for our stakeholders, lead a purpose-driven transformation and be future-ready by investing in a sustainable tomorrow. Our three-pillared sustainability strategy focusses on Transforming Communities, Transforming the Planet and Transforming the Workplace. These will aid our efforts to uplift and empower the underprivileged, establish environmentally friendly mining standards, expand our green product portfolio, and create a safe, inclusive, merit-based and nurturing workplace. We intend to achieve these goals through our nine aims, which are closely aligned to our business activities. We aim to address our stakeholder’s material concerns including climate change and decarbonisation, water management, biodiversity, health and safety, diversity, inclusion and equal opportunity, supply chain sustainability and community development by setting time-focussed, pragmatic targets driven by well-defined sustainability key performance indicators. The seamless implementation of this approach is achieved through sound policies and frameworks aligned to globally accepted standards. Commitments and targets Transforming communities Transforming the planet Transforming the workplace Aim 1 Keep community welfare as the guiding principle for our business decisions Aim 2 Empower 2.5 million individuals with enhanced skillsets Aim 3 Uplift 100 million women and children via social welfare interventions Aim 4 Net Zero Carbon by 2050 or sooner Aim 5 Achieving net water positivity by 2030 Aim 6 Enhance our business model by incorporating innovative green practices Aim 7 Prioritise the safety and health of our workforce Aim 8 Promote gender parity, diversity and inclusivity Aim 9 Align with global standards of corporate governance ESG Governance Making ESG effective through organisational actions For a diverse and distributed organisation like Vedanta, effective ESG implementation demands a well- entrenched and performance-based execution mechanism. Our Board includes the ESG Committee, which drives the Group’s ESG agenda and monitors implementation of strategies at the Group level. The strategic output of this Committee is contained in the policies of the Vedanta Sustainability Framework (VSF), while the evaluation of Group-wide/ BU-specific ESG performance is done through the Vedanta Sustainability Assurance Process (VSAP). The Group ESG team, which is a part of the Executive Committee, anchors the effort of drawing up the overall ESG strategy by involving both internal and external stakeholders. The Executive Committee, along with ESG ManComm, and internal management teams comprising functional leaders and BU‑level ESG teams is tasked with ensuring individual BU-level conformance with standard practices. These committees are also the custodian of the Group‑level ESG roadmap. In this way, both a top‑down and bottoms-up approach is integrated. At the BU level, each business has separate ESG teams responsible for implementing their respective ESG strategy. Further, to drive consistent adoption of strategies, concentrate grassroots-level innovation efforts, drive progress on the aims, and integrate ESG practices across all functions, Vedanta has developed function-specific “Communities of Practice” (COP). There are 13 COPs and they exist at the Strategic Business Unit (SBU/site), Business Unit (BU/ Sector) and Group level. The flowchart given below shows how the different layers interact and work together. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 96 97 ESG Governance At Vedanta Issues that mattered the most to the Board Board hours spent ratio: Making time count Board of Directors Group-level Board oversight Executive-level management BU/SBU-level implementation Group ESG Ex-Co (Part of group Ex-Co) ESG Management Committee Safety performance Water and biodiversity Decarbonisation roadmap Disclosures & statutory findings Tailings management ESG Governance Corporate Transformation Office (TO) Transformation Office- BU & Functional Communities of Practice (13 COPs) ESG Board Committee Oversees Strategies/Policies/Procedures + Evaluates Performance via VSAP High Medium High Monthly forum with Group Ex-Co to update on overall ESG progress Weekly TO meeting with Group Executive Director to drive and accelerate the high impact project implementation 9 BU TOs, Functional TOs and 1 reporting & disclosure TO running on a weekly/fortnightly level to monitor progress and drive implementation across the organisation 13 COPs, 250+ Community members identified across all BUs/SBUs to drive agenda within communities Fortnightly meeting for Programme updates on 9 aims for Group‑level & BU targets against actual progress. Key decision such as strategic direction and cross‑functional support Composition of the Board ESG Committee UK Sinha Non-Executive Independent Director Akhilesh Joshi Non-Executive Independent Director Priya Agarwal Non-Executive Non- Independent Director Arun Misra Executive Director Chairperson Members The Board ESG Committee meets twice in a year and charts the course for turning key material issues into executive action. This Committee also remains vigilant about keeping Vedanta’s ESG strategy in sync with global and industry developments and in ensuring that we stay ahead and competitive. During this financial year, the Board’s ESG Committee focussed on the following material issues: The micro-level concerns covered under each of these material issues are as follows: Safety performance Strengthening our decarbonisation roadmap Compliance management Ensuring Tailings Dam stability wherever vulnerabilities detected Key areas of performance Oversight on fatality investigations Fatality prevention and engineering controls Safety performance monitoring through Integrated HSES portal Risk governance Key areas of performance Evaluating progress made on Water Stewardship Roadmap and key water projects Identifying key action items for achieving Net Water Positive Index (NWPI) across BUs Defining SOPs for NWPI Fine-tuning site-specific approaches for more effective conservation and mitigation and better monitoring and reporting Key areas of performance Oversight on the Group’s Net Zero roadmap Review of semi-annual GHG performance Evaluating RE expansion, and CCUS and hydrogen-based technologies Inclusion of Scope 3 emissions calculations for business Key areas of performance Peer benchmarking and best practice identification across national and international peers Evaluating preparedness and assurance competencies for differed BRSR topics Understanding disclosure requirements, frameworks and performance adaptability of various reporting protocols viz. GRI, CDP, IR, DJSI, BRSR, Tax transparency report etc. Key areas of performance Developing the Group’s Tailings policy Reviewing safety aspects of tailings’ dams Setting targets for 100% compliance with GISTM by 2025 Key areas of performance Review of progress on all 9 aims and select KPIs; using digital platform for such tracking Setting direction for future goals on ESG roadmap Review of the Group’s ESG rankings and ways for maintaining and improving them Business impact Business impact Business impact Business impact Business impact Business impact High Medium High 50% 50% ESG Performance ESG Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 98 99 ESG Scorecard Vedanta Sustainability Framework (VSF) The Vedanta Sustainability Framework functions as the foundational framework for all Group-wide sustainability actions. It contains policies, standards, and guidance documents and is aligned with International Council on Mining and Metals (ICMM), International Finance Corporation (IFC), and UNGC. It serves as a reference platform for operational decisions, thereby assisting in end‑to-end sustainability integration. We provide education, training, and development opportunities to our employees and business partners so that they gain expertise in working in conformance with the VSF. Vedanta Sustainability Assurance Process (VSAP) The VSAP serves as the internal audit tool and assists in Group-wide ESG compliance and integration across Vedanta’s business units. Beyond compliance, it also measures sustainability performance across various criteria, highlighting gaps and contributing towards their timely completion and overall efficacy. Vedanta has been able to achieve steady progress across its ESG goals emerging as a strong sustainability leader at the industry level due to mechanisms like the VSAP and VSF that tie in every member of the organisation in a matrix of responsibility and performance. VSAP scores are a key variable in determining Executive compensation VSAP results are reviewed by Board‑level ESG Committee Sustainability criteria have a weightage of 15% in annual performance-linked KPIs that determine executive compensation Cultural Transformation towards ESG integration For A Stronger Vedanta, both a strong ESG implementation architecture – represented by our ESG governance mechanism and a people-led culture that embraces all aspects of sustainable business, are crucial. To kickstart this ESG-friendly cultural transformation, we have been doing several things. Trainings help promote global understanding of sustainability-related risks and challenges among our employees and leaders, and we conduct both general and issue‑specific trainings to address these areas effectively. ESG topics such as decarbonisation, health & safety, ethics and integrity, and human rights are part of our induction training for new employees (across leadership levels) and the on-boarding process for our business partners. ESG acculturation is also promoted through regular performance monitoring of ESG KPIs, with departmental teams like Environment, Finance, Commercial etc. having key responsibilities towards aligning performance for respective KRAs. As a result of such efforts, there has been increased interest and engagement from employees and other stakeholders. Transforming Communities Transforming Planet Aim 1 Keep community welfare as the guiding principle for our business decisions Aim 3 Uplift 100 million women and children via social welfare interventions Aim 4 Net-zero carbon by 2050 or sooner Aim 5 Achieving Net Water Positivity by 2030 Aim 2 Empower 2.5 million individuals with enhanced skillsets KPIs FY 2024-25 goal FY 2029-30 goal Baseline Progress as of FY 2023-24 Material Issues UN SDGs Review Frequency of Aim Impact Management Zero social incidents category 4 and above - - One category 4 and four category 5 incidents were reported in FY 2023-24 Community Development 8.3 Determined by site-teams Transparency & Trust Signatories and participants in VPSHR - - Application for VPSHR membership submitted to the VPI Secretariat Set up an external Social Performance advisory body - - Yet to be undertaken Annual human rights assessment across all the businesses - - Planning phase completed. Work to be undertaken in FY 2024-25 KPIs FY 2024-25 goal FY 2029-30 goal Baseline Progress as of FY 2023‑24 Material Issues UN SDGs Review Frequency of Aim Nand Ghar (Number of Nand Ghars to be completed) ~9,000 29,000 6,000+ Nandghars operational Community Development 2.1, 2.2, 4.1, 4.2 2.3, 2.4, 4.4, 8.3 Monthly Education, Nutrition, Healthcare, and Welfare (Number of women and children to be uplifted by Nand Ghar initiatives) 48 million - 6.46 million 2021 baseline 13.3 million women and children benefited KPIs FY 2024-25 goal FY 2029-30 goal Baseline Progress as of FY 2023-24 Material Issues UN SDGs Review Frequency of Aim Absolute GHG emissions (% reduction from FY 2020-21 baseline) - 25% reduction by 2030 60.24 million tCO2e 9.3% increase; 65.28 million tCO2e (Vedanta’s emissions are likely to peak in FY 2026-27) Climate change and decarbonisation 7.2, 12.2, 13.2 Monthly GHG Emissions Intensity (% reduction from FY 2020-21 baseline) 20% reduction by 2025 (across the metals businesses) - 6.44 tCO2e/mt 12% reduction; 5.66 tCO2e/mt Metal in FY 2023-24 Renewable Energy 500 MW RE RTC or equivalent 2.5 GW of RE RTC or equivalent 67 MW 255 MW of RE used LMV Decarbonisation (% LMVs) 50% 100% - 7% Capital Allocation for transition to net zero - US$ 5 billion - US$ 210 million invested in FY 2023-24 Hydrogen as fuel - Commitment to accelerate the adoption of hydrogen as a fuel and seek to diversify into H2 fuel or related businesses - No work was undertaken in this area in FY 2023-24 KPIs FY 2024-25 goal FY 2029-30 goal Baseline Progress as of FY 2023-24 Material Issues UN SDGs Review Frequency of Aim Net Water Positivity - >1 ratio 0.52 (FY 2020-21 baseline) 0.71 Water management 6.3, 6.4, 6.5, 6.b Monthly Freshwater consumption (% reduction from FY 2020-21 baseline) 15% - - 2.7% reduction - Water Related Incidents Zero category 4 and 5 incidents related to water - Zero category 4 and 5 incidents related to water - Water Recycling (%) 33% - - 30.23% - KPIs FY 2024-25 goal FY 2029-30 goal Baseline Progress as of FY 2023-24 Material Issues UN SDGs Review Frequency of Aim Skilling (Number of individuals to be impacted through skill development and training) 1.5 million 2.5 million individuals 0.6 million individuals (2016 baseline) Skill-based training impacting 1.55 million individuals across 0.3 million households Community Development 2.3, 2.4, 4.4, 8.3 Monthly VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 100 101 Transforming Planet Aim 6 Enhance our business model by incorporating innovative green practices Aim 7 Prioritise the safety and health of our workforce Aim 8 Promote gender parity, diversity and inclusivity Aim 9 Align with global standards of corporate governance KPIs FY 2024-25 goal FY 2029-30 goal Baseline Progress as of FY 2023-24 Material Issues UN SDGs Review Frequency of Aim Fly ash (utilisation) Sustain 100% utilisation 107% fly ash utilised Solid Waste Management 12.5 Monthly Legacy Fly Ash Zero legacy ash 43.32 million tonnes Waste Utilisation (High volume, low toxicity) 100% 100% 92% Tailings dam audit and findings closure All tailing facilities were audited, and actions were closed with real-time monitoring All facilities audited by third party. Implementation of conformance is 76% as per GISTM standards Tailings Dam Management Biodiversity risk Review of site biodiversity risk across all our locations 100% sites have been re-assessed for biodiversity risk Biodiversity 15.1, 15.2, 15.9 Habitat restoration Determine the feasibility for commitment to No-Net-Loss or Net Positive-Impact (NNL/NPI) targets Roadmap to achieve No- Net-Loss or Net-Positive- Impact in place Feasibility Analysis for Nature Positive future is under progress. KPIs FY 2024-25 goal FY 2029-30 goal Baseline Progress as of FY 2023-24 Material Issues UN SDGs Review Frequency of Aim Fatalities (No.) Zero 8 fatalities in (FY 2020-21) 3 fatalities Health and Safety 8.8 Monthly Lost Time Injury Frequency Rate (LTIFR) 10% reduction (year-on-year) 0.56 (FY 2020-21) 0.63 Total Recordable Injury Frequency Rate (TRIFR) 0.98 (30% reduction from FY 2020-21 baseline) 0.8 TRIFR per million-man hours 1.48 (FY 2020-21) 1.30 Occupational Health Management Systems Health performance standards implemented and part of VSAP - Exposure Monitoring Employee and community exposure monitoring to be completed Employees exposure monitoring has been initiated Exposure Prevention Mental health programme in place for all employees No employee exposure to red zone areas 54% of businesses (6 out of 11) have started specific programmes and others are in the advanced planning stage for implementation Employee Well-being 100% of eligible employees to undergo periodic medical examinations Number of planned and underwent periodic medical examinations for direct employees and Business Directors 92% of eligible employees KPIs FY 2024-25 goal FY 2029-30 goal Baseline Progress as of FY 2023-24 Material Issues UN SDGs Review Frequency of Aim Gender diversity (% women in the FTE workforce) Equal Opportunity for everyone 20% 10% 20% Diversity and Equal Opportunity 5.1 5.5 5.c Monthly Gender diversity (% women in leadership roles in FTE workforce) 40% 8% Gender diversity (% women in decision- making bodies in FTE workforce) 30% 20% Gender diversity (% women in technical leader/shop floor roles in FTE workforce) 10% 12% KPIs FY 2024-25 goal FY 2029-30 goal Baseline Progress as of FY 2023-24 Material Issues UN SDGs Review Frequency of Aim Supply Chain GHG transition Work with our long- term, tier 1 suppliers to submit their GHG reduction strategies Align our GHG reduction strategies with our long-term tier 1 suppliers Some of our businesses have begun engaging with our tier-1 suppliers on their climate goals Supply Chain Sustainability 8.7 Monthly Training on Code of Conduct Continue to cover 100% of employees 100% of employees are required to undergo this training % Independent Directors on Board 50% Independent Directors on Board as per SEBI requirements 50% Independent Directors on Board as per SEBI requirements % gender diversity on the Board 25% 25% VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 102 103 TRANSFORMING COMMUNITIES As a natural resource company, we are cognizant of the great responsibility that we carry. Our communities and our future generations entrust their faith in us to use the Earth’s resources sustainably, so that we may create long-lasting value that powers economies and builds societies. This social licence to operate that the community gives us has to be reciprocated and maintained through actions that foster lives and livelihoods and preserve the environment. Creating better healthcare, education and employment opportunities through investment in social infrastructure creation and upskilling avenues are some of the ways in which we give back. We catalyse long-term, incremental change that lasts much beyond the tenure of our mining assets – through generational impact, by reducing income inequalities, improving quality of life and well-being and driving localised development. Strategic priorities Stakeholder impact created Maintaining our social licence to operate Building strong bonds with the local communities Contributing to the socio‑economic development of the nation Social investment: ` 438 crore Total number of stakeholders benefited as a cumulative impact of CSR activities: 17.4 million Key areas of impact: Learning new skills and upskilling • Number of families empowered through enhanced skill‑sets: 1.55 million Improving education, nutrition, and healthcare • Number of women and children benefited: 15.8 million Aim 1 Keep community welfare as the guiding principle for our business decisions Objective of the Aim Material topics UN SDGs Risks addressed Opportunities To enhance our social licence to operate Rights of local communities and indigenous people and land ownership in the area of operations Building trust and strong bonds with the communities. How this aim is being addressed? Extractive industries are a double- edged sword. While the base metals and fuel that they provide turn the engines of national and global economies and push the frontiers of human development, their localised impact needs to be managed actively in order to minimise harm. Vedanta actively manages the social impact of its business activities by keeping community interests at the centre of all its decisions. To minimise the adverse impact of the disruptions that our land use causes right from the start of a project, we implement our three-pronged social engagement and management strategy. Each project we undertake involves significant investment both in terms of cost, time and reputational value. To gain, maintain, and strengthen our Social Licence to Operate, we must constantly engage and involve with our adjacent communities, along with investing in their futures. Our continuous community engagement is driven by a robust on-site Social Performance Management Team and a systematic grievance redressal protocol. This helps us better understand our communities, resolve M1 Creating the Social Licence to Operate Social engagement and management strategy Building trust through open dialogue Benefit sharing Do No Harm contentious issues early, gain their trust and faith, and ensure no harm. Through our Community Development programmes, we upskill and train community members to become eligible for local employment and also include them in our business in aspects like procurement and logistics. This helps build a reciprocal relationship wherein the community benefits from our presence, creating a need for the enterprise. Maintaining two- way communication and remaining accessible for our communities is critical for the relationship we share. Each site thus has a Social Performance Steering Committee (SPSC) which is chaired by the site head/business CEO. The SPSCs, via their respective Social Performance Manager’s (SPMs), update the “Community” Community of Practice, the ESG ManCom, and the Group ExCo. This multi-tiered structure ensures that learnings, best-practices, and improvement opportunities are shared across management-levels and appropriate oversight is provided on matters of relevance. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 104 105 SPSCs for each site are chaired by the respective Business Unit CEO or an appointed site-head Representatives from External Affairs/ Public Relations, Operations, Security, CSR, Human Resources, HSE, Finance and Corporate Communications Social Performance Manager Grievance Mechanism Cells Community Liaison Officer Human Rights Indigenous people’s rights Community Grievance Security Resettlement & Land Acquisition Top-down management approach Cross- functional team On-site staff Implements & Manages Functions of SPSC Timely investigation of social incidents and resolution of grievances Coordinated stakeholder engagement strategy with relevant internal teams like CSR, External Affairs, and Security, etc. Site-level proactive and remedial actions on grievances raised by the community Strategising to ensure local procurement and local employment Approach/Planning Resourcing Monitoring Site-specific Social Performance Steering Committee (SPSC) Governance: SPSCs are governed by the ESG Management Committee that reports to the ESG Committee of the Board On-site Social Performance Management Team Grievance Redressal Protocol Select achievements for the year Achievement/Initiatives Link with value creation Related KPIs Values for FY 2023-24 Local direct and indirect employment near host communities Local employment Investment in local communities More than 2.3 lakhs direct and indirect jobs created Local procurement from host communities Local procurement More than ` 31,000 crore spent on procuring from vendors in same or adjoining districts Aim 2 Empower 2.5 million individuals with enhanced skillsets How this aim is being addressed? Businesses such as Vedanta have the potential to present significant economic opportunities for host communities, provided that they have the requisite skillsets. Vedanta-run training, upskilling and employment programmes help upskill individuals so that they can improve earning opportunities from their existing sources of income, and also gain Objective of the Aim Material topics Risks addressed Opportunities To empower host communities by upskilling 2.5 million individuals Dependency of host communities on our operations for employment and business opportunities Creates larger business opportunities and aligns with the benefit-sharing component of our social licence to operate Approach/Planning Internal implementing agency Monitoring The “Community” Community of Practice (COP) implements the CSR action plan with the respective BU CSR teams with oversight provided by the CSR Management Committee (ManCom). Through project specific metrics Annual VSAP audits To provide upskilling and business incubation opportunities independent of Vedanta’s project operations To ensure that the skills developed lead to livelihood generation new skill that will help them become employable in other sectors of the economy. Our Corporate Social Responsibility Management Committee (CSR ManCom) oversees the design of skill development programmes that answer specific need gaps. We also help build economic resilience in these communities so that they eventually become independent of our operations and are better able to tackle sudden, unforeseen adversities. The programmes developed help build skills in areas and professions that are unrelated to our operations and also provides incubation support so that dependent populations can seek and foster links with other income sources. In these different ways, we are consistently working towards our aim of empowering 2.5 million individuals with skill-development and career opportunities by 2030. M1 UN SDGs The composition, key features, and functions of the SPSCs are given below: More than 28 skilling and livelihood programmes underway across Vedanta’s businesses Community Engagement & Development Families impacted 814 families impacted Interventions include: Vocational training centres for youth, preparing them for trades in hospitality, construction, home/office electrical & plumbing, welding, solar panel installation and maintenance, tailoring, etc. Women-led micro-enterprise development programmes Agricultural upskilling to increase farmer- family incomes through training programmes on crop diversification, sustainable agriculture, animal husbandry, water & natural resource management, etc. More than 0.3 million individuals skilled since 2016, having a cumulative impact on more than 1.5 million family members 480 families impacted Select achievements for the year Achievement/Initiatives Link with value creation Related KPIs Values for FY 2023-24 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 106 107 Mor Jal Mor Maati Project CASE STUDY Materiality Relevancy: Local Communities, Economic Impacts Why Mor Jal Mor Maati? Agricultural communities adjacent to BALCO’s mining operations in Chhattisgarh face multifaceted challenges, including unsustainable farming practices, limited access to water resources, low agricultural productivity, and inadequate livelihood opportunities. Certain traditional agricultural methods with water- intensive practices, contribute to Impact on Vedanta: Enhanced reputation and social licence to operate Strengthened stakeholder relationships Risk mitigation and resilience Alignment with CSR and Business’ ESG aims Impact on Stakeholders: Water conservation Farmer empowerment Income stability through livelihood diversification Productivity and cost efficiency for farmers Resource management Community development & resilience Business growth for local rural communities through market access and value chain integration environmental degradation, water scarcity, and economic instability among farmers. Moreover, the lack of diversified income sources and market access further exacerbates poverty and vulnerability within these communities. In the face of climate variability and changing environmental conditions, there is an urgent need to address these challenges and foster sustainable development pathways that enhance the resilience, prosperity, and well‑being of community stakeholders while promoting environmental stewardship and economic viability. What does the project do? Support farmers in adopting innovative and sustainable agricultural practices to enable income stability. Institutionalise capacity building and develop Farmer Producer Organisations to realise economies-of-scale and enhance negotiation powers. How is it being implemented? BALCO runs most of its mining operations from the state of Chattisgarh and has rolled out multi‑modal initiatives under the Mor Jal Mor Maati project involving adjacent farming communities, to promote water conservation and security, crop variety, greater crop resilience and income diversity. Started in 2013, the project has unfolded in three phases, gradually progressing from enhancement of farmers’ conditions to a united effort towards long-term gain. Focussed on improving existing conditions, with several community water harvesting structures being built like farm ponds, community ponds, check dams and wells. This has helped to ease water availability for farming as Chhattisgarh has traditionally had water-intensive agricultural practices To help increase crop variety and crop productivity, the BALCO team undertook several interventions: (i) Promoting the SRI method of rice cultivation that increases crop yield through management of crop variant, soil, nutrients etc., (ii) Introduced the Trellis method of vegetable cultivation and introduction of climate-resilient crops like kodo, ragi, wheat and peanut 1st Phase Broadened farmers’ options of alternative livelihoods. Farmers were trained in multi-cropping techniques and helped in their adoption. Lac cultivation, which assures income stability even in low to no rainfall areas and in arid land, was revived. Revenue sources from non-timber forest products (NTFP) were also explored and adopted Training on animal husbandry was provided to facilitate setting up of poultry farming, goat‑rearing, fish-farming and horticulture businesses To consolidate and continue with such livelihood improvement programmes and to bring all farmers of the region under one umbrella, a Farmer Producer Organisation (FPO) called Korba Krushak Unnyan Producer Company Limited was also established The FPO has greatly helped the farmers in accessing scale benefits as they can now do bulk procurement of agricultural inputs at competitive prices. The FPO also plays a vital role in aggregating the farmers’ produce and bringing it to a larger market, thereby improving price negotiability and profit margins 3rd Phase Technology-based capacity building with the establishment of Vedanta Agriculture Resource Center (VARC). This centre provides training and demonstration of modern farming techniques and is also actively involved in the research, development and practice of techniques like hydroponics, Biofloc for fish farming and polyhouse for cultivating exotic vegetables 2nd Phase Our impact footprint 25-30% reduction in cost of production for farmers 34% increase in productivity of farmers’ yield ` 55,000 increase in annual farmer income from lac cultivation ` 52,000 annual income increase from animal husbandry Other Outcomes 107 water structures constructed 1,06,000 m3 increase in water capacity 4,747 farmer beneficiaries 800+ Farmer Producer Organisation (FPO) members SDG Linkages Business Unit: BALCO Location: Chhattisgarh VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 108 109 Aim 3 Uplift 100 million women and children via social welfare interventions How this aim is being addressed? Vedanta CSR programmes are conducted over multiple thematic areas, such as: healthcare, drinking water and sanitation, children’s well-being and education, women empowerment, livelihood and skilling, and sports & culture. Women and children are among the primary beneficiaries of these programmes. In addition, Vedanta also runs the Nand Ghar aanganwadi (child-day- care-centre) programme that caters to the needs of new mothers and their young children. Nand Ghar has been our signature programme since its inception in Objective of the Aim Material topics Risks addressed Opportunities Prioritise community welfare and progress Reduce vulnerability of women and children living in economically- weaker communities Reduces the urban-rural gap in economic development, promotes social equity and well-being and deploys benefit-sharing Approach/Planning Internal implementing agency Anil Agarwal Foundation Delivery and outreach occurs through modern Rural Mother and Childcare centres or anganwadis which are known as Nand Ghars More than 125 programmes underway across Vedanta to address the needs of women and children. Thematic areas for these programmes: healthcare, drinking water and sanitation, children’s well-being and education, women empowerment, livelihood and skilling, and sports & culture Community Engagement & Development Women and children impacted As of FY 2023-24, Vedanta’s social interventions have benefited more than 17.5 million women and children since 2016. Select achievements for the year Achievement/Initiatives Link with value creation Related KPIs Values for FY 2023-24 2015. Offered under the umbrella of community welfare, this programme has been created in collaboration with the Ministry of Women and Child Development and local NGOs across 14 states. The programme is a frontrunner in actualising and implementing government-publicised campaigns like Swachh Bharat, Beti Bachao Beti Padhao, and Startup India. Nand Ghars are modern anganwadis, which have traditionally been public health centres at the grassroots level. Also known as Rural Mother and Childcare centres, the Nand Ghars have a host of facilities and are equipped with televisions for e-learning, solar panels for continuous power, safe drinking water and clean toilets. The foundational aim of the Nand Ghars initiative has been to provide the mothers and children of rural India with access to nutritious food, clean drinking water, sanitation, reliable power, and early learning opportunities that prepare children to start school. As a part of its sensitisation and awareness creation role, the Nand Ghars run a variety of programmes, on subjects ranging from menstrual health to child and family nutrition. Additionally, they also provide skill development and entrepreneurship training and incubate microenterprises so that women can achieve financial security and independence. FACOR Saathi: Nurturing Communities for Sustainable Development CASE STUDY Materiality Relevancy: Local Communities Why community health is important? The communities surrounding FACOR’s operations in the Bhadrak district of Odisha face multifaceted challenges ranging from inadequate healthcare access and educational resources to deficient community infrastructure. Lack of awareness about health and sanitation contributes to the prevalence of waterborne diseases, while educational disparities hinder opportunities for the youth. Additionally, insufficient community infrastructure limits social cohesion and development prospects. Recognising these pressing issues, FACOR has initiated the Saathi programmes to address these challenges comprehensively, aiming to improve healthcare, education, and community infrastructure while fostering sustainable development and social inclusion in the region. Impact on Vedanta: Improved community relations Meets CSR objectives Enhanced business reputation Long-term sustainability Impact on Stakeholders: Health awareness and services Educational support Community infrastructure development Social inclusion and empowerment What does the project do? Separate programmes address multiple goals around public health, raising awareness about health and sanitation, facilitating better nutrition for high- risk groups, providing supplementary support for education and creation of community infrastructure. How is it being implemented? The initiative FACOR Saathi Aarogya runs in the Bhadrak district of Odisha where the company has its plant, and at other mining locations. Under this, Mobile Healthcare Units (MHU) visit 10- 12 Gram panchayats areas periodically and awareness sessions on general health, hygiene and village sanitation are conducted. Public awareness is also created at the grassroots level about waterborne diseases. Further, this programme also helps to realise the Odisha Government’s objective of TB Mukt Gaon (or making villages Tuberculosis‑free) by providing nutritional support to 30 TB patients in the Bhadrak area. FACOR Saathi Shiksha Amrit Paryojana focusses on providing educational aids that make learning more effective. Under this initiative, FACOR has built schools near several mines, set up remedial coaching centres to help students with learning and comprehension problems and created three mini science labs to give students greater exposure to practical aspects of STEM learning. Project Ladli also falls under this initiative and helps to propagate menstrual awareness and hygiene amongst young village girls. It provides a platform for menstrual hygiene clubs and kits. FACOR Gaaon Kalyan focusses on creating and maintaining community infrastructure in villages. Under this initiative, a children’s park has been built and another repaired, roads have been constructed, and community sheds and centres have been created. Other activities underway include the construction of a football ground and creation of gram chaupals where gram panchayat meetings can be held. Through these different programmes, FACOR is servicing the varied needs and deficiencies of the host communities living close to our areas of operation and helping to enhance their quality of life and their future prospects. Our impact footprint FACOR Saathi Aarogya: 240 health camps serviced under the MHU Care programme, with 15,238+ beneficiaries FACOR Saathi Shiksha: Education provided to 159 students through two recently built schools; 125 students helped through two remedial coaching centres, and three mini science labs are promoting STEM learning Project Ladli: Operating 20 kishori (young women) clubs with > 590 beneficiaries SDG Linkages M1 Business Unit: FACOR Location: Odisha UN SDGs VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 110 111 TRANSFORMING THE PLANET Sustainability is at the core of our operations, as we strive for a planet-positive future with efforts targeted at achieving net-zero carbon, water positivity, and resource circularity. We are increasingly adopting energy-efficient processes, enhancing renewable energy use, pioneering innovative waste-to-resource applications and prioritising conservation practices and more efficient work methods. Through these efforts we are not just making progress toward our climate impact goals, we are driving transformational change. This is evident in HZL and Vedanta Aluminium being recognised as the most sustainable producers in their sectors, and the Vedanta Group as the third best in the S&P Global Sustainability rankings for 2024. We are clearly setting numerous benchmarks on our journey of building A Stronger Vedanta for a better planet. Aim 4 Net Zero Carbon by 2050 or sooner Objective of the Aim Material topics Risks addressed Opportunities To become a net zero carbon company by 2050 Physical and Transition risk mitigation/minimisation of adverse effects of climate change for business units/operations Identifying newer business avenues with higher green revenue generation potential and future- proofing vulnerable assets Strategic priorities Key metrics Lowering our operational carbon footprint Managing climate-related risks Ensuring availability of transition metals crucial for a low carbon world, and making related opportunities more accessible. Supporting India’s net zero ambitions GHG intensity of metals business (tCO2e/mt) Absolute GHG emissions Renewable energy usage As India becomes the world’s fastest growing major economy, Vedanta is placed in a position of great responsibility. Much of this growth will have to be low-carbon driven, if the country is to meet its Net Zero by 2070 commitment. Vedanta, as the country’s premier metals and mining company, with a portfolio of nine transition metals that will play a significant role in India’s green transition, must lead by example. We have made significant progress on limiting our Scope 1 and 2 GHG emissions and are in discussions on steps that can be taken to lower the carbon footprint of our value chain. We have taken several steps to deliver on our net-zero carbon vision – from launching low-carbon aluminium products, to increasing the share of renewables in our energy mix, and lowering our ecological footprint through water conservation and circularity programmes. How this aim is being addressed? Vedanta has a clearly defined roadmap for becoming a net zero carbon organisation by 2050 or sooner. The roadmap has been divided in four phases – Phase 1 (FY 2021-FY 2025), Phase 2 (FY 2021-FY 2030), Phase 3 (FY 2026-FY 2030) and Phase 4 (beyond 2030), with focussed activities planned for each stage. These activities are primarily driven by four change levers: (i) increasing the share of renewable energy; (ii) switching to low-carbon or zero-carbon fuels; (iii) improving the energy efficiency of our operations; and (iv) offsetting residual emissions. We are currently in Phases 1 and 2 and have achieved significant progress along the first 3 levers, with the respective priorities of 20% reduction in the GHG emission intensity (tCO2e/tonne) of our metals businesses and enhancing of our round-the-clock renewable energy generation capacities. This year, against the baseline of FY 2020-21, we have achieved a 12% reduction in our emissions intensity and utilised more than 2.2 billion units of renewable power across our operations. We are further expanding our fuel switch capabilities with biomass co-firing in our thermal power plants. Collectively, we anticipate a 5% reduction in our GHG emissions as a result of bio-mass usage. To absorb and rationalise the cost of transition, particularly with respect to capex projects, we have proactively adopted a shadow price of US$ 15/tCO2e for projects greater than US$ 50 million. The same is applicable for projects whose absolute GHG emissions are greater than 0.5 million tCO2e. Vedanta continues to assess value-chain emissions in business operations for 9 out of 15 categories. Such moves are expected to future proof our financial viability, as the pressure to transition to green production methods become more widespread. We have linked executive compensation to the Group’s performance on ESG KPIs, and our internal audit process VSAP remains a key tool for linking executive decision- making with performance on climate related KPIs. Climate performance is also one of the parameters of our Long-Term Incentive Plans linked to the Employee Stock Option Scheme (ESOS). M5 UN SDGs VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 112 113 Approach/Planning Internal implementing agency Monitoring The Energy & Carbon COP helps to implement at the net zero roadmap at a business and an operational level The ESG Board Committee oversees the implementation of the Net Zero roadmap At a business-level, KPIs such as absolute GHG emissions, GHG intensity, renewable energy usage are tracked and monitored. Additionally, every site is independently audited on an annual basis through the Vedanta Sustainability Assurance Program (VSAP) or all ESG KPI, including climate-related ones At the employee-level, the Long- Term-Incentive-Programme, delivered via the Employee Stock Option Scheme uses carbon-related KPIs to evaluate performance Climate strategy: Vedanta has developed Group-wide climate strategy and decarbonisation roadmap to realise its climate goals Institutionalising an Internal Carbon Price (ICP) to drive low-carbon project selection Determining climate-related physical and transition risks across each business Policy management and oversight To ensure that strategy implementation remains a smooth and continuous process, our climate goals governance has deep Board and management oversight. The Board ESG Committee, Group Executive Committee and ESG Management Committee have overall responsibility across strategy, coordination, operationalisation, implementation, performance audit, review and corrective action-taking. This ensures that there is close interaction between the strategic and implementation levels. Proper scoping and assessment of climate-related risks and their further integration with our Group-level enterprise risk management and monitoring framework is a critical aspect of ensuring business continuity. Given the changing climate scenario, climate risks present unforeseen business vulnerabilities. Physical and transition risk assessments have been carried out across business units spread over diverse geographies to help us develop plans to become climate-resilient. We also publish annual updates on the progress made on our climate action strategy in our Climate Change report and CDP Climate Change and Water Security responses. Biomass Co-firing (VAL-J) Climate Change Mitigation Absolute GHG Emissions GHG reduction impact of ~15,000 tCO2e/annum Select achievements for the year Achievement/Initiatives Link with value creation Related KPIs Values for FY 2023-24 Switching to biodiesel, a low carbon fuel, at Sesa Iron Ore Business (IOB) CASE STUDY Materiality Relevancy: GHG Emissions, Climate Adaptation & Resilience, Air Emissions, Local Communities Impact on Vedanta: Reduced operational costs Greenhouse gas emissions reduction Regulatory compliance Business reputation Long-term sustainability Business Unit: Sesa Iron Ore Location: Goa Impact on Stakeholders: Air quality improvement Community well-being Why use Biodiesel? Conventional practices, such as the use of fossil fuels like High-Speed Diesel (HSD) in coke ovens, result in substantial emissions of carbon dioxide (CO2), particulate matter (PM), and other pollutants, negatively impacting air quality, public health, and the environment. The Argonne National Laboratory’s Life cycle analysis study also noted that emissions for 100% biodiesel (B100) are typically 74% lower than those from petroleum diesel. In India, the cost of Biodiesel from our key supplier is also relatively lower than HSD, with a nearly equivalent efficiency as that of HSD, making a clear business case for us to switch to Biodiesel for coal to coke conversion in our processing operations. What does the project do? The conversion of coal to coke is an essential part of the processing of iron ore. The thermal energy required to run this process is conventionally fired by High-Speed Diesel (HSD) – a fossil fuel with high carbon footprint. Switching such GHG-intensive processes to cleaner fuels lies at the core of our GHG emissions reduction and Net Zero roadmap. In October 2023, IOB ran a biodiesel trial wherein HSD was successfully replaced. Our impact footprint Using 4-5 kilolitres of Biodiesel (same amount as HSD) at ` 83-84/l which is slightly cheaper than HSD No soot, no smoke, no blockage in burner fuel flow leading to drastic improvement in air emissions Reductions in GHG emissions of projected SDG Linkages More than 30 projects to reduce GHG emissions undertaken during the year. Categorised by: Energy efficiency, switch to low‑carbon fuels and renewable energy usage VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 114 115 Aim 5 Net Water Positivity by 2030 How this aim is being addressed? Water is an important input for mining operations and is used for various activities along the production chain like extraction, purification and processing. Vedanta takes a systematic approach to water use at our mines including monitoring water sources, its usage efficiency within our premises, the subsequent state of contamination and necessary treatment and condition of its final release. By taking this holistic approach we are able to progressively limit our use of freshwater and de-risk chances of stakeholder conflict and promote water security for our operations and the dependent communities with whom we share this resource. Objective of the Aim Material topics Risks addressed Opportunities Net Water Positivity by 2030 Physical, Regulatory and Reputational risks related to water usage for operational purposes Greater availability of clean water and community engagement through water stewardship activities Arresting of Firefighting water leakages TPP 2400 MW (VAL-J) Sustainable Water Management Reduction in absolute freshwater withdrawal It is estimated that 1.82 lakh m3 of freshwater withdrawal will be avoided Arresting of Service Water leakages TPP 2400 MW (VAL-J) It is estimated that around 14 lakh m3 of fresh withdrawal will be avoided Select achievements for the year Achievement/Initiatives Link with value creation Related KPIs Values for FY 2023-24 In fact, water management is a high priority material topic and directly influences our profitability. We have been consistently improving our water reuse rates and are well on track to reach our goal of water positivity ratio > 1 by 2030. Close to 67% of our plants are in high water-stress areas. We safeguard our water security by regularly conducting site-specific and basin‑level risk assessments to evaluate the risk realistically and take well-planned remedial actions. Between FY 2021‑22 and FY 2022-23, we conducted water risk assessments across 55 locations. This included basin level risk assessments meant for medium and high-risk categories. Localised solutions involving surrounding communities and the use of high technology for lowering our water consumption have been the centrepieces of our water management efforts. These efforts have given results and by end of FY 2023-24, we have achieved a water positivity ratio of 0.71. For FY 2024-25, we have set the interim target of increasing our water recycling rate by 10% accompanied by a 15% reduction in freshwater consumption, from a FY 2020-21 baseline. These targets are set with the objective of taking a phased approach to our 2030 goal of net water positivity and we are well on track. By the end of FY 2023‑24, the company had reduced its freshwater consumption by 2.7% from the baseline year. Approach/Planning Internal implementing agency Monitoring The Water COP helps to implement the water positivity roadmap at a business and an operational level. The ESG Board Committee oversees the implementation of the Water Positivity roadmap. At a business-level, KPIs such as absolute freshwater consumption, water recycling rate, and water credit amount are tracked and monitored. Additionally, every site is independently audited on an annual basis through the Vedanta Sustainability Assurance Program (VSAP) or all ESG KPI, including water-related ones. Water Positivity Strategy: Vedanta strives to reach water positivity ratio of more than 1 by 2030 Water-related risk assessments- Vedanta conducts basin level and operational risk assessments for different sites Policy management and oversight M2 UN SDGs Our Group-level water policy makes up the essence of our water management strategy. With guidelines that are aligned with national, regional and local regulations, the water policy spans our water use cycle, and sets down key processes like monitoring of water usage performance, treatment methods for polluted water and regular tracking of significant parameters like freshwater withdrawal and water recharge. The Water COP is tasked with the execution and full implementation of this policy. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 116 117 The respective Community of Practice groups at Vedanta take the lead for overall execution of policies and practices pertaining to waste management, recycling, biodiversity management and air emissions monitoring. Our monitoring systems run at various stages of operations, and promptly capture deviations, with corrective action plans simultaneously kicking in. Review of waste categorisation and treatments/disposal methods are conducted at regular intervals and surveillance of tailings management systems is regularly done to analyse future trends and identify probable performance gaps. Vedanta has significantly enhanced its tracking, monitoring and compliance management capabilities with the introduction of the Enablon software platform, which now makes it possible to seamlessly track all BUs across various aspects including environment incident occurrences,, sustainability and environmental health and safety, on a real-time basis. We keep ourselves fully abreast of the latest compliance practices and developments in our sector through our active associations with leading international bodies like the International Council on Mining and Metals (ICMM), International Finance Corporation (IFC) Performance Standards and International Union for Conservation of Nature (IUCN). This not only leads to efficient waste and biodiversity management, it also future proofs us against potential eventualities. Approach/Planning Internal implementing agency Monitoring The Biodiversity COP and the Waste to Wealth COP help implement the respective roadmaps associated with this aim across business and operational levels. The ESG Board Committee oversees the implementation of this aim. At a business-level, KPIs such as waste recycling/reutilisation, air emission concentrations, habitat restored, and trees planted are tracked and monitored. Additionally, every site is independently audited on an annual basis through the Vedanta Sustainability Assurance Program (VSAP) or all ESG KPIs, including waste and biodiversity-related ones. Overall risk management, execution, and strategy: Vedanta is constantly on the lookout for newer, more environment-friendly opportunities to shift from linear to circular business models. Policy management and oversight Aim 6 Enhance our business model by incorporating innovative green practices How this aim is being addressed? The metals and mining industry has a strong mandate to reduce its ecological footprint. We have been moving to greener business practices across our operations. We are working to close the material waste loop across our operations by improving materials recovery, reducing waste generation, finding co-processing uses for high- volume-low-toxicity wastes, and ensuring that we keep on improving our solid/liquid waste, air emissions, and biodiversity-impact management practices. With greater circularity, our businesses also get de-risked, with reduced chances of external stakeholder conflict, litigations and vulnerabilities to stricter environmental rules, reduced dependencies on raw material variabilities and cost volatility, thereby enhancing our brand, goodwill and shareholder value. In FY 2023-24, we achieved 107% reuse of the fly ash generated in our operations. In addition to our efforts around converting waste to resources, we are also focussing on strengthening our capabilities for mitigating loss in natural capital and biodiversity. Last year, we completed the biodiversity risk re-assessment for all our sites. Our biodiversity management policy aligns with industry best practices like Tailings Management Facility (TMF) standard and Integrated Biodiversity Assessment Tool (IBAT). Objective of the Aim Material topics Risks addressed Opportunities Zero legacy waste by 2035; 2,500+ hectares of habitat to be restored Loss of natural habitat, intricate dependencies on diverse stakeholder groups, tougher legislation and laws and future market volatility due to linear economic business models Adoption of circular economy in business models to capture new revenue streams and cost savings with minimum negative externalities Why managing effluents is important? Rajasthan is the most water-scarce state in India and out of 142 desert blocks, 85 blocks are a part of the state. The use of freshwater for mining operations makes it further water-stressed. Thus, treating effluent water from mines is imperative to reducing potential contamination of drinking water sources and agricultural lands of the host communities. It also allows for resource recovery, enabling the reuse of water for operations, allowing decreased freshwater withdrawals. Addressing mine effluent through treatment demonstrates responsible use of water resources, enhances community relations, and fosters trust, leading to a positive impact on local communities’ quality of life. What does the project do? To reduce daily freshwater intake from Tidi Dam and reduce potential for stakeholder conflicts. How is it being implemented? HZL’s Zawar mines near Udaipur in Rajasthan generates poor quality wastewater from its mining complex, consisting of four subsidiary mines. A 4,000 m3/day capacity Zero Liquid Discharge (ZLD) treatment facility was set up to enable effluent treatment and wastewater recycling. The larger objective was to ensure minimal freshwater withdrawals from the Tidi dam – the nearest source of freshwater supply. This alternate water source ensures water security and continuity of operations at Zawar by preventing strain on local water supplies. It replaces over 3,800 m3/day of freshwater with treated mine water for reuse for various purposes. Mine-water management at HZL’s Zawar mines through Zero Liquid Discharge treatment CASE STUDY Materiality Relevancy: Water and Effluents & Local Communities Impact on Vedanta: Reduced operational costs Increased operational efficiency Minimised risks related to water scarcity and conflicts Regulatory compliance Business reputation Long-term sustainability Impact on Stakeholders: Water conservation Community water security Environmental protection through pollution prevention Public health & safety Business Unit: Hindustan Zinc Limited Location: Rajasthan Progress ` 43 crore, 8.76 million m3 water recycled SDG Linkages M7 M9 M8 M13 UN SDGs VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 118 119 Why has Cairn taken up this project? Forests and grasslands are widely recognised as carbon sinks. While this means that they can sequester carbon, with today’s rapid degradation of these habitats due to urbanisation and development, they also release the GHG emissions back into the atmosphere upon deforestation. Hence, restoration is integral. Afforestation through mangrove plantations can be a highly effective carbon sequestration measure. According to the US NOAA’s factsheet, mangroves annually sequester carbon at a rate ten times greater than mature tropical forests and store three to five times more carbon per equivalent area. What does the project do? Cairn is seeding plantations and mangroves and afforesting degraded land located close to its operational sites in Andhra Pradesh, Gujarat and Rajasthan. This helps to address Vedanta’s twin objectives of building carbon offsets and promoting biodiversity and environmental conservation. How is it being implemented? Cairn has signed separate Memoranda of Understanding (MoU) with the Forest Departments of Andhra Pradesh, Gujarat and Rajasthan for the plantation and subsequent maintenance of nearly 2 million trees/saplings. These plantation and afforestation initiatives serve very different intents across the different regions. These range from having fruit-bearing trees like mangoes, to providing animal fodder in arid areas, increasing the spread of mangroves and creating conducive habitats for endangered flora and fauna to thrive. In Rajasthan, the target is to have 700 Ha of plantation across several phases, with native species being planted for habitat restoration, including grasses with high nutritional value such as Sewan grass - Lasiurus scindicus and Dhamana grass - Cenchrus ciliaris that can act as cattle fodder. In Ravva, Andhra Pradesh, Cairn wants to continue extending its path-breaking man-made mangrove project where a 56-acre man-made mangrove forest already exists within its 225 acre onshore processing terminal. These man-made mangroves are home to a vast variety of birds, amphibians and marine animals, and also serve as a nesting ground for migratory species. A similar project is being planned in Gujarat’s Porbandar region, which sits in the peninsular part of the Arabian Sea. Third party baseline studies for soil and vegetation profiling have been completed and the site finalisation stage is underway. Plans involve creating 1000 Ha of mangrove plantation in Gujarat. The MoUs with state forest departments demonstrate Vedanta’s lifecycle approach to biodiversity assets and plantations created by Cairn. Nearly 3,70,000 saplings have already been planted and their health is monitored quarterly. Once the plants mature, the respective State Forest departments will take over their habitat protection and care, with Cairn collaborating in training the Forest Officers with the aim of capacity building for sustaining the plantations. Progress Conservation Rajasthan: 400 Ha plantation completed in Barmer District, Rajasthan, half of the targeted 700 Ha. 2,00,000 trees of mixed native species planted, boosting habitat restoration and biodiversity Total 3,70,000 saplings planted across the impact areas (within and outside fence), with 250,000 in Rajasthan, 90,000 in Gujarat and 30,000 in Andhra Pradesh 400 Ha of land restored with a variety of native species Afforestation Gujarat: 130 Ha of mangroves planted, out of planned 190 Ha. 85,000 mangroves contribute to SDG Linkages coastal ecosystem conservation and biodiversity enhancement Andhra Pradesh: Ongoing plantation planned for Ravva across 360 Ha. Total 30,000 saplings planted, signalling commitment to afforestation and biodiversity conservation. 490 Ha Mangroves afforested Future targets Discussion is going on with Forest Department Gujarat for 1,000 Ha of Mangrove plantation near Porbandar. Areas already identified. This is equivalent to 1,000th the size of the Sundarban forest or as large as 24 Vatican Cities. Afforestation to Develop Carbon Sink CASE STUDY Materiality Relevancy: GHG Emissions, Climate Adaptation & Resilience & Biodiversity Impact on Vedanta: Business reputation Long-term sustainability of our operations Offsetting our carbon footprint Business Unit: Cairn Oil & Gas Location: Rajasthan, Andhra Pradesh, Gujarat Impact on Stakeholders: Biodiversity enhancement Community upliftment Education and capacity building Habitat restoration Our collective impact: Seeding plantations and mangroves and afforesting degraded land located close to its operational sites in Andhra Pradesh, Gujarat and Rajasthan Long-term vision & inter- linked impacts: Baseline studies and monitoring through third party allows for progress checks and balances related to soil health and plantation quality and ecosystem impacts of plantations Training provided to Forest Officers to maintain the afforested land after the project is complete Helps farmers grow grasses with high nutritional value for cattle Helps revive native and climate resilient pastoral species Restore grasslands for the host communities VAL-L’s increase in fly ash utilisation Waste utilisation Waste utilisation In FY 2023-24, investment to increase brick-making by utilising an additional 0.25 million tonnes of fly-ash. VAL-L completed an Avian Species conservation project involving providing birds with a safer habitat, promoting their rehabilitation in areas free from predators and stopping their nesting in dangerous places like chimneys. Conservation of species Habitat Restoration 50 bird boxes and 5 bird baths Select achievements for the year Achievement/Initiatives Link with value creation Related KPIs Values for FY 2023-24 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 120 121 TRANSFORMING THE WORKPLACE At Vedanta, we have always striven for a diverse, equitable, inclusive and safe workplace. To achieve each of these attributes, separate actions have been initiated during the year, like the identification of critical risks and the introduction of a comprehensive Critical Risks Management mechanism; launch of the path‑breaking Parenthood policy that vastly increases flexibility for new parents and a brand-new Inclusion Policy for transgender employees. As one of the largest employers in India, Vedanta takes a People-First approach to promote employee engagement and development. This is manifested right from our robust training and development programmes to comprehensive health and wellness initiatives, enabling employees to leverage maximum opportunities and realise their full potential. Strategic priorities Stakeholder impact created Prevent accidents in the workplace Enrich and grow our talent pool through inclusive hiring policies Lost Time Injury Frequency Rate (LTIFR) – 0.62 Gender Diversity of full-time-employees – 20% LGBTQIA+ Hiring – 36 individuals How this aim is being addressed? Building A Stronger Vedanta would be impossible without constant systemic upgrades to our safety infrastructure and monitoring mechanisms. We evaluate and enhance our safety performance using the three levers of (i) Crisis risk management, (ii) Improving safety infrastructure, and (iii) Employee and business partner training. During this year, Regrettably, in FY 2023-24, three colleagues lost their lives in the FACOR and VAL-Jharsuguda businesses, reiterating the importance of maintaining safety as a first-value in all that we do. Our systems are set up to ensure that learning from such critical accidents are transferred across all locations, to improve our safety protocols. Regular assessments, audits, compliance with evolving national and international systems, as well as, learnings from industry peers are important tools in this process. Aim 7 Prioritise the safety and health of our workforce Objective of the Aim Material topics Risks addressed Opportunities Promote and boost health and safety in the workplace Safety, production, and reputational risks can be mitigated through robust protocols, while also increasing building employee trust and loyalty Enhance our reputation as a safe and healthy workplace Vedanta has implemented the Critical Risk Management (CRM) framework across its operations, which identifies 13 critical risks and is based on the 9-step methodology developed by the International Council on Mining and Metals (ICMM). A robust governance structure has been established, with CEOs taking ownership of specific critical risks and dedicated risk committees formed for each risk area. Our safety systems are governed by our Safety COP and the VSAP internally audits our entire operations against 17 safety and 20 health and safety standards. All our operations comply with ISO 45001 and/or OHSAS 18001 and follow the ICMM guidelines. We also ensure that workers’ rights continue to be honoured at every stage of our operations, across diverse worker groups and the changing legal landscape. With sites located in difficult-to-access regions, setting standards in workers’ rights and dealing fairly with all employees is a part of our organisational ethos. Most of our mining operations contain inherent risks and as a future-forward organisation that is creating new benchmarks for the metals and mining industry, having a comprehensive, real-time, technology-enabled safety infrastructure is the most effective way to show that we care for our employees. Safeguards employee health & well-being Strong H&S record makes us a responsible employer Attracts and retains employees Fosters positive relationship with all stakeholders Strengthens our reputation Improves overall productivity and saves costs M3 UN SDGs Approach/Planning Internal implementing agency Monitoring Governance: Safety COP governs this aim via the VSAP Internal auditing of health and safety standards by the VSAP Health and Safety standards and protocol in alignment with ICMM and ISO 450001 and/or OHSAS 18001 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 122 123 Approach/Planning Internal implementing agency Monitoring Governance: Diversity & Inclusion Council Addressing grievances and complaints Policies for incident investigation and penalties Anti-discriminatory hiring policy Adherence to Code of Conduct policy across business units Why is this project important? Mining sites have many potential hazards, especially involving manual operation and interaction with machine and vehicles. Critical risk management is essential to identify, assess, and address potential hazards and incidents that could compromise safety, disrupt operations, or cause harm to personnel, equipment, or the environment. This involves developing comprehensive risk management strategies, establishing effective incident response protocols, implementing robust monitoring and surveillance systems, and ensuring continuous evaluation and improvement of safety measures throughout the project lifecycle. Hence our infrastructure development projects aimed at achieving human machine segregation helps ensure safe and efficient operation at our operations. What does the project do? Upon analysing our ten-year Health & Safety data, we identified Vehicle- pedestrian interaction incidents as a critical risk out of 13 risks across BUs. We determined dedicated infrastructure metrics for monitoring and tracking this data and carried out an assessment of infrastructure requirements that can help reduce this risk. We are building road infrastructure and using technological interventions to reduce such incidents and improve the safety on-site and nearby our operations. Our baseline data for these infra-metrics was from FY 2021-22 when compared to the progress in FY 2023‑24, shows 100% compliance. How is it being implemented? Our initiatives for vehicular safety include: Elimination of manual activity by introducing telehandlers ADAS for tracking of fatigue in technical vehicles Retractable seat beats in buses for all passengers GPS monitoring of trucks through Portal AI camera in high-risk areas and reverse camera in all vehicles Human-Vehicle segregation through pedestrian pathway Elimination of vehicle reversing point through modification of path GPS monitoring vehicles, deployment of traffic marshal and traffic management gadgets Dedicated walkways, signages, markings and regular awareness to workforce Vehicular safety through Infrastructure development CASE STUDY Materiality Relevancy: Critical Incident Management, Local Communities & Occupational Health, and Safety Impact on Vedanta: Critical incident management Business reputation Improved community relations Long-term sustainability of our operations Impact on Stakeholders: Health & safety of employees, workers & local community Education and capacity building Infrastructure development Targets & Progress Zero Incident on human-vehicle interaction since the inception of pedestrian segregation Digitisation, ITMS for Project management, and use of technological intervention at each site such as Radar gun, GPS monitoring and Collision-prevention systems Infrastructure targets and their progress so far: SDG Linkages Our collective impact: Vehicle-pedestrian separation infrastructure development projects are underway across all our Business Units - BALCO, VALJ, VLL, CAIRN, ESL, SC and infra-metrics are tracked in the sites across our operations How this aim is being addressed? Enhancing workplace diversity has been a long-standing priority for Vedanta and the company has taken several steps to increase the number of women in our workforce. We hire candidates based on merit and ensure there is no discrimination due to caste, religion, race, gender identity, sexual orientation, or disability status. We are also focussed on increasing the number of women in decision-making bodies, senior management, and in technical/shop- floor functions. Additionally, we look at diversity beyond gender and have launched several initiatives to make the workplace inclusive for members from the LGBTQ+ community, people with disabilities, and individuals from less-represented parts of India. Our policies mandate 50% of new hires to be women and our groundbreaking parenthood policy – which includes a 12-month sabbatical for new mothers and greater flexibility in working hours after maternity leave – is enabling more women to make that shift. Currently, we have 2,677 women on our workforce, out of which 42 (or 28%) are in various decision-making capacities. Our enabling policies, like our Parenthood policy ensures new mothers do not miss out on career growth even when they are on maternity leave, and are helping bring more women to rise up the ranks and achieve the growth that they deserve. Likewise, our gender sensitisation programme helps raise awareness about shifting gender perspectives beyond the binary, and our revolutionary DEI policy is making it possible for more transgenders to enter our workforce. To make the workplace safer, our Code of Conduct policies are strictly adhered to, with mechanisms in place to address harassment complaints and prevent future misdemeanours. Aim 8 Promote gender parity, diversity, and inclusivity Objective of the Aim Material topics Risks addressed Opportunities To provide equal opportunities and conducive work environment for all Jeopardising reputational risk and financial progress that can be achieved through gender parity, equal opportunities for all Establish Vedanta as a front- runner in fostering an inclusive, diverse, just, and equitable workplace; thereby attracting the best talent to the organisation Key Infrastructural Projects across BUs Vedanta Target Progress from baseline Baseline (FY 2021-22) Mar-24 Metalled Road (Km) 287.35 331.06 387.9 43.71 Vehicle Reversing Areas (Nos.) 245 392 560 147 Pedestrian Pathway designated & with hard barrication (Km) 144.23 174.31 236.35 30.08 Automated Gates/Boom Barriers (Nos.) 26 85 150 59 HMV Parking Area (Nos.) 80 101 124 21 LMV Parking Area (Nos.) 175 217 235 42 Two-Wheeler Parking (Nos.) 34 55 65 21 Speed Radar Guns (Nos.) 6 18 145 12 GPS (Nos.) 6,124 9,834 12,105 3,710 M6 M15 M10 M16 UN SDGs Business Unit: BALCO, VAL-J, VAL-L, Cairn, ESL, Sterlite Copper Location: India VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 124 125 Infrastructure for women, PWDs, LQBTQs on the C (late night to early morning) shift Diversity & Inclusion Enabling the specially-abled Construction underway Hindustan Zinc trains India’s first All Women Mine Rescue Team Diversity & Inclusion Increase in number of women in technical/ shopfloor functions Team of 7 women underwent 14 days of training for mine rescue operations Executive workforce has a 20% gender diversity and 28% gender diversity in decision-making bodies Diversity & Inclusion - - Created and implemented Gender Reaffirmation & Leave Policy Community Engagement & Development - - Select achievements for the year Achievement/Initiatives Link with value creation Related KPIs Values for FY 2023-24 Giving flight to the dreams of young women from low-income groups CASE STUDY Materiality Relevancy: Local Communities, Employment Practices & Non-Discrimination and Equal Opportunity Impact on Vedanta: Improved workforce diversity Enhanced talent pool with diverse perspectives Strengthened community relations Alignment with corporate social responsibility goals Impact on Stakeholders: Improved education accessibility Opportunities for young girls and women to enter the workforce Women empowerment Community upliftment Our collective impact: Project Panchhi aims to employ 1,000 girls from the underserved, remote communities that adjoin our metals, mining, and oil & gas operations in the states of Odisha, Chhattisgarh, Why Project Panchhi? Post-completion of higher education, many young women from certain socioeconomic backgrounds are further marginalised from career development and employment opportunities. This is the gap that Project Panchhi is trying to close by employing women in Vedanta’s workforce. What it does? Provide a platform to economically disadvantaged young women, with extraordinary potential, to pursue their ambitions of getting educated at the country’s premier institutions. Vedanta sponsors their college education and subsequently recruits them, enabling greater workforce diversity, and reducing underrepresentation of women in the metals, mining & heavy engineering industries. How? Project Panchhi targets first-generation learners, who have reached the final years of school despite considerable hurdles, displaying great grit and ambition. The aim is to empower such focussed young women, who would otherwise get left behind, and help them realise the true power of their potential without being hindered by financial and social constraints. The programme selection process is rigorous, and tests potential recruits on a variety of intellectual and psychological parameters. Vedanta facilitates their education in prestigious institutions and fully sponsors the cost, later recruiting them as graduate trainees in core operations. In this way, Project Panchhi truly enables disadvantaged young women to create social and financial equity for themselves, and to serve as role models for their peer groups, inspiring many others to overcome their circumstances through determination and hard work. Progress at VAL-L SDG Linkages Vedanta Aluminium at Lanjigarh, in Kalahandi, Odisha, has provided apprenticeship to 40 girls in Phase 1 and is planning to recruit a total of 100 candidates across two phases 58/100 women in Phase 2 recruited successfully into VAL-Lanjigarh Target: Help 1,000 young women get employment Business Unit: VAL-Lanjigarh Location: Odisha Rajasthan, Jharkhand, Karnataka and Goa. Our other Aluminium business units are also at a nascent stage of implementing Project Panchhi. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 126 127 Aim 9 Align with global standards of corporate governance Approach/Planning Internal implementing agency Monitoring Company Secretariat, Management of Assurance Services, Group ESG 4 Statutory Committees: Audit & Risk Management Nomination & Remuneration Corporate Social Responsibility Committee ESG Committee Ensure all corporate policies embibe parameters and metrics from ESG frameworks Ensure that there is the right management-in-place to drive the adoption of evolving standards of corporate governance Objective of the Aim Material topics Risks addressed Opportunities To ensure high standards of corporate governance that integrate environmental and social elements into organisational- decision-making. Ethical, reputational and security risks are addressed through effective policies Risk Management & Controls Aligns us with international standards of Governance and makes us a leader in robust ESG policymaking How this aim is being addressed? Vedanta monitors the global landscape for changes in standards of corporate governance, particularly in the ESG space. We seek inputs from national and international regulations, industry- frameworks, investor-bodies, and peer companies. Those practices that help the company implement our ESG agenda are adopted via changes in our policies. These changes are adopted via Board resolution. In addition to changes in policies, we also monitor the changing landscape on employee performance- linked-compensation on aspects Rating Performance related to ESG. A consequence of this benchmarking has been the introduction of climate-linked variables in the evaluation criteria for our Long- Term-Incentive-Programmes. We also modify our internal audit mechanisms - specifically VSAP - as standards, practices, and expectations evolve. Additionally, transparency and the sharing of information are fundamental to effective communication. We publish various ESG disclosures, including the Annual Integrated Report, Annual Sustainability Report, Annual TCFD Climate Report, and the newly established Business Responsibility and Sustainability Report. These reports adhere to international reporting standards such as GRI, TCFD, and the IR Framework. This year marks the release of our 16th Sustainability Report. The calibre of our disclosures and the underlying enhancements in our ESG governance and performance are reflected in upgraded ratings from multiple agencies. This offers our stakeholders an impartial evaluation, confirming our progress in the right direction. We will persist in measuring ourselves against these frameworks to ensure alignment with global ESG expectations. Agency FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 B BB BB BB 44 39.6 38.9 37.9 95% 94% 98% 99% Climate B- B B B Water - - B A- M4 M21 UN SDGs VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Our ESG Strategy 128 129 PEOPLE AND CULTURE HARNESSING POTENTIAL WITH PEOPLE-CENTRICITY Nurturing a culture of growth and empowerment is fundamental to Vedanta’s people prodigy. The primary focus lies on enabling our people to realise their optimal potential that is further supported by cultivating and incentivising performance and contribution towards business goals. Central to our ethos, is the transformation of our workplace and creation of a culture of equal opportunity, through initiatives focussed on health, safety, diversity, equity, and inclusion. Vedanta’s transformational approach is dedicated to unlocking the untapped potential in our workforce, driving sustained organisational success by harnessing a blend of skills, experiences, and diverse perspectives. Promoting diversity, equity, and inclusion A commitment to diversity, equity and inclusion (DEI) is deeply embedded in Vedanta’s culture and guides our people strategy. We promote gender parity and embrace individuals from diverse backgrounds and cultures at every level of our organisation, from leadership teams to operational units. We are committed to creating an LGBTQ+ friendly workplace ensuring every individual feels valued and respected. Our initiatives including role identification, infrastructure and policy upgradations are targeted towards creating an inclusive environment and empowering individuals. Transgender employees are contributing to our success 36 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT People and Culture 130 131 Role model campus minds This groundbreaking initiative is aimed at recognising, elevating, and showcasing our brightest talents with 3-7 years of experience. In this inaugural initiative, a group of young leaders has been identified and placed in impactful roles across various functions and businesses. Recognised for their exceptional potential, these individuals have been paired with CXOs as mentors to facilitate accelerated growth and unlock their true capabilities. These roles encompass cross-business and cross-functional movements, offering a comprehensive growth platform and preparing them for future CXO positions. Professional leadership and collaborative decision- making As a professionally managed organisation, Vedanta operates within a strong management framework, overseen by an Executive Committee that makes collective decisions at both the company and business unit levels. Each business unit operates independently under the leadership of its CEO, promoting a federated operating structure. Cultivating excellence: Recognition and rewards Vedanta recognises the significance of keeping the workforce motivated and enthusiastic to drive organisation’s long-term success. We have implemented transparent schemes and adopted a well-defined methodology to acknowledge the efforts of our employees and business partners. Our best-in-class people practices and globally benchmarked reward programmes keep them inspired and incentivised to deliver their best. Our management actively acknowledges individuals who exceed expectations in contributing towards business performance and objectives. These recognitions include the Chairman Individual Awards, Chairman Award for Business Partners, Leadership Excellence Award, Sustainability Award, Chairman’s Discretionary Award, Business Performance-based Incentive Schemes, and Employee Stock Options Scheme. We ensure comprehensive coverage through our employee stock option scheme, which also includes campus hires, fostering the growth of young talent and their contribution to overall business performance. Identified and elevated into different roles aligned with their unique aspirations 117 leaders Selected leaders are women 30%+ Identified and given elevated impactful roles 67 young leaders Leaders representing the Operations and other Technical Domains 60% Parenthood and childcare policy Continuing our dedication to fostering DEI, we have improved our maternity policy to offer better support to our female employees during their transition to motherhood. These improvements are designed to empower women and LGBTQIA+ employees. This initiative reflects our core value of Care and operates on the principle that motherhood is not a career hiatus, but a period of personal growth. Our updated policy also promotes gender equality in childcare support to all employees, regardless of gender or orientation. Gender reaffirmation policy Vedanta acknowledges and respects the unique needs and rights of transgender individuals affirming our commitment to equality and non-discrimination. In pursuit of creating a supportive and inclusive workplace environment, we have introduced the Gender Reaffirmation & Leave Policy for individuals from the Transgender Communities. This policy outlines provisions of financial and wellbeing support rendered by Vedanta during the gender reaffirmation process. As on FY 2023-24, Vedanta has more than 35 Transgenders working in various roles across the organisation, majorly in business partner workforce. Women CXOs in making – V-Lead Vedanta’s flagship Women Leadership Development Programme V-LEAD is focussed on creating a strong pipeline of women CXOs across functions, involving them in decision-making bodies, and establishing role models to inspire others. Winspire A groundbreaking initiative recently united women from across Vedanta to celebrate and acknowledge their achievements and contributions. This event underscored Vedanta’s dedication to fostering a diverse workforce. It featured enriching panel discussions, insightful dialogues on Leadership Excellence, and discussions on organisational culture, reinforcing our commitment to gender parity within the organisation. Talented women leaders from experience bracket and specialisation and expertise are groomed for leadership positions 100+ Senior leaders provide Vedanta ongoing mentorship to nurture the personal and professional growth of selected candidates 25 V-Lead Leaders were rewarded with the prestigious Chairman Award for exemplary contribution to business growth and performance 25% V-Lead Leaders elevated to higher roles through Growth Workshops, ACT-UP, and other Talent Initiatives 60% Women across Vedanta came together to celebrate and honour their achievements and contributions 150 High-performing employees benefit from incentive schemes, development programmes, and competitive compensation. Our appraisal and compensation programmes integrate an ESG element, aligning employee performance with safety, sustainability, and carbon footprint reduction. Our world- class people practices and globally benchmarked reward programmes ensure that our employees remain motivated to consistently deliver their best. Exemplary talent management practices We are committed to making a meaningful impact, prioritising both business delivery and the growth of our people. This ethos is ingrained in all our initiatives. V-Desire V-Desire stands as a pioneering initiative offering passionate individuals a unique platform to propose ideas for projects and roles where they can contribute uniquely through their experience and expertise. Individuals have the opportunity to spearhead and execute projects aligned with their visions. The journey commenced with over 700 leaders expressing interest, each presenting unique ideas, projects, and role aspirations. A structured selection process ensued, assessing the viability of proposed ideas, performance, and potential. Shortlisted candidates presented the “what” and “how” of their aspirations to a senior panel comprising internal leaders and external industry experts. Moving forward, each selected leader will receive dedicated support. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT People and Culture 132 133 Ex-defence hires workshop This initiative is crafted to leverage the distinctive skills and experiences of former defence personnel. Through structured evaluation processes and workshops, it aims to identify and elevate the most promising candidates. These individuals are subsequently offered mentorship to further cultivate their leadership abilities. The initiative honours ex-defence hires’ service and enriches leadership across sectors by recognising and promoting the best candidates. Executive education and C-suite coaching In collaboration with ISB, we introduced a bespoke executive education initiative, seamlessly integrating both in-person and virtual learning experiences,. Tailored with specialised modules for our executives, this programme ensured precise development closely aligned with organisational goals. This hybrid learning model enabled participants to gain invaluable insights, foster collaboration, stimulate innovation, and refine their strategic leadership capabilities. Appreciation and awards: Underwent the hybrid programme in the inaugural batch with more batches planned in the coming financial year 35 leaders Emerging women leaders Gender diversity is vital for innovation and success in any organisation and we are achieving this through our “Emerging Women Leaders Programme”. Launched to nurture high-potential women in mid and senior roles, this initiative aims to drive superior business performance and lead transformational change. The programme boasts a well-balanced group, with 49% from operations/technical domains and 51% from enabling functions. Notably, 30% of these women have taken on cross-business/function/location roles, demonstrating our commitment to fostering well-rounded leaders. High-potential women were selected through a structured process and promoted to significantly elevated roles across various business units 70+ onboarded across businesses and functions with a 40% gender diversity 1,800 freshers from 150+ premier campuses Senior CXOs augmented their professional growth journey Paired with internationally acclaimed executive coaches Identified as Kincentric Best Employer for 2 years in a row, entering the coveted Best Employer Club Onboarding top talent for entry-level roles Attracting top talent from leading universities across various fields while ensuring a healthy gender and geographical balance is a Group priority. Providing suitable roles with business relevance, mentorship, and best-in-class rewards, including ESOPs, coupled with accelerated career growth through flexible cross-business and cross-functional mobility, is essential for offering rapid career advancement to young professionals. Talent development initiatives Recruitment from remote regions: Implementing the V-ENGAGE project to recruit young talent from underrepresented areas such as the North-East, J&K, Leh, etc. Minority representation: Achieving 15% minority state and community representation in the overall talent pool. Leadership pipeline from premier institutions: Continuously sourcing talent from top institutions like IITs and IIMs for the Vedanta Leadership Development Programme (VLDP) Comprehensive development programme: Providing participants with business and functional rotations, mentorship from CXOs, and fast-track growth opportunities with rigorous evaluations Chairman’s Young Leader Programme: Offering a unique opportunity for select VLDP participants to work and learn directly from the Chairman for a short period YUVA (Young Upcoming Vedanta Achievers) A comprehensive induction programme for all campus hires joining Vedanta, featuring interactions with the Leadership Team, Business CEOs, Functional Heads, and Industry Experts. They share their experiences and expectations, fostering a deeper understanding of the organisation. The programme includes business and functional sessions, site visits, CSR activities, and Campus To Corporate programmes to provide a holistic view of the organisation and its operations. V-Campus A 12-month detailed programme, complementing YUVA, V-Campus offers every new campus hire a single digitally- driven platform. This assists in steering their performance with appropriate anchoring, ensuring continuous engagement, learning opportunities, and recognition based on measurable KPIs. Vedanta has once again been honoured as a Best Employer India 2023 by Kincentric, securing a place in their elite Best Employer Club, alongside the top 16 companies out of over 60 participants Vedanta received special recognition as India’s Best Employers Among Nation-Builders 2023. TSPL was ranked among the top 25 companies in the Manufacturing category 13 leaders from Vedanta have been named in the Top 100 Great Managers in the Great Manager Awards-2023 by the Economic Times & People Business. Cairn, VLL, BALCO, Sesa Goa, Sterlite Copper, and Runaya have been recognised as “Companies with Great Managers,” among the Top 50 Companies from over 175 participating organisations Vedanta achieved the Gold standard in the Healthy Workplace Award by Arogya World in its inaugural attempt, showcasing industry-leading practices for Employee Health & Well-Being. The award is based on a rigorous audit measuring a range of parameters Fortune India has acknowledged Vedanta as a Top 10 Future-Ready Workplace among 200+ leading organisations, after analysing key metrics such as Culture, Leadership, Performance, Innovation, Resilience, and Sustainability Vedanta Group has been listed among the Top 10 Happiest Workplaces in the Happiness & Wellbeing Awards by Economic Times HR World, standing out among over 100 nominations. BALCO, ESL, TSPL, HZL, Cairn, and Sesa Goa secured positions in the top 30 organisations Vedanta recognised as one of the Best Companies to work for in 2023 by Great Place to Work VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT People and Culture 134 135 Unleashing potential through V-Desire initiative CASE STUDY #1 Renowned as a talent powerhouse in the industry, we advocate for “Growth from within” as our guiding philosophy, propelling our rapid expansion. Central to our ethos is a culture that empowers individuals to realise their full potential, epitomised by the V-Desire initiative. This groundbreaking programme provides a platform for passionate individuals to innovate, drive business value, and assume elevated roles and projects aligned with their aspirations. Engaging over 700 individuals through an expression of interest, V-Desire integrated a unique ideation survey crafted by our global advisory partner. Following a rigorous 3P assessment framework (Performance, Pedigree, Potential), 350 candidates were shortlisted, with 200+ advancing to showcase their ideas to an exclusive panel. Senior Leaders led the discussions to assess candidates’ enthusiasm and ambition across domains like Innovation Projects, Digital & AI, Sustainability & ESG, among others. Spanning eight weeks with over 70 hours of panel evaluations, the process involved dynamic discussions with Business CEOs and Functional CXOs. Ultimately, over 100 leaders were identified to spearhead aspirational roles and projects across Vedanta, exemplifying our commitment to nurturing impactful career journeys. Driving excellence in people practices CASE STUDY #2 Our commitment to sustainable business practices, employee empowerment, and community upliftment has garnered us numerous prestigious awards. This year, we proudly received the “Best Employer” accolade for the second consecutive year from Kincentric, a Spencer Stuart company renowned for unlocking the potential of people and teams to drive business success. This recognition underscores our holistic approach to People Practices, Vibrant Culture, and Visionary Leadership, setting us apart as a global leader in stakeholder opinion. Of the 100+ leaders identified through V-Desire Women Hi-Potential Leaders 30% Exhibit 1 V-Desire Panel Interaction Rounds Exhibit 2 V-Desire Chairman Townhall Leaders in Enabling Functions 42% Leaders in Operations/Technical Domain Cross Business, Location & Function Changes 58% 20% Exhibit 3 Winners - Kincentric Best Employer 2023 Earning the title of “Best Employer” is a journey guided by a robust evaluation framework assessing an organisation’s unique attributes and differentiators. This framework evaluates Intent, Design, and Experience, gauging the alignment of business leaders’ future vision, the effectiveness of people processes, and the employee experience. Joining the elite “Best Employer Club” offers us a platform to engage, share best practices, and collaborate with industry experts, paving the way for continual advancements. This award celebrates our harmonised approach of Intent, Design, and Experience, reaffirming our commitment to fostering a culture of excellence that drives competitive advantage through people while prioritising People, Profit, and Planet. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 136 137 FINANCIAL STATEMENT STATUTORY REPORTS CORPORATE OVERVIEW People and Culture CORPORATE GOVERNANCE TRANSFORMING TO BECOME MORE RESPONSIBLE While ensuring sustainability in order to make the nation self-sufficient, Vedanta Limited progresses by transforming continually to ensure effective management of natural resources with a well-developed governance framework. With defined roles and responsibilities of every constituent of the governance system, our philosophy derives the core of our foundation of sustained value creation. At the same time, we adhere stringently to the principles of good governance and integrity, which help us navigate our business growth and operations ethically and responsibly, at all times. Corporate Governance Framework Our governance framework is underpinned by our robust core values of Trust, Entrepreneurship, Innovation, Excellence, Integrity, Respect and Care. It is structured around our strong industry-leading vision, strategic mission, and the primary objective of delivering sustainable growth. Ri sk M an ag e m en t G ov er na nc e St ak eh ol de r In te gr it y an d Tr an sp ar en cy C om pl ia nc e an d Re po rti ng ES G S tr at eg y, Pl a n ni n g a n d P e rf o r m a n ce Corporate Governance Framework VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Corporate Governance 139 138 Corporate Governance Philosophy Our business strategy is powered by our strong commitment to good governance, which goes beyond compliance and statutory norms. We believe that purpose-led corporate governance and ethics-led corporate behaviour are essential to our success. We look at them as the foundation on which we continue to build Vedanta Limited as not only India’s largest diversified natural resources company but also the most sustainable. Our business strategy is pillared around the twin approach of being structured as a group of entities, each with its own individual management and systems, while also concurrently functioning as a single unit oriented towards our collective purpose. We consider operating responsibly as our fiduciary Composition of the Board of Directors As on 31 March 2024, the Board comprises eight members, as listed below: S. No. Name Designation Gender Age (as on 31 March 2024) 1 Mr. Anil Agarwal Non-Executive Chairman Male 71 2 Mr. Navin Agarwal Executive Vice Chairman Male 63 3 Ms. Padmini Sekhsaria Non-Executive Independent Director Female 48 4 Mr. Dindayal Jalan Non-Executive Independent Director Male 67 5 Mr. Upendra Kumar Sinha Non-Executive Independent Director Male 72 6 Mr. Akhilesh Joshi Non-Executive Independent Director Male 70 7 Mr. Arun Misra Executive Director Male 58 8 Ms. Priya Agarwal Non-Executive Director Female 34 Board Governance As we grow from strength to strength, we continue to raise the bar of performance across our governance practices. These practices range from our ground-breaking ESG commitments to best-in-class disclosure practices, Board independence, diversity and inclusion, alignment to globally accepted norms and policies, as well as our emphasis on running a digitally-enabled, technology-led business. Our strong governance practices manifest our future transformation journey, with ‘responsible change’ as a core mandate. It is our constant endeavour to not only stretch ourselves more to ensure enhanced growth and value creation but also set newer benchmarks for the industry and peers. We continue to be change-makers in everything we do, with good governance as the cornerstone that empowers us in our transformational efforts. Our Board ensures the implementation of the strategic objectives of the Company. It guides the management to fulfil the commitments made to various stakeholders while upholding the principles of ethical business conduct and responsible growth. duty as trustees of various capitals (financial, manufactured, intellectual, human, social and relationship, and natural). We feel this is important for effective management of the capitals and consistent value delivery through seamless execution of our integrated value chain. Spearheaded by an involved and informed Board, we remain focussed on creating sustainable investor and stakeholder value, while staying rooted in our intrinsic value system. We draw from the insights and expertise of our illustrious, multifarious and proficient directors and are able to continuously predict and proactively manage our opportunities and risks to protect and enhance our business value. This is particularly significant in our operating space, which is underlined by volatility and dynamism, thus offering considerable scope to run a conscientious business. In conducting its business, the Board is supported by: Established Committees Risk Management Framework Vedanta Sustainability Framework and Vedanta Sustainability Assurance Process (VSAP) Code of Business Conduct and Ethics, and various other policies and practices adopted by the Group Through its prudence, valued counsel, compliance with Group values, and prioritisation of ESG principles, the Board at Vedanta Limited ensures the viability of the Company, and thus its ability to deliver sustained value to its stakeholders. By overseeing the conduct of business with strict adherence to ethics and responsibility, the Board continues to enhance the prosperity and long-term viability of the Company. ESG Governance As part of our strong and sustained commitment to ESG, we have implemented a uniform ESG governance structure across the organisation. The ESG Committee, together with our Group Sustainability and ESG function, is mandated with the responsibility to activate, mainstream and monitor initiatives under the ‘Transforming for Good’. We have also established dedicated forums for regular management G20/OECD Framework Alignment We align ourselves with the G20/OECD Principles of Corporate Governance by: Ensuring the basis for an effective corporate governance framework with: Business alignment with free market practices, anti- competitive policies and fair competition Compliance with all statutory requirements as listed by SEBI, MCA and other regulators Adoption of an informed, diverse, relevant and experienced Board, enabling integrity as a standard from the top, with collective and specific responsibility Guaranteeing the rights and equitable treatment of shareholders and key ownership functions with: Assurance of rights and equitable treatment of all shareholders, including minority and foreign shareholders Implementation of specific channels for shareholders to voice their concerns Conduct Annual General Meetings as per existing norms Regular publications for apprising shareholders regarding performance, strategy, governance etc. ESG Ratings By focussing on sustainability and ESG as business imperatives, we consistently aim to improve our ESG ratings. Facilitating the role of stakeholders in corporate governance with: Consistent focus on stakeholder relations, as well as continual engagement with investors, clients, customers, employees, bankers, and regulators Adherence to specific policies for vendors, suppliers and business partners Diligence towards health, safety, well-being and growth- focussed employee policies Institutionalisation of strong whistle-blower policy and vigil mechanism Emphasis on social responsibility and welfare initiatives in consultation with communities Safeguarding disclosure and transparency with: Focus on compliance-led periodic disclosures and transparent reporting suite Voluntary reporting on globally accepted principles and frameworks, such as Integrated Reporting, GRI, Climate Action Report, BRSR etc. Engagement of external independent auditors for financial and non-financial information Gender Male Female Number of Directors 06 02 Age Group Less than 30 years Between 30-50 years Above 50 years Number of Directors 00 02 06 DJSI Vedanta ranked 3rd among Global Diversified metals and mining peers Percentile Ranking Risk Score (lower the better) ESG Rating ESG Rating CDP CDP climate: B- rating CDP water: A- rating in 2023 and oversight at all levels, in addition to ESG-themed communities at each BU and SBU to own projects and drive their timely implementation. Sustainalytics Vedanta improved its score by 9 points in last 4 years Vedanta entered High-Risk category from Severe Risk MSCI Vedanta maintained BB rating Rating is above industry average 86% 47% CCB C 89% 44% B B- 98% 39.6% BB B B B A- 100% 37.9% BB 2020 2020 2020 2020 2021 2021 2021 2021 2022 2022 2022 2022 2023 2023 2023 2023 Climate Rating Water Rating VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Corporate Governance 140 141 RECOGNISED FOR EXCELLENCE Key Awards/Recognitions AWARDS Vedanta Limited Ranked 3rd in S&P Global Corporate Sustainability Assessment 2023 in Global diversified metals and mining peers group Vedanta Limited Ranked 1st in S&P Global Corporate Sustainability Assessment 2023 in Global Aluminium peers group Vedanta Limited Kincentric Best Employer 2023 Award Hindustan Zinc Ranked 1st in S&P Global Corporate Sustainability Assessment 2023 in Global diversified metals and mining peers group Category/Recognition S&P Global CSA (DJSI) Category/Recognition Leading People Practices Vedanta Limited Bronze Award at South Asian Federation of Accountants Awards Vedanta Limited Best Corporate Governance, India 2024 Award by World Finance Vedanta Limited Won National Energy Award at Confederation of Indian Industry (CII) Vedanta Limited Great Place to Work Award Category/Recognition Excellence in Annual Reporting Category/Recognition Leading Corporate Governance Practices Category/Recognition Energy Efficiency Category/Recognition Great Place to Work VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Awards 142 143 Operational and Business Excellence VAL - L 5S - Catalyst to Achieve Growth by Quality Circle Forum of India VAL - J Platinum Award at the 31st Chapter Convention on Quality Concepts (CCQC) VAL - J Exemplary Supply Chain Award at 5th Celerity Supply Chain Tribe Conference and Awards Category/Recognition Supply Chain and Logistics Category/Recognition Excellence in Growth and Operations Category/Recognition 31st Chapter Convention on Quality Concepts VAL - J Winner of CII National Energy Award VAL - J National Energy Management Award at Society of Energy Engineers and Managers Awards VGCB Terminal Operator of the Year - Maritime Excellence Achievers Awards 2023 Category/Recognition INMEX SMM India Category/Recognition Energy Efficiency Category/Recognition Energy Efficiency VAL - J Future Ready Factory of the year for Mega Large Businesses BALCO Platinum Award at Apex India Safety Award Cairn Oil/Petroleum Products Pipeline Transportation - Company of the Year by Federation of Indian Petroleum Industry Category/Recognition Business Excellence Category/Recognition Frost & Sullivan Awards Category/Recognition Excellence in Manufacturing People Category/Recognition Leading People Practices Category/Recognition Leading People Practices Category/Recognition Leading People Practices Cairn Business World People HR Excellence Awards 2023 Cairn ‘Diversity, Equity and Inclusion, Awards 2023 HZL Hindustan Zinc won ‘Leadership in HR Excellence’ award at 14th CII National HR Excellence Awards 2023-24 Vedanta Limited Great Place to Work certified BALCO People First HR Excellence Award VAL-J Happiest Workplace Award Category/Recognition Excellence in workplace responsibility Category/Recognition Awarded by Great Place to Work Institute India Category/Recognition Leading practices in Human Resource Environment Category/Recognition Energy Efficiency Category/Recognition Excellence in HSE VAL - L Best ESG Initiative - Environment, Health & Safety Operational Excellence by Council of Enviro Excellence BALCO ICC Environmental Excellence Award 2023 (Gold Certificate) VAL - J Grow Care Environment Excellence Award VAL - J Future of Logistics & Supply Chain Summit & Awards 2023 BALCO Integrated Manufacturing Excellence Initiative Award 2023 Category/Recognition Business Excellence Category/Recognition by Greentech Foundation Category/Recognition Best Sustainability in Supply Chain VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Awards 144 145 MANAGEMENT DISCUSSION AND ANALYSIS MARKET REVIEW Global Economy: The global economy remained resilient in 2023 despite the escalation of geo-political conflicts, higher-for-longer interest rates and demand slowdown. High interest rates have also speculated a period of recession in the major economies like the US and the EU, which have been outdone in CY2023. After projecting global economic growth of 3.1% in CY2023 in its Jan 2024 outlook, the IMF has upgraded its projection to 3.2% in its April 2024 outlook[1]. Global inflation is receding at a faster pace than anticipated. It declined from 8.7% in CY2022 to 6.8% in CY2023 and is expected to further decline to 5.9% in CY2024, according to IMF [1]. Though headline inflation witnessed a sustained decline from the unprecedented peaks, core inflation has maintained its sticky nature and required strict vigilance of the central banks to bring it down to the desired levels. Inflation levels in most of the countries remained above the target levels which compelled the central banks to maintain their stance on monetary tightening for the year. The global economy also dealt with the challenge of high borrowing costs due to the persistent high interest rates. However, the prospect of further relaxation of financial conditions has prompted an upswing in equity markets, although uncertainty persists regarding the timing of interest rate reductions. Financial market sentiments have been fluctuating, with evolving perspectives on an early pivot by central banks in advanced economies [10]. Central banks are exercising caution and have stalled the interest rates to fully transmit the impact of tight monetary policy. This has led to subdued commodity demand and a softening in prices in CY2023. The global manufacturing industry focussed on the high tech and energy transition technology resulting from the policy push from the respective governments. As a result, the metal demand has been majorly driven by the energy transition activities and is expected to provide a cushion to the economic slowdown. The global Manufacturing PMI has been under contraction in CY2023 but has indicated stabilisation towards the start of CY2024. Additionally, commodity prices have remained relatively stable in CY2023 despite the ongoing economic slowdown in China and Europe and geo-political challenges in Europe and the Middle East. Global trade growth was nearly stagnant in CY2023 due to elevated inflation and a sluggish pace in global industrial production. Geoeconomic fragmentation is expected to exert continued pressure on global trade and cause additional price volatility. The IMF expects global trade to grow at 3.0%, Y-O-Y, in CY2024 before improving marginally to 3.3%, Y-O-Y, in CY2025. [1] 147 146 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW FINANCIAL STATEMENT Management Discussion and Analysis STATUTORY REPORTS Geo-political challenges and climate change have impacted the supply chain Apart from the ongoing Russia-Ukraine war, the intensifying conflict between Israel and Gaza has become an additional source of concern for the global economy. Furthermore, the trade disruption caused by the crisis in the Red Sea route, responsible for 12-15% of the global trade flow and 20% of the container trade, is leading to delays and heightened logistic costs [2]. The trade flow between the European and Asian counterparts has been impacted majorly by the significant hike in logistics costs. This has kept the commodity prices volatile in Q4 CY2023 and in Q1 CY2024. The climate change has also impacted the supply chain. The Panama Canal route is witnessing a low water level. According to the United Nations, low water levels have caused a decrease of 36% in ship transits compared to a year ago and are almost 62% down from two years ago [2]. On top of that, the El Niño effect also poses a threat to agricultural commodities which can shoot up the inflation causing the interest rates to remain high for a longer period. The Chinese economy continues with the ailing real estate sector Despite the failed recovery of the real estate sector, Chinese economy has grown by 5.2% in CY2023 which was in line with the government’s target of 5%. As the rest of the world is dealing with high inflation, the Chinese economy has been experiencing a period of deflation. After the unfolding of the property sector status, the dwindling consumer sentiments persisted in CY2023. The People’s Bank of China has reduced the interest rates lower with additional support to the vulnerable sectors. China’s property sector has continued with its downward trend in CY2023. While the construction activity has remained subdued, the real estate prices have remained elevated and did not decline much [3]. The Chinese government has extended the support like expanding the financial support to the property developers, relaxation of the loan defaults by the home buyers, relaxation of the rules to boost the home purchase, and so on. However, the stimulus packages announced by the government are yet to reflect on the indicators. On top of the domestic consumption, the slowdown in the export market has also impacted the Chinese economy’s growth. Chinese domestic demand has also witnessed a shift from conventional infrastructure-related demand to energy transition demand. The growth of renewable energy capacity, EV production and sales and other structural changes have initiated a structural change in the economy. The IMF has projected the Chinese economy is expected to witness a slowdown and grow at 4.6% in CY2024 and 4.1% in CY2025 [1]. China’s central banks announced cutting the reserve requirement ratio (RRR) for all banks by 50 basis points (bps) as part of a slew of measures to support the fragile economy. The US economy remains resilient The US economy has performed better than expected in CY2023 amid a high level of uncertainty and high interest rates maintained by the US Federal Reserve. A tight labour market and healthy consumer spending have supported the economic growth. Retail inflation also came down considerably from its CY2022 peak but remained under observation as it witnessed a slight upward trend towards the end of CY2023. The stickiness of the core inflation has kept the interest rate high and impacted the business investment and the real estate sector’s performance in CY2023. Source: IMF Country Focus [3], CEIC [4] The US economy was previously expected to face challenges due to the impact of the prolonged high interest rate, but the economy has been responding with resilience. The Fed has kept the interest rate unchanged after the increase in July 2023. The market had anticipated aggressive rate cuts post December 2023 announcements, but that expectation was diffused after the Fed Chair’s comments to keep the decision longer for the need of the economy around the ongoing global uncetainty. After growing at the rate of 2.5% in CY2023, IMF projects that the US economy will further grow by 2.7% in CY2024 before slowing down to 1.9% in CY2025. [1] The European economy stagnates but falling inflation keeping hopes up The European Union managed to avoid the recession in CY2023, but the block is struggling to attract growth due to the contraction of Germany, Austria, Estonia, Finland, Hungary, Ireland, Netherlands, and Sweden. The hike in energy prices in CY2022 led to the closure of the manufacturing units across Europe which continue to suffer due to the slowdown in demand. Among the major economies, Germany has witnessed a setback as the GDP growth on a Y-O-Y basis contracted in three consecutive quarters in CY2023 from Q2 to Q4. Moreover, the European Central Bank has kept the interest rates high and is expected to maintain the monetary tightening to control the inflation level. Core inflation has been coming down, but the geopolitical and supply chain uncertainty is expected to keep consumer sentiments restricted. Despite challenges, the European economy has resisted the recession supported by falling inflation levels with a tight labour market supporting private consumption. The expectations in CY2024 from the European economy are better than that of CY2023 as the worst impact is likely to be over. After witnessing a marginal growth of 0.4% in CY2023, the IMF projects that the Euro Area will grow at 0.8% in CY2024 and 1.5% in CY2025. Germany which is expected to have contracted by 0.3% in CY2023 will grow by 0.2% in CY2024 and 1.3% in CY2025 [1]. Global Economy Outlook The global economy is expected to sustain its resilience in 2024. However, the economic outlook for CY2024 will be impacted by the heightened geopolitical unrest which could raise the risks of supply disruptions, elevate energy and commodity prices, and pose downside risks to the global economy. Moreover, the performance of the Chinese economy has also been a major concern. The Chinese government’s efforts to support the property sector and financial market and encourage consumer spending might need more time to indicate any significant improvement. The slowdown in inflation has raised the anticipation of interest rate cuts but most of the central banks are expected to hold it till H2 2024. After successful economic performance, it is expected that the impact of high inflation rates will not be reflected in CY2023 and CY2024 might witness its completion. Global headline inflation is projected to decrease to 5.9% in CY2024 and further to 4.5% in CY2025 [1]. Mar-24 World's Retail Inflation in 2023 (%Y-o-Y) Central Bank Interest Rate Hikes (In basis Points) S&P Global Manufacturing PMI (%) Chinese Real Estate Sector (%) China's Foreign Trade Growth (% Y-o-Y) -2 -30 -20 -10 0 10 20 30 0 0 100 200 300 325 300 225 200 200 60 400 2 4 6 8 10 12 40 40 20 40 60 80 100 120 140 90 140 45 50 55 60 65 Jan-23 EU UK USA South Africa Australia India Mar-23 May-23 Jul-23 Sep-23 Nov-23 Jan-24 China World Real estate sales Real estate starts Median 70-city new house price EU EU India India UK China USA USA Jan-23 Jan-22 Jan-23 2018 0 2019 2020 2021 2022 2023 Feb-23 Mar-23 Mar-22 Mar-23 Mar-23 Mar-22 Apr-23 May-23 May-22 May-23 Jun-23 Jun-23 Jun-22 Jul-23 Jul-22 Jul-23 Aug-23 Sep-23 Sep-22 Sep-23 Sep-23 Sep-22 Oct-23 Nov-23 Nov-23 Nov-22 Dec-23 Dec-23 Dec-22 Dec-21 Jan-24 Jan-24 Feb-24 Mar-24 Mar-24 Mar-24 World Bank Commodity Index (Base: Dec-2021) (%) Energy Export Agriculture Import Fertilisers Metals & Minerals Q4/CY22 Q1/CY23 Q2/CY23 Q3/CY23 Q4/CY23 148 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 149 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 The IMF has upgraded the global GDP forecast for CY2024 to 3.2% from the earlier projection backed by the better-than- expected performance of the US and other large emerging markets and developing economies in CY2023 [1]. Source: IMF Country Focus [3], CEIC [4] Indian Economy Indian economy came out as a top performer in FY 2023‑24 despite the domestic challenges of high inflation and subsequent monetary tightening, and setbacks in the export market due to the global slowdown. As per the second advance estimates released by the National Statistical Office (NSO), real GDP is expected to grow by 7.6% in FY 2023‑24 as against 7.0% in FY 2022-23 [11], driven by robust domestic demand, moderate inflation, a stable interest rate environment, and strong investment activities. Furthermore, India also concluded a successful presidency of G20, India’s manufacturing sector has maintained its expansionary state in CY2023 with consistent positive levels of new orders, according to the PMI survey. At the start of CY2024, international sales have also witnessed a pickup creating a positive sentiment towards the export market. The positive response of domestic and a hint of global demand expansion have fuelled the expectations from CY2024. The Index of Industrial Production (IIP) shows that the output of India's industry grew by 6.1% in the first three quarters of FY 2023‑24 compared to 5.5% in the corresponding period of last year. The performance in January 2024 and February 2024 has also been moderate with Y-O-Y growth of 4.1% and 5.7%, respectively [11]. From April 2023 to February 2024, mining and quarrying activity has contributed to 8.2%, Y-O-Y, followed by electricity which grew by 7.5%, Y-O-Y, and manufacturing which grew by 5.01%, Y-O-Y. India’s foreign trade has witnessed a contraction in FY 2023-24. India’s overall exports including merchandise and services in FY 2023-24 are estimated to be US$ 776.68 billion, which is US$ 0.28 billion higher than 2022-23. Overall imports in FY 2023-24 are estimated to be US$ 854.8 billion, witnessing a drop of -4.8% over FY 2022-23 [12]. India’s POL product import has witnessed a drop of -14.2% in FY 2023-24 as compared to FY 2022-23 [5]. India’s crude oil consumption has been robust in CY2023, OPEC has indicated that India’s crude oil import in CY2023 will reach to record high of 4.7 mbpd from 4.6 mbpd in CY2022 [6]. The drop in crude oil prices in CY2023 as compared to the CY2022 level is indicating a contraction in the import value. India’s non‑POL export has also witnessed a drop of -1.7% in FY 2023-24 from FY 2022-23 levels [5]. On the brighter side, the gross GST collection witnessed a healthy 11.8% Y-O-Y growth, reaching ` 120.18 lakh crore during the FY 2023-24 period as against ` 18.06 lakh crore collected in the same period of the previous year (FY 2022‑23) [13]. Despite repetitive food price shocks and volatility in fuel prices, CPI inflation is on a downward trajectory and eased to 4.85% in March 2024 from 5.09% in February 2024 [11]. Core inflation which has remained sticky in CY2022 has come down to the RBI’s tolerance limit. The RBI keeps the policy repo rate unchanged at 6.50% and retains the CPI inflation forecast at 5.4% in FY 2023-24 and expects to drop down to 4.5% in FY 2024-25[10]. Fiscal and monetary policy spurring economic growth A conducive domestic policy environment will continue to improve the business environment, promote industrial activity, accelerate manufacturing, create economies of scale, and make India an integral part of the global value chain. With the rollout of schemes like PLI and FAME and the government’s push for infrastructure development, India is now one of the attractive destinations for foreign investments. Bilateral agreement to facilitate trade opportunities has expanded the markets for Indian MSMEs and businesses. The India-Middle East-Europe Economic showcasing India’s capability to cater to global needs and providing a platform to address global concerns. Globally, high inflation and interest rates, coupled with supply surplus, have exerted significant pressure on demand. However, India’s robust government spending on infrastructure development and positive consumer sentiments have not only provided a cushion but also boosted economic growth. Despite the persistent monetary tightening by the RBI, the domestic demand has remained resilient and supportive. Corridor announced at the G20 Summit has not only brought focus to India’s importance in the global economy but has also provided an opportunity to diversify the logistic constraints. In the interim budget of FY 2024-25, the Government of India continued with its robust spending on capital expenditure, which grew by 11.1% to ` 11.1 lakh crore for FY 2024-25. The primary focus of the government has been to further strengthen the infrastructure of the country. Implementation of the economic railway corridor programmes under the PM Gati Shakti scheme will further strengthen the connectivity and logistic capabilities. Efforts towards green energy by supporting the installation of renewable energy capacity and reducing high carbon intensity fuel have also been made. The RBI has been vigilantly monitoring India’s economic conditions under the influence of global upturns and has successfully provided stability in the monetary environment of the country. Amid the volatility of the US Dollar Index, the RBI has successfully steered the monetary policy to maintain stability in the economy and reduced the risk associated with external factors. Indian Economy Outlook India’s economic outlook remains positive and it is poised to become the third largest economy in the world, with a GDP of US$ 5 trillion by FY 2027-28. The support of infrastructure spending, efforts to build a manufacturing ecosystem, and strong consumer and business sentiments have become the fundamental drivers of the growth. The global concerns related to the supply chain disruption, high logistics cost, escalation of the geo-political crisis and volatility in global financial markets pose a downside risk, however, the Indian economy is well-positioned to navigate forthcoming uncertainties due to its robust domestic demand. The RBI is expecting inflation to moderate to an average of 4.5% in FY 2024-25, under the upper tolerance limit of 6% but still above the comfort level of 4%. The IMF expects India’s GDP to grow at 7.8% in FY 2023-24 in April 2024 World Economic Outlook, an upward revision from the 6.7% projected in the January 2024 economic outlook [1]. The GDP growth outlook for FY 2024-25 and FY 2025-26 is expected to be 6.8% and 6.5%, respectively [1]. India’s growth outlook by domestic and global agencies Agency/Institution Month of Release FY 2024 FY 2025 NSO, MOSPI (GoI) February 2024 7.6% 7.0% RBI April 2024 7.3% 7.0% IMF April 2024 7.8% 6.8% World Bank April 2024 7.5% 6.6% Asia Development Bank (ADB) April 2024 7.6% 7.0% S&P Global Ratings March 2024 7.6% 6.8% Fitch Ratings March 2024 7.8% 7.0% Nomura March 2024 6.7% 6.2% OECD February 2024 6.3% 6.2% Source: CMIE Source: S&P Global, RBI, CMIE References 1. IMF, WEO, April 2024 | 2. https://news.un.org/en/story/2024/01/1145902 3. https://www.imf.org/en/News/Articles/2024/02/02/cf-chinas-real-estate-sector-managing-the-medium-termslowdown#:~:text=With%20 the%20property%20downturn%20in,in%20the%20last%20three%20decades. 4. CEIC | 5. CMIE | 6. OPEC | 7. S&P Global | 8. World Bank, The Pink Sheet | 9. CMIE | 10. RBI, Monetary Policy Committee 11. MOSPI | 12. Ministry of Commerce & Industry | 13. Ministry of Finance S&P Global PMI Global GDP Growth (% Y-O-Y) Demand Growth in FY 2023-24 Capital Expenditure by Govt. (` lakh crore) India's Trade Growth 50 -1 -1 1 2 3 4 5 6 7 8 9 -30% -20% -10% 0% 10% 20% 7.8 6.8 6.5 5.2 4.6 4.1 2.5 2.7 1.9 0.4 0.8 1.5 1.9 0.9 1 0.9 0.7 1.4 0.3 0.2 1.3 3.2 3.2 3.2 52 54 56 58 60 62 64 Light Motor Vehicle Sales 6.1% 7% 12.3% 18.0% 7.4 9.5 16.8% 28.4% 11.1 41.6% Electricity Generation Steel Consumption Passenger Air Traffic Electric Vehicle Sales Mar-24 Mar-24 Jan-23 FY23 (Actual) FY24 (RE) FY25 (BE) Jan-23 Mar-23 Mar-23 May-23 May-23 Jul-23 Jul-23 Sep-23 Sep-23 Nov-23 Nov-23 Jan-24 Jan-24 Manufacturing PMI Export Service PMI Import India China US Euro Area Japan France Germany World 2023 2024 2025 150 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 151 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 ALUMINIUM ZINC Market Overview FY 2023-24 presented a dynamic environment for the aluminium market. While the early part of the year witnessed LME prices adjusting to US$ 2,100/tonne by June 2023 due to global macroeconomic factors, the market demonstrated resilience. Despite ongoing geopolitical tensions and economic headwinds, including the ongoing Russia-Ukraine war, the European energy crisis, and global inflation, metal prices remained relatively stable throughout most of the year. This stability reflects the continued robust underlying The Zinc Market in FY 2023-24 In FY 2023-24, the zinc market navigated a dynamic landscape marked by fluctuating LME prices. Early price corrections saw a dip from US$ 2,900/tonne in April 2023 to US$ 2,300/tonne in June 2023. However, the market demonstrated remarkable resilience by stabilising in the latter half of the year. This stability came in the form of a range-bound pattern supported by rising LME inventories. The year concluded with a healthy average LME price of US$ 2,475/tonne, showcasing the market's ability to adapt to changing conditions. On the supply and demand side, FY 2023-24 witnessed a modest 1% increase in global production of refined zinc, reaching 13.6 million tonnes. While global demand plateaued at 13.5 million tonnes, primarily due to reduced consumption in some regions, the market effectively adjusted. This adjustment involved an increase in warehouse stocks, which demand for aluminium across various sectors. A brief price increase in the latter part of the calendar year, particularly in December 2023, likely driven by concerns about potential sanctions on Russian metal, further underscored the market's sensitivity to supply disruptions. However, prices ultimately returned to around US$ 2,200/tonne by year-end, demonstrating a degree of market stability. In CY2023, global primary aluminium production remained flat at ~70.0 million tonnes, while demand also stagnated at 69.8 million tonnes, resulting in a global surplus of 0.2 million tonnes. Excluding China, production and consumption of aluminium remained stable. In India, the domestic demand surged 17% from ~4.6 million tonnes in FY 2022-23 to ~5 million tonnes in FY 2023-24. Products and customers Vedanta is India’s largest primary aluminium producer with an annual capacity of ~2.4 million tonnes. The Company’s product portfolio includes aluminium ingots, primary foundry alloys, wire rods, billets, and rolled products which cater to varied industries globally such as energy, transportation, construction and packaging, aerospace and defence, among others. It has achieved a domestic market share of 46% as of 31 March 2024 after its domestic sales volume increased by ~25% in FY 2023-24. In line with the evolving market needs and the focus on value creation through expanding margins, the Company has been steadily increasing its value-added product (VAP) share in the portfolio which currently accounts for ~45% of its total global aluminium sales. mitigated spot metal premiums and provided a buffer against price volatility. The market's resilience was further tested by factors like subdued demand from China and persistent global interest rate hikes. However, positive anticipation surrounding Chinese economic stimulus measures instilled intermittent market optimism. The latter part of the year saw adjustments due to concerns over China's recovery and rising inventories, highlighting the market's responsiveness to external influences. In contrast to these global trends, India emerged as a bright spot in zinc demand. The country experienced a robust 17% Y-O-Y surge in FY 2023-24, fuelled by strong economic policies and a focus on infrastructural development. This growth trajectory serves as a testament to India's growing industrial prowess and the government's commitment to building a robust infrastructure network. Products and customers Hindustan Zinc Limited (HZL), a leader in the Indian zinc market, holds the distinction of being the country's largest and only primary zinc producer. With a commanding 75% market share in FY 2023-24, HZL plays a pivotal role in driving the industry forward. The Company's domestic sales success story reflects the thriving Indian market, with a remarkable 20% Y-O-Y growth in FY 2023-24, reaching a record-breaking 580 kt of sales. HZL is strategically expanding its product portfolio, evident in its historically high sales of 161 kt of value-added products (VAP) in FY 2023‑24. This diversification from 15% to 20% VAP demonstrates HZL's commitment to cater to the evolving needs of the market. Aligning with the positive momentum in the zinc market, HZL projects a 20% Y-O-Y increase in domestic sales for FY 2024-25, marking a historic high, further bolstered by an expanded Value-Added Products (VAP) portfolio. Market Outlook The global aluminium market is on an exciting growth trajectory, with annual demand projected to reach 122 million tonnes by CY 2030. The demand is expected to increase at a CAGR of ~3%, driven by the global push for decarbonisation. Aluminium's lightweight, corrosion resistance, electrical conductivity and recyclable nature make it an ideal material for clean energy solutions, with sectors like renewable energy and electric vehicles expected to consume a substantial 16 million tonnes by 2030. Furthermore, increased investment in infrastructure development will create another avenue for aluminium demand. China, the world's largest aluminium consumer, shows promising signs of continued domestic consumption growth. However, its long-term success hinges on sustained growth in the transportation sector and modest recovery of the building and construction industry. For the Rest of the World (RoW), CY 2024 is expected to bring a modest increase in demand as inflation rates decline, enabling acceleration in the rate of investment. Meanwhile, India stands out with a robust domestic demand outlook, projecting growth of over 10% for FY 2024-25. Key sectors like electronics, appliances, and anticipated growth in renewables, defence, and aerospace will continue to drive aluminium consumption in the country. Looking Ahead: A Promising Future for Zinc The global zinc market is poised for continued growth in FY 2024-25. Global refined zinc production is projected to rise by 1.53% to approximately 13.9 million tonnes, while consumption is expected to grow by 2.3% to 13.8 million tonnes. The People's Bank of China's proactive measures, such as the reduction in the Reserve Requirement Ratio, signal a commitment to economic revitalisation. This, coupled with the anticipated easing of US interest rates and a potential 3% increase in Chinese zinc consumption in 2024, suggests a favourable environment for zinc prices and broader economic health. The Indian zinc market is particularly well-positioned for significant growth, with an estimated 19% Y-O-Y increase projected for FY 2024-25. This growth is driven by the government's consistent push for infrastructure development, urbanisation and industrialisation, which will create significant demand for zinc-intensive materials. India's leadership in steel production and the strong growth observed in the Index of Industrial Production (IIP) and Manufacturing PMI numbers further underscore a thriving economy with a growing appetite for zinc. Positive market sentiments continue to prevail in India, driven by the nation's comprehensive growth across sectors like construction, electricity, and automotive. This growth fuels zinc demand, leading to a projected expansion of the Indian zinc market by 5.2% to 810 kt in FY 2024‑25. SEGMENT REVIEW 152 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 153 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 LEAD SILVER Overview Global lead market exhibited remarkable resilience despite macroeconomic headwinds in FY 2023-24. Global lead prices averaged a healthy US$ 2,121/t, reflecting a slight increase from FY 2022-23. However, downward pressure emerged towards the second half of the year. This correction was mainly driven by two key factors, subdued demand growth in developed economies (USA, EU, China) due to high inflation and rising interest rates, and an increase in refined lead production reaching 13.8 million tonnes in FY 2023‑24 (1.8% increase). This imbalance between mined and refined lead output and demand led to temporary metal A Year of Growth and Promise The silver market showcased a stellar performance in FY 2023-24, overcoming initial price volatility to ultimately deliver a year marked by growth. LBMA prices commenced robustly at US$ 23.8/oz but underwent a period of consolidation. Despite these fluctuations, the market found stable ground, culminating in a commendable 10% Y-O-Y increase, with an average price of US$ 23.55/oz. This positive trend was underscored by silver prices performing strongly in the closing month of March 2023. surpluses, suppressing prices. LME and SHFE warehouse inventories saw a significant rise in Q4 FY 2023‑24, further impacting prices. India presented a contrasting picture compared to the global market. Primary lead demand in FY 2023-24 reached an estimated 199 kt, marking a slight decrease from the previous year. This is primarily attributed to the increased consumption of secondary lead and alternative materials. Interestingly, the Indian auto industry defied the global trend with a robust 10% Y-O-Y growth. The EV segment exceeded expectations, with BEV sales experiencing a phenomenal 100% increase in FY 2023‑24. Company Overview Hindustan Zinc Limited (HZL) proudly stands as a premier lead producer in India, commanding an impressive 66% market share in the primary market in FY 2023-24. Its commitment to quality is reflected in its production of high‑grade lead ingots with a purity level of 99.99%, which has earned the distinction of being registered with the London Metal Exchange (LME). During the fiscal year, a significant 63% of the Company’s output catered to the increasing domestic demand, while the remainder was exported to international markets. Moving forward, the Company’s strategy is geared towards deepening its footprint across India. It aims to amplify domestic sales to 100%, leveraging its vigorous customer acquisition initiatives and the development of innovative applications. This underscores its dedication to nurturing the Indian market and its confidence in its growth potential. Globally, the silver supply experienced a notable 5% increase in CY 2023, reaching an estimated 1.055 billion ounces (Boz). This expansion is largely credited to a 5% surge in mine production, propelled by the inauguration of new mining operations in Mexico and enhanced silver yields from Chilean gold mines. Moreover, silver recycling made a significant contribution, adding ~200 million ounces to the total supply. On the demand front, global silver consumption soared to a near-record 1.15 Boz, reaffirming its status as the second-highest level in history. Despite a modest downturn in jewellery and silverware sectors, this was compensated by the industrial sector’s robust performance. Industrial silver demand, projected to have grown by 4%, reached an unprecedented 576 Moz. This increase is attributed to the escalating application of silver in vehicle electrification and the development of essential charging infrastructure. Company Overview Hindustan Zinc (HZL), a key player in the global silver arena, continues to exert a major influence. Ranking as the world’s 5th largest silver producer, HZL recorded a historic high in domestic sales, reaching 740 kt in FY 2023-24, marking a 4% increase from the previous year. With an eye on the increasing demand for silver, HZL is strategically augmenting its production capabilities to cater to the expanding market needs. Market Drivers Looking ahead, the lead market is expected to witness a more balanced supply-demand scenario in FY 2024‑25. Global supply is projected to increase by 1.3% to 14.1 million tonnes, while demand is anticipated to reach 14.1 million tonnes, reflecting a 1.7% growth. Globally, lead-acid batteries, despite facing competition from substitutes in the evolving EV landscape, will continue to be crucial for powering essential electrical systems in these vehicles, contributing to lead demand. Additionally, the global transition towards sustainable solutions will drive the adoption of lead-acid batteries for renewable energy storage systems. The Indian market is expected to benefit from its buoyant economic growth and rising vehicle population, leading to continued strong lead demand. Furthermore, growth in Battery Energy Storage Systems (BESS) deployments will create significant lead demand opportunities as the contribution of renewable energy to the grid increases. Government initiatives like FAME-II and Electric Mobility Promotion Scheme 2024 (EMPS 2024), promoting the adoption of electric vehicles (EVs), will further solidify domestic lead demand. The automotive sector, projected to grow by 6.4% in India until 2031, will remain a key driver due to its reliance on lead-acid batteries and inverter batteries. Additionally, government stimulus programmes and strong export demand for lead- intensive products like galvanised sheets are expected to indirectly drive lead consumption through its role as a by-product of zinc mining. Market Drivers Looking ahead, the prospects for silver are even brighter with an estimated 1.2 Boz silver demand in FY 2024-25. The overall demand is being driven by several factors: • Industrial Demand Surge: The industrial sector’s appetite for silver is forecasted to climb by an impressive 4%, achieving a historic peak of 690 Moz. This growth is driven by the further increasing photovoltaics (PV) and automotive industries, which heavily depend on silver’s exceptional conductive qualities. • Resurgence in Jewellery Fabrication: Jewellery production, especially in India, is poised for a significant 9% uptick, contributing to a worldwide consumption increase of 6%. This resurgence underscores silver’s enduring cultural value, particularly during India’s festive seasons such as Diwali and Akshaya Tritiya. • India’s Industrial Silver Revolution: India’s industrial silver usage, currently trailing behind global averages, is set for a substantial leap forward. The rise of cutting-edge technologies like electric vehicles (EVs) and 5G networks is anticipated to fuel a considerable surge in domestic silver demand. 154 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 155 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 OIL AND GAS POWER SECTOR Global Oil Market Overview The year 2024 has witnessed a moderate increase in the global oil supply, primarily driven by non-OPEC countries, with the United States and Brazil leading the charge. The global oil demand has followed an upward trajectory, with an estimated increase of 1.3 million barrels per day (mbpd), reflecting the ongoing economic recovery. This demand is primarily driven by non-OECD countries. A steady increase in transportation and industrial fuel demand, supported by the recovery in economic activity in China and other non-OECD regions boosted the demand. Demand and Supply India's power sector is experiencing explosive growth. Currently ranking third in global electricity production with a staggering 428 GW installed capacity (as of December 2023), the country has witnessed an impressive 11 GW India’s oil demand in CY 2023 increased to 5.34 Mb/d (+0.21 Mb/d). In the near term, India’s economic growth is expected to remain robust on the back of strong domestic demand, ongoing economic and business activities, proactive government policy measures, and increased capital expenditure for sustainable infrastructure development, which is expected to boost India’s oil demand in H12024. During the year, the average crude oil price stood at US$ 82.6/bbl in CY2023, an 18% drop compared to CY2022. This decline in crude price vis-à-vis CY2022 can be attributed to the potential easing of sanctions imposed by G7 nations due to the Russia-Ukraine war. The major drivers of oil prices in CY2023 were the OPEC+ production cuts and the Israel- Hamas conflict in Gaza that heightened the tensions in the Middle East with ongoing maritime disruptions in the Red Sea. Apart from this, concerns about the weaker economic outlook of major economies also impacted the prices. Products and customers Cairn India is the largest private oil & gas exploration and production company in India with gross proven and probable R&R of 1,376 million barrels of oil equivalent (Mmboe). The Company’s crude oil is sold to public and private refineries and its natural gas is consumed by the fertiliser industry and the city gas distribution sector in India. The Company’s entire crude oil and natural gas production in FY 2023-24 was sold in India as per government regulation. The Company is focussed on strengthening its dominance in the Indian market, with an ambition of producing 50% of India’s oil & gas. increase from the previous fiscal year. Despite significant investments in renewable energy sources (comprising 42% of installed capacity), thermal power remains the dominant force, contributing a substantial 79% to total generation. This highlights the ever-increasing power demand in line with India's robust economic growth. In FY 2023-24, electricity demand surged by 7.9% to reach 1,227 BUs, with peak power demand experiencing a remarkable 12.5% jump to 243 GW. Products and customers Vedanta Group is exceptionally well-positioned to capitalise on this flourishing power market. With a robust total portfolio of ~12 GW (combining IPP and CPP capacities), Vedanta currently holds the title of second-largest private player in the Indian power sector. The Company has key IPP assets like Talwandi Sabo plant (1980 MW) and Jharsuguda plant (600 MW). Furthermore, the soon‑to‑be operational Meenakshi (1000 MW) and Athena (1,200 MW) power plants will bolster the Company’s growth. Upon completion of these projects by FY 2025-26, Vedanta's commercial power portfolio is expected to reach a remarkable 4,780 MW, solidifying its position as a dominant player in the thermal power sector. Market Drivers As per OPEC, global oil demand is expected to increase by 2.2 Mbpd to 104.5 Mbpd in CY 2024 supported by strong air travel demand, increased road mobility, including on-road diesel usage and trucking, as well as thriving industrial, construction and agricultural activities, especially in non-OECD countries. The anticipated growth in non-OPEC petroleum liquids production stands at 1.1 million barrels per day (mb/d) in CY 2024. The primary drivers for the growth in liquids supply in CY 2024 include the United States, Canada, Brazil, and Norway, while notable declines are projected for Russia and Mexico. Geopolitical uncertainties like the Russia-Ukraine war and the Red Sea crisis can be major factors that affect the global oil supply. According to the US Energy Information Administration (EIA), Brent crude oil prices will average at US$ 87 per barrel in CY 2024. Persisting tensions in the Middle East along with the OPEC+ production cuts can push oil prices upwards. India is projected to significantly amplify its presence in global oil markets throughout the rest of the decade, driven by robust expansion in its economy, population, and demographics. India’s oil demand is expected to grow by 0.2 Mbpd to 5.6 Mbpd in CY 2024 supported by the expansion of airline activities and increasing GDP growth rate. The current positive momentum of economic activity in India is expected to continue in CY 2024. Market Drivers Several key macroeconomic factors are fuelling this power sector boom in India. India's population is projected to reach a staggering 1.5 billion by 2030, with rapid urbanisation further propelling electricity demand. Additionally, India’s current per capita electricity consumption is significantly lower compared to global averages. At 1300 kWh, it is merely one-third of the world average and one-fifth of China’s consumption. This vast disparity signifies an enormous potential for growth in the coming years. Looking ahead, the future of India's power sector is shining with exciting possibilities. The government and industry experts anticipate a phenomenal rise in installed capacity, reaching an estimated 800 GW by CY 2030, at a projected CAGR of 11%. This expansion presents a substantial opportunity for private players like Vedanta to play a pivotal role in meeting the nation's growing energy needs. There is a minimum of ~87 GW of additional thermal capacity addition required in the next 7 years, which presents an enormous opportunity for the industry. In contrast, this is the same quantum of thermal capacity installed in the last 15 years (2007-2022). Furthermore, the CEA has issued an advisory to existing thermal power utilities not to retire or repurpose their plants before 2030, considering the expected power demand. It is noteworthy that thermal power is expected to continue serving as the primary source for baseload demand until efficient and economical RE storage solutions are readily available. These favourable trends in the power industry, have resulted in an increase in thermal Plat Load Factors (PLFs) across the country to 70% in FY 2023-24 from 66% in FY 2022-23. Additionally, RTC (round the clock) tariffs for power in the power exchanges (IEX, PXIL) have consistently increased, with an average of ` 5.4/kWh in FY 2023-24, resulting in better realisations for the power sector. 156 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 157 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 IRON ORE STEEL The global iron ore market in CY 2023 displayed remarkable resilience and adaptability in the face of challenges including price volatility. While prices fluctuated throughout the year, reaching a low in May 2023 due to temporary demand dips, they recovered significantly due to several positive developments. These included: • Reduced Raw Material Inventories: Lower stockpiles at steel mills created a buying urgency, pushing prices upwards. • Resumption of Steel Mill Operations: The restart of some steel mills increased demand for iron ore, further stabilising prices. • Concerns Over Future Supply: The BHP strike raised concerns about potential supply disruptions, prompting some buyers to secure stocks, which in turn supported prices. Overview India is the second-largest steel producer in the world with steel as one of India’s core industries, contributing more than 2% to the GDP. In FY 2023-24, India’s crude steel production is expected to increase by ~14% on a yearly basis with crude steel production at ~143 million tonnes. The government’s emphasis on infrastructure development and affordable housing has led to an increase in finished steel consumption which is expected to grow by ~14% to 135 million tonnes in FY 2023-24. Backed by a slew of initiatives, including the National Infrastructure Pipeline (NIP) and PM Gati Shakti National Master Plan (NMP), India’s per capita steel consumption jumped to 87 Kg per capita in FY 2023‑24 from 77 Kg per capita in FY 2022-23. As per the National Steel Policy, steel consumption is projected to reach 158 Kg per capita by FY 2030-31 with a capacity of 300 million tonnes. The year ended on a positive note with global iron ore prices averaging US$ 119/t in CY 2024, an increase of 2.5% Y-O-Y. India, a key player in the iron ore market, witnessed a stellar year in FY 2023-24. Domestic iron ore production reached an all-time high of ~282 million tonnes, reflecting a significant 13% Y-O-Y increase. This growth was mirrored in domestic steel production, which surged by 10% to reach ~139 million tonnes. Additionally, India's iron ore exports rose to a three- year high of over 44 million tonnes, showcasing the country's growing importance in the global iron ore landscape. Company Overview The Company has established itself as a significant player in the production of iron ore and pig iron, serving the steelmaking, construction, and infrastructure sectors. With a strategic focus on enhancing its mining operations, the Company has successfully increased its output to 5.9 million tonnes per annum (MTPA) of iron ore from its Karnataka mines. In a recent expansion, the Company acquired the FEE grade and BICO iron ore blocks located in Barbil, Odisha, during the fiscal year 2022. These mines became operational in FY 2022-23, contributing an additional 5.5 MTPA to the Company’s capacity. Expanding its global footprint, the Company commenced operations at the Bomi mine in Liberia. As of 19 March 2024, the mine has produced 0.5 million tonnes of saleable ore, with an ambitious target of 2.5 MTPA set for FY 2024-25. The Company’s reach has grown in India with the acquisition of the Bicholim mine in Goa, which boasts resources of 84.92 MTPA. The Bicholim mine will be operational by the end of FY 2023-24, with a production target of 3 MTPA for FY 2024‑25. With subdued global demand, prices of steel products reduced globally, along with an increase in exports from China. India is likely to remain a net importer of steel in FY 2023-24 which has impacted domestic prices as well. Products and customers ESL Steel Limited boasts a state-of-the-art integrated steel plant with a capacity of 1.7 MTPA, supported by its own captive mines in Odisha and a coke oven plant. The Company has a robust and diversified product portfolio, offering TMT rebars, wire rods, ductile Iron pipe, billet and pig Iron to its customers. With ongoing projects, the plant’s capacity is expected to reach 3 MTPA by FY 2024-25. In FY 2023-24, the Company achieved its highest‑ever finished sale of 1.4 MTPA (~11% increase Y-O-Y) supported by strong domestic demand for steel and pipe segment. The Company consistently prioritises the sales of value‑added grades and developed various new grades during the year, achieving its highest ever (~75%) sales of high carbon and alloy grade in Wire Rod. ESL has achieved its highest ever Ductile Iron pipe sales of ~0.21 million tonnes in FY 2023‑24, supported by robust demand and product optimisation. In the TMT segment, the Company has received various key approvals. With the UK CARES quality certificate in place for TMT, the Company has made its first-ever export shipment to Tanzania. With its vision to reach the last customer and expansion underway, the Company conducted a national retail launch from Bihar in October 2023, garnering media coverage and attended by 250+ engineers, dealers and influencers. Demand Drivers Looking ahead, the outlook for the Indian iron ore sector appears even brighter. Production is expected to climb further, reaching an estimated 330 million tonnes in FY 2024-25, a 17% increase Y-O-Y, fuelled by the operationalisation of new mines and capacity expansions at existing ones. This growth aligns with the National Steel Policy's projections for crude steel production, paving the way for a robust iron ore market in India. The global iron ore market will likely be influenced by Chinese stimulus policies in the near term, considering China’s position as the largest consumer of iron ore in the world. With China's ongoing economic recovery, marked by a strong infrastructure and export sector balanced against a slump in consumption and property sectors, any stimulus decisions following the April politburo meeting could significantly impact iron ore prices. India's iron ore beneficiation capacity is also expected to increase in FY 2024-25, reaching 143 million tonnes from the existing 136 million tonnes. This aligns with the government's push for low-grade ore beneficiation, promoting the utilisation of domestic resources and reducing dependence on imports. While a recent surge in iron ore exports has led to concerns from some small steel producers, the overall outlook for domestic steel demand remains positive. The Indian government's optimistic projections for the country's economic growth further bolster this confidence. With continued growth in domestic production, rising beneficiation capacity, and a strong demand outlook, India is well-positioned to be a major force in the global iron ore market for years to come. Market Drivers The government has been focussed on its vision of achieving a steel capacity of 300 million tonnes by 2030, and this commitment was evident in the increased capital expenditure outlay by 11.1% to ` 11.11 lakh crore in the Interim Budget FY 2024-25. Driven by an unwavering commitment to make India a US$ 5 trillion economy, initiatives such as ‘Make in India’, Pradhan Mantri Awas Yojna and PLI Schemes are propelling the growth of the country. With increasing disposable income, urbanisation and a strong impetus to infrastructure development, steel demand is expected to remain robust in the coming year. In FY 2024-25, the government will maintain its focus on the infrastructure, construction and auto sectors. 2 crore additional houses have been planned in the next 5 years under the PM Awas Yojana, while 3 new Economic corridors have been sanctioned under the PM Gati Shakti, and various new airport developments have been planned in the UDAN scheme. Furthermore, the reduction in import duties for machine parts used in producing Li-ion batteries for electric vehicles will boost the auto industry and consequently, steel consumption. Additionally, the government has prioritised ensuring clean and safe water supply in India through various schemes such as the Jal Jeevan Mission and Amrut, with an allocation of over ~` 1 lakh crore in FY 2023-24. 158 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 159 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 HIGH CARBON FERRO CHROME COPPER Overview High Carbon Ferro Chrome (HCFC) is pivotal to the global stainless-steel industry, enhancing its non-corrosive, durable, and temperature-resistant qualities. Over 85% of HCFC production is dedicated to stainless steel manufacturing, indicating that a flourishing stainless-steel sector is a bellwether for strong HCFC demand. Asia, with China at the helm, dominates the HCFC landscape, accounting for 85% of consumption and holding substantial chromite ore reserves, the essential raw material. Although South Africa is the premier chromite ore supplier worldwide, China’s leadership in HCFC production positions it as a dominant force in shaping global market dynamics and pricing structures. Overview FY 2023-24 was a dynamic year for the copper market. While global consumption, particularly in China, navigated a period of moderation, India's copper market emerged as a robust and promising space. Notably, the latter part of the year witnessed a resurgence in LME copper prices, driven by a combination of supply disruptions and a positive shift towards renewable smelting methods. India's refined copper consumption witnessed a stellar 26.6% increase in CY 2023. This surge was fuelled by several key growth drivers, including the electrification of the transportation sector, increased use of copper in India is playing a significant role in the HCFC market, securing the position as the world’s fourth-largest producer with an output of ~1.3 million tonnes in CY 2023. India’s HCFC market is characterised by an export orientation, with ~60% of its production being exported. Despite a downturn in international HCFC prices in FY 2023‑24, attributed to subdued purchasing in China and Europe, India’s domestic market demonstrated remarkable resilience. International prices may have receded to US$ 1,183/mt by Q4, but India’s domestic prices saw a significant rebound, averaging US$ 1,364 from December 2023 to February 2024, underscoring a robust internal demand. Company Overview Ferro Alloys Corporation (FACOR) stands out in the domestic HCFC sector, ranking as the fourth-largest supplier amidst a predominantly export-oriented industry. In FY 2023‑24, FACOR channeled 85% of its HCFC production to meet the needs of domestic stainless steel and alloy steel manufacturers. FACOR is also strategically augmenting its Value-Added Products (VAP) portfolio, thereby securing a competitive edge to serve specialised markets in Europe and South Korea. Looking forward to FY 2024-25, FACOR’s strategy is geared towards amplifying production volumes and expanding its market presence, both domestically and globally. At our Ferroalloy business, our strategic emphasis remains on capacity expansion, domestic sales, VAP development, and international market expansion. We are ideally positioned to thrive in this dynamic market landscape. construction activities, and industrial expansion spurred by the PLI scheme. Additionally, a rise in consumer durables like air conditioners and electronics further bolstered demand. It is noteworthy that ~40% of India's domestic copper consumption fuels the building and infrastructure sector, while another 11-13% caters to the consumer durables and automotive industries. While India's domestic copper production has faced some limitations, the vibrant economy continues to flourish. This gap is being effectively bridged by a rise in refined copper imports, a trend projected to continue in the near future. Company Overview The Company, with its strong presence, product diversification, and focus on innovation, is well-positioned to capitalise on the lucrative opportunities in the industry. As one of the largest copper producers in India with a diverse product portfolio, the Company caters to a wide range of customers, including housing wire, winding wire and cable, transformer, and electrical profile producers. Its commitment to new product development further strengthens its market position. Notably, the Company holds a significant 20% market share in India and is actively exploring export markets, particularly in neighbouring countries and the Gulf region. Additionally, its focus on developing green copper production methods underlines its commitment to sustainability and long‑term competitiveness. Market Drivers With India’s solid domestic market and the anticipated global upswing in stainless steel production, the outlook for HCFC is optimistic. With increasing infrastructure initiatives in developing nations and an expected resurgence in demand from China, stainless steel production is projected to grow steadily by 4-5% in the upcoming year. This growth trajectory is set to catalyse HCFC demand worldwide, with production forecasts suggesting an increase of 3-4%. India, however, is on track to surpass the global growth rate, emerging as the fastest-expanding market for both stainless steel and HCFC production. The anticipated 7-8% growth is propelled by the Indian government’s substantial investment in infrastructure development. Moreover, India’s per capita consumption of stainless steel is poised for a significant uptick, mirroring the expanding domestic HCFC market. Market Drivers India's copper demand is projected to reach a staggering 3 million tonnes by CY 2030, with an estimated increase of ~9.5% expected for CY 2024. This growth will be driven by key sectors such as building and construction, manufacturing, transportation, and consumer durables. The burgeoning Electric Vehicle (EV) segment, with its inherently higher reliance on copper compared to traditional vehicles, is poised to be a major catalyst for demand. Looking ahead, several factors contribute to the positive outlook for the Indian copper market: • Government Initiatives: The government's strong commitment to infrastructure development, evidenced by initiatives like the National Infrastructure Pipeline (NIP) and increased budgetary allocations, bodes well for copper demand as a crucial infrastructure material. • Economic Growth: A robust Indian economy fosters activity in copper-intensive industries like construction and power, leading to sustained demand. • Green Focus: India's ambitious renewable energy goals and the burgeoning EV market, both heavily reliant on copper, are creating exciting new avenues for demand growth. 160 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 161 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCE REVIEW Executive summary: We had a strong operational and financial performance in FY 2023-24 amidst the challenges faced due to macroeconomic uncertainty. We remained focussed on controllable factors, including resetting the cost base through diverse cost optimisation initiatives, disciplined capital investments, working capital management, marketing initiatives, and volume control, all the while ensuring safe operations in line with Government and corporate guidelines. In FY 2023-24, we recorded an EBITDA of ` 36,455 crore, marking a 3% increase Y-O-Y, with a robust double digit adjusted EBITDA margin1 of 30%. (FY 2022-23: ` 35,241 crore, margin 28%). This growth was primarily attributed to the softening of input commodity prices coupled with cost savings, one time arbitration award in Oil & Gas business and rupee depreciation partially offset by slip in commodity prices primarily of aluminium, zinc and brent and strategic hedging gain recognised in previous year. Cost savings resulted in increase in EBITDA by ` 1,508 crore, driven by Aluminium partially offset by Iron Ore and Zinc business. Market factors resulted in decrease in EBITDA by ` 1,817 crore. This was primarily driven by decrease in output commodity prices partially offset by softening of input commodity prices and rupee depreciation. Gross debt as on 31 March 2024 was ` 71,759 crore, increase of ` 5,577 crore since 31 March 2023, driven mainly by increase at THL Zinc Ventures, Meenakshi Energy and Balco, partially offset by reduction of debt at HZL and CIHL. Meanwhile, our Net debt as on 31 March 2024 was ` 56,338 crore, increased by ` 11,078 crore since 31 March 2023 (FY 2022-23: ` 45,260 crore), primarily due to capex outflow and return to shareholders, partially offset by cash flow from operations and working capital release. Despite these dynamics, Vedanta Limited's balance sheet remains robust, boasting cash and cash equivalents of ` 15,421 crore and a Net Debt to EBITDA ratio of 1.5x (FY 2022-23: 1.3x). 1. Excludes custom smelting at copper business. Consolidated EBITDA EBITDA increased by 3% in FY 2023-24 to ` 36,455 crore. (` crore, unless stated) Consolidated EBITDA FY 2023-24 FY 2022-23 % change Zinc 14,255 19,408 (27%) - India 13,562 17,474 (22%) - International 693 1,934 (64%) Oil and Gas 9,777 7,782 26% Aluminium 9,657 5,775 67% Power 971 913 6% Iron Ore 1,676 988 70% Steel 225 316 (29%) Copper (69) (4) FACOR 115 149 (23%) Others (152) (86) (77%) Total EBITDA 36,455 35,241 3% VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 STATUTORY REPORTS Management Discussion and Analysis FINANCIAL STATEMENT CORPORATE OVERVIEW 163 162 Consolidated EBITDA bridge: (` crore, unless stated) EBITDA for FY 2022-23 35,241 Market and regulatory: (1,817) Prices, premium / discount (12,438) Direct raw material inflation 8,364 Foreign exchange movement 2,257 Operational: 1,165 Volume (343) Cost savings 1,508 Others 1,866 EBITDA for FY 2023-24 36,455 a) Prices, premium/discount Commodity price fluctuations have a significant impact on the Group’s business. During FY 2023-24, we saw a net negative impact of ` 12,438 crore on EBITDA due to slip in commodity prices. Zinc, lead and silver: Average zinc LME prices during FY 2023-24 decreased to US$ 2,475 per tonne, down 25% Y-O-Y; lead LME prices increased to US$ 2,122 per tonne, up 1% Y-O-Y; and silver prices increased to US$ 23.55 per ounce, up 10% Y-O-Y. The cumulative impact of these price fluctuations decreased EBITDA by ` 4,852 crore. Aluminium: Average aluminium LME prices decreased to US$ 2,200 per tonne in FY 2023-24, down 11% Y-O-Y, this had a negative impact of ` 5,270 crore on EBITDA. Oil & Gas: The average Brent price for the year was US$ 83 per barrel, down 13% Y-O-Y. This had negative impact on EBITDA by ` 1,645 crore. Iron & Steel: Lower realisations negatively impacted EBITDA at ESL by ` 974 crore. Higher realisations positively impacted EBITDA at Iron Ore by ` 607 crore. b) Direct raw material inflation Prices of key raw materials such as imported alumina, thermal coal, carbon and coking coal have decreased in FY 2023-24, positively impacting EBITDA by ` 8,364 crore, primarily at Aluminium, Zinc and Iron & Steel business. c) Foreign exchange fluctuation Rupee depreciated against the US dollar during FY 2023-24. Stronger dollar is favourable to the Group’s EBITDA, given the local cost base and predominantly US dollar-linked pricing. The favourable currency movements positively impacted EBITDA by ` 2,257 crore. Key exchange rates against the US dollar: Average year ended 31 March 2024 Average year ended 31 March 2023 % change As at 31 March 2024 As at 31 March 2023 Indian rupee 82.78 80.27 3.13% 83.34 82.16 d) Volumes Lower volume led to decrease in EBITDA by ` 343 crore by following businesses: Oil & Gas (negative ` 618 crore): In FY 2023-24, sales reduced from 91 Kboepd to 82 Kboepd ZI (negative ` 489 crore): In FY 2023-24, MIC sales lowered to 209 kt, down 24% Y-O-Y Partly offset by: Aluminium (positive ` 249 crore): In FY 2023-24, Aluminium sector achieved sales of 2,357 kt, up 3% Y-O-Y Iron Ore (positive ` 229 crore): In FY 2023-24, Iron Ore Karnataka achieved sales of 5.9 million tonnes, up 19% Y-O-Y and Pig Iron achieved sales of 836 kt, up 23% Y-O-Y HZL (positive ` 144 crore): In FY 2023-24, HZL achieved silver sales of 746 tonnes, up 4% Y-O-Y e) Cost savings Lower cost resulted in increase in EBITDA by ` 1,508 crore during FY 2023-24, primarily due to cost savings at Aluminium partially offset by higher cost at Iron Ore, Zinc and Oil & Gas business. f) Others This primarily includes one-time arbitration award in Oil & Gas business partially offset by strategic hedging gain recognised in previous year, impacting EBITDA positively by ` 1,866 crore. Income statement (` crore, unless stated) Particulars FY 2023-24 FY 2022-23 % Change Net Sales/Income from Operations 1,41,793 1,45,404 (2%) Other Operating Income 1,934 1,904 2% EBITDA 36,455 35,241 3% EBITDA margin1 (%) 30% 28% - Finance Cost 9,465 6,225 52% Investment Income 2,341 2,851 (18%) Exchange Gain /(Loss) (264) (492) 46% Exploration Cost written off (785) (327) - Profit before Depreciation and Taxes 28,283 31,048 (9%) Depreciation and Amortisation 10,723 10,555 2% Profit before Exceptional items 17,560 20,493 (14%) Exceptional items2 : credit/ (expense) 2,803 (217) Taxes3 12,826 5,770 - Profit after taxes4 7,539 14,503 (48%) Profit after taxes (before Exceptional Items) 11,254 14,449 (22%) Minority interest 3,300 3,929 (16%) Attributable PAT (after exceptional items) 4,239 10,574 (60%) Attributable PAT (before exceptional items) 7,956 10,521 (24%) Basic earnings per share (`/share) 11.42 28.50 (60%) (` crore, unless stated) Particulars FY 2023-24 FY 2022-23 % Change Basic EPS before exceptional items (`/share) 21.40 28.36 (25%) Exchange Rate (`/US$) – Average 82.78 80.27 3% Exchange Rate (`/US$) – Closing 83.34 82.16 1% 1. Excludes custom smelting at Copper business 2. Exceptional Items gross of tax 3. Tax includes tax expense on exceptional items of ` 6,520 crore on special items in FY 2023-24 (FY 2022-23: tax benefit of ` 274 crore) 4. Includes share in profit/ (loss) of jointly controlled entities and associates Revenue Revenue for the year was ` 1,41,793 crore, lower 2% Y-O-Y. This was primarily driven by lower output commodity prices primarily of zinc, aluminium and brent, partially offset by higher volume at Aluminium, Copper and Iron Ore business and rupee depreciation. EBITDA for the year was ` 36,455 crore, 3% higher Y-O-Y. This was mainly due to softening of input commodity prices coupled with strategic cost savings, one time arbitration award in Oil & Gas business and rupee depreciation partially offset by slip in commodity prices primarily of aluminium, zinc and brent and strategic hedging gain recognised in previous year. We maintained a robust adjusted EBITDA margin1 of 30% for the year (FY 2022-23: 28%) 1. Excludes custom smelting at copper business. Depreciation and Amortisation Depreciation for the year was ` 10,723 crore compared to ` 10,555 crore in FY 2022-23, higher by 2%, primarily due to increase in ore production at Zinc India and higher capitalisation at Aluminium business. Net Interest The blended cost of borrowings was 9.65% for FY 2023-24 compared to 7.8% in FY 2022-23. Finance cost for FY 2023-24 was ` 9,465 crore, 52% higher compared to ` 6,225 crore in FY 2022-23 mainly on account of increase in average borrowings and cost of borrowings. Investment income for FY 2023-24 stood at ` 2,341 crore, 18% lower compared to ` 2,851 crore in FY 2022-23. This was mainly due to decrease in average investments partly offset by mark to market movement. Exceptional Items The exceptional items for FY 2023-24 was at ` 2,803 crore, mainly on account of impairment reversal in Oil & Gas, foreign currency translation gain on redemption of optionally convertible redeemable preference share and liability for capital creditors written back in Power segment partly offset by impairment in Copper, Aluminium and Zinc International. [for more information, refer note [34] set out in P&L notes of the financial statement on exceptional items]. Taxation Tax expense for FY 2023-24 stood at ` 12,826 crore (FY 2022-23: ` 5,770 crore). The normalised ETR is 36% as compared to 30% in FY 2022-23 due to change in profit mix and reversal of deferred tax assets. Attributable profit after tax (before exceptional items) Attributable PAT before exceptional items was ` 7,956 crore in FY 2023-24 compared to ` 10,521 crore in FY 2022-23. Earnings per share Earnings per share before exceptional items for FY 2023-24 was ` 21.40 per share as compared to ` 28.36 per share in FY 2022-23. Dividend Board has declared total dividend of ` 29.50 per share during the reporting period. Shareholders Fund Total shareholders fund as on 31 March 2024 aggregated to ` 30,722 crore as compared to ` 39,423 crore as of 31 March 2023. This was primarily driven by net profit attributable to equity holders earned, partially offset by dividend paid during the reporting period. Net fixed assets The net fixed assets as on 31 March 2024 were ` 1,21,852 crore. This comprises ` 20,331 crore as capital work-in-progress. Balance Sheet Our financial position remains strong with cash and liquid investments of ` 15,421 crore. The Company follows a Board-approved investment policy and invests in high quality debt instruments with mutual funds, bonds, and fixed deposits with banks. Gross debt as on 31 March 2024 was ` 71,759 crore, an increase of ` 5,577 crore since 31 March 2023. This was mainly due to increase of debt at THL Zinc Ventures, Meenakshi Energy and Balco partially offset by reduction of debt at HZL and CIHL. Gross Debt comprises term debt of c. ` 69,062 crore, working capital loan of c. ` 1,159 crore and short-term borrowing of c. ` 1,538 crore. The loan in ` currency is 82% and balance 18% in foreign currency. Average debt maturity of term debt is ~c. 3 years as of 31 March 2024. 164 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 165 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 OPERATIONAL REVIEW ZINC INDIA The year in brief Zinc India is in first decile of the global zinc mining cost curve. It achieved highest ever mined metal production of 1,079 kt, increased by 2% Y-O-Y on account of improved mined metal grades and recorded 3rd largest silver production globally at 746 mt grew by 5% Y-O-Y in line with management’s operational and financial strategy. Best-ever mined metal production 1,079 kt Highest-ever refined 1,033 kt Highest-ever silver production 746 tonnes ESG Update Occupational health and safety In line with our commitment to ensure zero harm to employees, the leadership has undertaken the prime responsibility of providing a safe workplace for all the employees entering our premises. Setting a milestone in FY 2023-24, in-line with our commitment to ‘Zero Harm’ we have achieved zero fatalities in this financial year. LTIFR for the year was 0.88 as compared to 0.70 in FY 2022‑23. To avoid fatalities and catastrophic incidents in the Company, ‘Vihan’: a critical risk management (CRM) initiative was launched in FY 2022-23 to improve managerial control over rare but potentially catastrophic events by focussing on the critical controls. Through the initiative, we have reinforced the focus upon seven more risks in FY 2023-24. In alignment with our vision of zero-harm, Hindustan Zinc Limited introduced 'SURAKSHA KAVACH' phase I of fatality prevention controls initiative for underground mining operations which can proactively address potential risks associated with activities conducted at our sites, encompassing 25 diverse activities, both routine and non-routine, for underground mining operations in Phase I. It outlines clear NO-GO criteria and critical checks that must be conducted by our statutory supervisors and competent personnel. During the reporting period, safety pause was conducted across all our operational units under the theme ‘stop work if it’s not safe’. During this connect, all recent safety incidents that had occurred across the Group were discussed and key learnings were shared. The programme was organised by business partners in all the three shifts, including the night shift. In line with our vision of ‘zero-harm’ and to prevent reoccurrence of similar fatalities within the Group, we have launched infrastructure Inframatrix across Hindustan Zinc for 9 top risks that exist in our business. It helps to eliminate the probability of occurrence of fatalities for the identified critical risks in the business by improving the infrastructure of various risks. A 10-day capacity-building training programme on disaster management was conducted by the National Disaster Response Force (NDRF) emergency response at Dariba Smelting Complex (DSC). The training covered various aspects including medical first response, collapsed structure search and rescue, fire management, and chemical and gas disaster management emergencies. To further enhance the safety of our assets and facilities, Hindustan Zinc established the 'Structure Integrity Management' community. This community is dedicated to predictive assessment, corrosion mapping, and timely rectification of old, damaged, and corroded structures within the plant, ensuring the safety and reliability of our operations. For demonstrating a higher degree of safety, we have been awarded with below awards: Highly prestigious International Safety Awards by British Safety Council in the year 2024. Zinc Smelter Debari and Zawar group of mines have been awarded in Distinction Category, Chanderiya Lead Zinc smelter, Rajpura Dariba projects and DSC in Merit Category and Rampura Agucha Mine, Sindesar Khurd Mine and Rajpura Dariba in pass category. 166 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 167 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 DSC was also honoured with platinum in metal and mining sector at Apex India Occupational Health and Safety Awards 2023. Environment Hindustan Zinc has received validation on its near-term and net-zero targets by the Science Based Targets initiative (SBTi). Our targets include a commitment to reduce 50% of absolute scope 1 and 2 GHG emissions and further reduction of 25% of absolute scope 3 GHG emissions by FY 2029‑30 from the base year FY 2019-20 and achieving net-zero emissions across the value chain by FY 2049-50. These target ambitions have been approved by the SBTi in line with 1.5°C trajectory. We also became the only company in India to be shortlisted for setting Science Based Targets for Nature (SBTN) based on which we will set targets against freshwater and land. In FY 2022-23, we signed renewable energy supply agreement of 450 MW round-the-clock renewable energy (RE-RTC), the project is progressing well and the Company is expected to start receiving renewable energy from April 2024. This 450 MW RE-RTC will help us reduce our GHG emissions significantly by 2.7 million tCO2e per annum. We have deployed 2nd BEV in our underground operations at Sindesar Khurd Mine. We have taken a significant leap towards sustainable logistics by signing an agreement which marked the deployment of 10 EV Trucks, each boasting a capacity of 55 mt, helping in interunit transport of goods and reduction of Scope 3 emissions. Hindustan Zinc has led by example by inducting an LNG powered truck for upstream and downstream transportation which shall reduce GHG emissions. With their deployment, we will reduce our carbon footprint by 30% in comparison to traditional diesel vehicles, thereby reducing Scope 3 emissions. The Company is also working along with International Zinc Association (IZA) and its climate action taskforce for standardisation of Scope 3 emissions guidelines across the zinc sector. The Company has inaugurated a 4,000 KLD zero liquid discharge (ZLD) plant phase 1 at Zawar Mines, which utilises advanced technology to help in water conservation. The plant has resulted in reduction of freshwater dependency, aligning with the vision of becoming 5 times water positive by 2025. Dry tailing plant at Rajpura Dariba mine is in progress and will result in significant amount of water recovery from the tailings. The 3-year engagement with International Union for Conservation of Nature (IUCN) is in progress with 3rd season assessment completed. Under this, we have prepared an integrated biodiversity assessment tool (IBAT) report for all Rajasthan-based locations. Site visit by IUCN team members was done for three seasons. These studies will help the Company prepare a strategy to achieve ‘no net loss’ towards biodiversity. First fuming furnace commissioning was completed at Chanderiya Lead Zinc Smelter (CLZS) which will help us in improving metal recovery and reducing the generation of jarosite waste. As a significant achievement in our pursuit of reducing waste by improving efficiency, Hindustan Zinc received two Indian patents titled “Method for production of lead by performing dross removal procedures” and “Method for production of zinc by utilising lead plant slag”. We organised a series of training sessions called "Wednesday for Transition", which were designed to provide suppliers with essential knowledge on ESG (Environmental, Social, and Governance) topics. Consent to Establish was granted for PAP (Phosphoric Acid Plant) in March 2024 by State Pollution Control Board. The project includes the establishment of PAP plant with a capacity 240 KTPA inside CLZS complex based on Hemidihydrate (HDH) technology. Environment clearance was granted for CLZS expansion project in December 2023 by the Ministry of Environment, Forest, and Climate Change ((MoEF and CC). The project includes expansion of pyro metallurgical smelter unit and other debottlenecking projects in CLZS. Our sustainability-related activities received several endorsements during the reporting period: Hindustan Zinc ranked #1 globally at S&P Global Corporate Sustainability Assessment score in metal and mining sector. Score improved from 80 last year to 85 this year Included in Sustainability Yearbook 2024 amongst the top 1% most sustainable organisations globally Climate Action Programme (CAP) 2.0° - Oriented Award in the Energy, Mining and Heavy Manufacturing Sector Hindustan Zinc selected as Leadership band A- listed company by CDP in “Climate Change“ and “Water Security “in CDP 2023 Greenco Rating Award to Rampura Agucha Mine and Zawar Mines (Silver Rating) Zawar Mines was announced winner for CII best practices award for its dry tailing plant and CII National Awards in Innovation Project category for Environmental Best Practice Production performance Production (kt) FY 2023-24 FY 2022-23 % Change Total mined metal 1,079 1,062 2% Refinery metal production 1,033 1,032 - Refined zinc – integrated 817 821 - Refined lead – integrated1 216 211 3% Production – silver (in tonnes)2 746 714 5% 1. Excluding captive consumption of 7,622 tonnes in FY 2023-24 vs. 7,912 tonnes in FY 2022-23. 2. Excluding captive consumption of 39.0 tonnes in FY 2023-24 vs. 41.4 tonnes in FY 2022-23. Operations FY 2023-24 recorded the best-ever Mined Metal production of 1,079 kt compared to 1,062 kt in the prior year driven by improved mined metal grades. For the full year, ore production was lower by 1% Y-O-Y to 16.52 million tonnes on account of lower ore production at Zawar, Kayad and Rajpura dariba mine. Silver recorded the highest volume in FY 2023-24 in line with management’s operational & financial strategy, at 24.0 moz up 5% Y-O-Y. Refined lead production was at 216 kt, up 3% Y-O-Y. Prices Particulars FY 2023-24 FY 2022-23 % Change Average zinc LME cash settlement prices US$ per tonne 2,475 3,319 (25%) Average lead LME cash settlement prices US$ per tonne 2,122 2,101 1% Average silver prices US$/ounce 23.55 21.37 10% In CY 2023, zinc price lost its shine as macro headwinds deterred investor sentiments, and unsustainable metal surpluses got piled up. Zinc LME ended FY 2023-24 at 2,391 US$/t which is 17.8% lower than 31 March 2023. At supply level, the refined zinc production increased by 1.5% to 13.8 million tonnes in CY 2023. However, with expectations of interest rate cuts by the US Fed and geopolitical tensions in the Middle East, commodity prices went on a rally starting April 2024, with silver touching its highest in ` terms. Chinese manufacturing PMI has also increased from 50.9 in February to 51.1 in March, entering into expansion zone for the first time since September 2023. Zinc Demand–Supply Zinc Global Balance In kt CY2022 CY2023 CY2024 E Mine Production 12,843 12,497 12,567 Smelter Production 13,569 13,779 13,640 Consumption 13,641 13,434 13,779 E: Estimated Source: Wood Mackenzie, March STO The global refined zinc demand contracted by 1.5% to 13.4 million tonnes in CY 2023, largely due to a fall in Chinese, USA, EU regions. An increase in supply created a surplus in the market resulting to an increase in the warehouse (LME & SHFE) stocks by 386% (50 kt to 243 kt) and consequent increase in pressure on metal premiums on a spot basis. The market anticipated that the removal of COVID restrictions in 2023 would signal a strong rebound in the Chinese economy and zinc demand. This optimism, however, turned out to be misguided, as the recovery has been stifled by 168 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 169 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 the structural slump in the real estate industry as well as exceptionally low levels of confidence among consumers and businesses. Therefore, the combination of Government- backed stimulus programmes and strong export demand for Chinese-made galvanised sheets, white goods, and automobiles drove the zinc consumption in 2023. European continent's zinc consumption also undergone a structural shift due to permanent capacity closures caused by rising energy prices, even though they have decreased. This is especially the case in Germany, where the effects of increasing energy costs have been most pronounced. US economy went through demand slump in 2023 on account of rising interest rates, rising unemployment and couple of other macroeconomic factors. In terms of demand, India has surpassed the globe. The Indian economic environment has remained optimistic. The same was reflected by the S&P Global Manufacturing PMI which stood at 59.2 in March 2024 as compared to 56.4 in March 2023, reflecting expansion in the manufacturing sector. This highlighted 31 successive monthly improvement in operating conditions. The domestic production of finished steel went up by 13.2% to 118.947 million tonnes from April 2023 to January 2024 (P). Consumption in domestic market during the same period stood at 112.5 million tonnes, up by 14.5%. The total net finished steel exports till Jan’24 stood at 5.5 million tonnes, up by 3.6%. Unit costs Particulars FY 2023-24 FY 2022-23 % Change Unit costs (US$ per tonne) Zinc (including royalty) 1,450 1,707 (15%) Zinc (excluding royalty) 1,117 1,257 (11%) For the full year, Zinc COP excluding royalty was US$ 1,117 per tonne, down by 11% Y-O-Y (8% lower in ` terms). The reduction in COP has been achieved mainly due to lower coal and input commodity prices, better grades & better linkage coal availability. Financial performance (` crore, unless stated) Particulars FY 2023-24 FY 2022-23 % Change Revenue 27,925 33,120 (16%) EBITDA 13,562 17,474 (22%) EBITDA margin (%) 49% 53% - Revenue from operations for the year was ` 27,925 crore, degrew by 16% Y-O-Y, primarily on account of lower zinc LME prices and zinc metal volume, partially offset by favourable exchange rates, higher silver and lead prices and volume. EBITDA for FY 2023-24 was at ` 13,562 crore, down by 22% Y-O-Y in line with the lower revenues. Projects As Zinc India advances in the journey of 1.25 MTPA metal in concentrate (MIC) expansion, several projects have been undertaken throughout the year: Strategic Priorities and Outlook Our primary focus remains on enhancing overall output, cost efficiency of our operations, improving cost efficiency in our operations, maintaining disciplined capital expenditure, and ensuring sustainable operations. Despite the current economic uncertainty, our goals over the medium term remain unchanged. Our key strategic priorities include: Further ramp‑up of underground mines towards their design capacity, deliver increased silver output in line with communicated strategy Sustain cost of production within the range of US$ 1,050- US$ 1,100 per tonne through efficient ore hauling, higher volume and grades and higher productivity through ongoing efforts in automation and digitisation Disciplined capital investments in minor metal recovery to enhance profitability Increase R&R through higher exploration activity and new mining tenements, as well as upgrade resource to reserve Progressing towards sustainable future with continued efforts towards reduction in GHG emissions, water stewardship, circular economy, biodiversity conservation and waste management Exploration Zinc India’s exploration objective is to upgrade the resources to reserves and replenish every tonne of mined metal to sustain more than 25 years of metal production by fostering innovation and using new technologies. The Company has an aggressive exploration programme focussing on delineating and upgrading Reserves and Resources (R&R) within its licence areas. Technology adoption and innovations play key role in enhancing exploration success. The deposits are ‘open’ in depth, and exploration has identified number of new targets on mining leases having potential to increase R&R over the next 12 months. Across all the sites, the Company increased its surface drilling to assist in Resource addition and upgrading Resources to Reserves. In line with previous years, the Mineral Resource is reported on an exclusive basis to the Ore Reserve and all statements have been independently audited by SRK (UK). On an exclusive basis, total Ore Reserves at the end of FY 2023-24 stood at 175.1 million tonnes (net of depletion of 16.5 million tonnes during FY 2023-24) and exclusive Mineral Resources totalled 281.2 million tonnes. Total contained metal in Ore Reserves is estimated at 9.9 million tonnes of zinc, 2.8 million tonnes of lead and 312.2 million ounces of silver. The Mineral Resource contains approximately 12.7 million tonnes of zinc, 5.5 million tonnes of lead and 542.1 million ounces of silver. At current mining rates, the R&R underpins metal production for more than 25 years. Rajpura Dariba mill revamping project for improved recovery of zinc, lead, and silver has been commissioned in August’23 and is currently under ramp‑up. To further enhance metal volume, 160 KTPA roaster project at Debari is under installation and has achieved 43% progress with final commissioning being targeted by fourth quarter of FY 2024-25. The project of Hindustan Zinc Alloys Private Limited has been commissioned in the third quarter of FY 2023-24 and complete ramp‑up is under progress. Further, the 160 KTPA fumer plant has also been commissioned during the second quarter of FY 2023-24 and full ramp‑up is in progress. Fertiliser plant of 5.1 lakh MTPA in Chanderiya work is under progress and the project is targeted to be completed by the second quarter of FY 2025-26. Company has also received requisite regulatory approvals for Bamnia Kalan Mines and is in the process of finalising the business partner to start the site activities. For next phase of expansion of mines and smelters, preliminary studies are under progress and proposals will be finalised by the first quarter of FY 2024-25. 170 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 171 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 ZINC INTERNATIONAL The year in brief During FY 2023-24, Zinc International recorded annual production of 208 kt. The significant decline in production for the year was mainly due to ore availability challenges, significantly lower throughput, and lower zinc and lead grades at both units. Black Mountain production for FY 2023-24 stands at 61 kt down by 6% Y-O-Y, due to lower zinc and lead head grades partly offset by higher tonnes treated and better recoveries. Gamsberg production for FY 2023-24 is down 29% Y-O-Y due to lower mining volumes driven by West pit geotechnical issue and lower grades. Skorpion Zinc has been under Care and Maintenance since start of May 2020, following cessation of mining activities due to geotechnical instabilities in the open pit. Activities to restart the mine are still in progress. MIC production 208 kt ESG Update Occupational health and safety At Vedanta Zinc International (VZI), we prioritise the health and safety of our employees and stakeholders, and we remain committed to timely and transparent communication with all parties involved. Airborne particulate management remains a key focus in reducing lead and silica dust exposures of employees (Exposure Reduction to Carcinogenic). Zero new HIV and any other Occupational Related Diseases for the year. VZI had 8 blood lead withdrawals for FY 2023-24 (a reduction from 17 in the previous year), against more stringent limits than required by law. We have strengthened our Employee Wellness Programme through weekly training and empowerment sessions presented by our Wellness Coordinator at our training centres as well as focussing on the increased participation of employees and communities in VCT for Aids / HIV, blood donation and wellness. Upgrade of BMC Occupational Health & Primary Health Care facility is also underway to improve space and flow within the facility. VZI has also embarked on a real-time monitoring strategy and additional controls at source to reduce and eliminate exposures to both silica and lead. The VZI LTIFR for FY 2023-24 YTD regressed from 0.75 in FY 2022-23 to 1.26 in FY 2023-24. The TRIFR remained within the guidance of 3 per million-man hours worked in FY 2023-24 at 3.6. The regression in LTIFR was attributed to low energy types of injuries such as slipping and falling as well as manual handling of material. Short-term awareness campaigns such as “Season of Exceptional Care” were implemented to ensure that employees remain focussed whilst at work and return home to their families safe and healthy every day. Environment VZI has secured Portion 1 of the farm Wortel 42 as the fifth Biodiversity Offset Property and has presented the property to the Department of Agriculture, Environmental Affairs, Rural Development and Land Reform (DAERDLR) for declaration as part of the Gamsberg Nature Reserve (Protected Area under the National Environmental Management Protected Areas Act, 2003 (Act No.57 of 2003). Once declared, the property will be transferred to the Department of Public Works. This is a requirement of Clause 6 of the Biodiversity Offset Agreement (BOA). During the reporting period, Gamsberg successfully renewed the Salvage yard waste licence that expired on 31 December 2023 and will be valid for the next 10 years. Gamsberg and Black Mountain Mine further maintained its ISO 14001:2015 certification. The Project offices achieved a Green Building Certification. Production performance Production FY 2023-24 FY 2022-23 % Change Total production (kt) 208 273 (24%) Production – mined metal (kt) BMM 61 65 (6%) Gamsberg 147 208 (29%) 172 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 173 Management Discussion and Analysis Integrated Report and Annual Accounts 2023-24 VEDANTA LIMITED Operations Total production for the year was 208 kt, down by 24% Y-O-Y. This was primarily due to lower tonnes treated and lower grades. At BMM, production for the year 61 kt, down by 6% Y-O-Y. This was mainly due to lower lead grades (2.6% vs 3.0%) and lower zinc grades (1.6% vs 1.8%) offset by 0.1MT higher throughput (1.8 mt vs 1.7 mt), higher zinc recoveries (78.3% vs 71.9%) and higher lead recoveries (85.4% vs 82.8%). At Gamsberg, production for the year was at 147 kt, down by 29% Y-O-Y. The low production at Gamsberg is attributable to mining underperformance resulting in lower ore availability, and lower zinc grades (5.6% vs 6.5%). At Skorpion Zinc engagement with technical experts to explore opportunities of safely extracting the remaining ore is ongoing. The business is currently evaluating options to restart mining. Unit costs Production FY 2023-24 FY 2022-23 % Change Overall Zinc COP including TcRc (US$/t) 1,488 1,577 (6%) Overall Zinc COP including TcRc for the year was US$ 1,488 per tonne, down by 6% This was mainly driven by lower mining and other costs, lower treatment and refining charges, higher production of copper, local currency depreciation against the US$ partially offset by lower production. Projects Refinery Conversion The Skorpion Refinery Conversion project was at Ready- to-order stage, post completion of FEED, feasibility study, tendering activities, techno-commercial adjudication, contract finalisation, and now currently on hold pending finalisation of power tariff. The application for environmental clearance renewal certificate for the refinery conversion project has been submitted and waiting for approval. Confirmation on agreed power tariff is awaited to take the final decision and start the project execution on ground. Gamsberg Phase 2 Gamsberg Phase 2 project includes the mining expansion from 4 MTPA to 8 MTPA and Construction of New Concentrator plant of 4 MTPA, taking the total capacity to 8 MTPA ore. Owner’s Engineering consultant has been appointed for conducting pre-feasibility studies, executing the basic engineering design, detailed engineering review, quality assurance and site construction management. All activities related to tendering, techno-commercial adjudication, contract finalisation have been completed. All Major Long-Lead Free Issue Materials {Ball and Strategic Priorities and Outlook Zinc International continues to remain focussed to improve its Y-O-Y production by sweating its current assets beyond its design capacity, debottlenecking the existing capacity, and adding capacity through Growth Projects. Our immediate priority is to ramp‑up the performance of Gamsberg mining operations and simultaneously complete Gamsberg Phase 2 project to add another 190 kt to the total production of VZI. Likewise, BMM continues to deliver stable production performance and focus is to debottleneck its ore volumes from 1.7 mt to 2.0 mt. Skorpion is expected to remain in Care and Maintenance while management is assessing feasible and safe mining methods to extract ore from Pit 112. Zinc International continues to drive cost reduction programme to place Gamsberg operations on 1st Quartile of global cost curve with COP< US$ 1,200 per tonne. Core Growth strategic priorities include the following: Ramp‑up of Gamsberg Phase 1 Mining up to 9 million tonnes per month to ensure adequate ore availability for the plant Completion of construction activities of Gamsberg Phase 2 project in the first half of FY 2024-25 Continue to improvise Business case of Skorpion Refinery Conversion Project and Gamsberg Smelter Project through Government support, Capex and Opex reduction Magnetite project (waste to value) reinitiated with target completion by the first half of FY 2024-25 Sag Mill (CITIC), Crusher, Floatation, Filter Presses and Thickeners Package (MO)} Orders placed. Major FIM supplies such as Thickeners, Mills, Transformers have been delivered to Project Site. Project is targeted to be completed by H1 FY 2024-25 The status on the project is as follows: Overall progress is at 52.6% Engineering and procurement are 99.6% and 94% completed respectively Construction progress is at 27% Black Mountain Iron Ore project This is a project to recover iron ore (magnetite) from the BMM fresh tailings. Detailed engineering and procurement have been completed and construction progress is at 76%. The project was on hold due to EPC Business partner (LeadEPC) going into Business Rescue (BR). LeadEPC came out of BR in the third quarter of FY 2023- 24. Team started mobilisation in February 2023-24, and have planned to complete the project by the second quarter of FY 2024-25. All the environmental approvals are in place to process fresh tailings and extract Iron Ore. Financial performance (` crore, unless stated) Production FY 2023-24 FY 2022-23 % Change Revenue 3,556 5,209 (32%) EBITDA 693 1,934 (64%) EBITDA margin 19% 37% Revenue for the year was ` 3,556 crore, down by 32%, mainly due to significantly lower production volumes, and lower LME prices offset by lower treatment charges. EBITDA for the year was ` 693 crore, down by 64% mainly due to lower production volumes, and lower LME prices partly offset by impact of exchange rate movement on cost, lower mining cost and lower treatment charges. Exploration 1% increase in resources from 27.21 mt to 27.61 mt metal and 1% reduction in reserve metal tonnes from 7.66 mt to 7.20 mt Total R&R for VZI increased from 658 mt to 662 mt of ore, while metal decreased from 34.86 mt to 34.80 mt (0.2% decrease in total metal) Reduction reserve largely attributed mining depletions and the slight increase in resources due to addition of metal tonnes at Broken Hill which was offset by an increase in mining costs which impacted the cut‑offs used 174 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 175 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 OIL AND GAS The year in brief During FY 2023-24, Oil and Gas business delivered gross operated production of 128 Kboepd, down by 11% Y-O-Y, primarily driven by natural reservoir decline at the MBA fields. The decline was partially offset by addition of volumes through new infill wells brought online in Mangala, Aishwariya, Bhagyam and Raageshwari Deep Gas fields. OALP assets were supported by ramp‑up of volumes from Jaya discovery. Average gross operated production 128 Kboepd ESG Update Occupational health and safety There were two lost time injuries (LTIs) in FY 2023-24. Frequency rate stood at 0.06 per million-man hours (FY 2022-23: 0.03 per million-man hours). Our focus remains on strengthening our safety philosophy and management systems. We were recognised with awards conferred by external bodies: RJ North SBU recognised with British Safety Council International Safety Award (ISA), UK 2023 RJ North SBU awarded with ‘Royal Society for Prevention of Accidents’ Gold award for Health and Safety Management 2023 Cairn received ‘Sustainable Corporate of the Year Award 2023’ by Frost and Sullivan, TERI under Sustainability 4.0 Award Platinum award under mining sector at 10th FICCI Awards for Excellence in Safety Systems 2023 and RJ North SBU received 2nd CII award for ‘Best Practices in Waste Management’ in Northern Region, CII National award for ‘Excellence in Water Management’ 2023 Golden Peacock Award 2023' for Excellence in Health and Safety for RJ South SBU Cairn Oil and Gas has taken various initiatives: Implemented uniform HSE Governance structure and critical risk management system for fatal risks Process Safety management gap assessment exercise across assets Digital initiatives include Artificial Intelligence- based safety surveillance, an Occupational Health MIS portal, a Digital Tanker inspection system, an E-dispensation management system, an E-HSE legal permit monitoring system, and a Static discharge palm plate Highlights for FY 2023-24 as follows: Suvali Site has been certified as ‘Net Water Positive Certification’ (NWPI) by TUV SUD with NPWI index of 1.14 Constructed 69 community-based rainwater harvesting structure in Barmer having RWH potential of 0.78 million KL annually Re-use of boiler blow down water for injector at MPT of 35,000 KL annually Environment Our Oil and Gas business is committed to protect the environment, minimise resource consumption and drive towards our goal of ‘zero harm, zero waste, zero discharge’. 176 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 177 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Production performance Particulars Unit FY 2023-24 FY 2022-23 % change Gross operated production Kboepd 127.5 142.6 -11% Rajasthan Kboepd 106.5 119.9 -11% Ravva Kboepd 10.8 11.8 -8% Cambay Kboepd 8.9 10.8 -17% OALP Kboepd 1.4 0.1 - Oil Kboepd 104.0 118.6 -12% Gas Mmscfd 141 144 -2% Net production – working interest* Kboepd 82.5 91.5 -10% Oil Kboepd 66.8 76.1 -12% Gas Mmscfd 94 92 2% Gross operated production Mmboe 46.7 52.1 -10% Net production – working interest Mmboe 30.2 33.4 -10% * Includes net production of 556 boepd in FY 2023-24 and 450 boepd in FY 2022-23 from KG-ONN block, which is operated by ONGC. Cairn holds a 49% stake. Operations Average gross operated production across our assets was 11% lower Y-O-Y at 127.5 Kboepd. The Company’s production from the Rajasthan block was 106.5 Kboepd, 11% lower Y-O-Y and from the offshore assets, was at 19.7 Kboepd, 13% lower Y-O-Y. The natural decline has been partially offset by infill wells brought online across all assets. Block-wise production details as follows: Rajasthan block Gross production from the Rajasthan block averaged 106.5 Kboepd, 11% lower Y-O-Y. The natural decline in the MBA fields has been partially offset by infill wells brought online in Mangala, Aishwariya, Bhagyam, ABH and RDG fields. Gas production from Raageshwari Deep Gas (RDG) averaged 140 million standard cubic feet per day (mmscfd) in FY 2023‑24, with gas sales, post captive consumption, at 116 mmscfd. The appeal against the Division Bench order (additional 10% profit sharing from 2020 onwards) was filed by us before the Supreme Court in June 2021. The matter was part heard on 16 February 2023 and mentioned by the Company several times for early listing. We await the next date of hearing. The Government of India (GoI), acting through the Directorate General of Hydrocarbons (DGH), had raised demand up to 14 May 2020 for Government’s additional share of Profit oil based on its computation of disallowance of cost incurred over retrospective re-allocation of certain common costs between Development Areas (DAs) of Rajasthan Block and certain other matters aggregating to US$ 1,162 million applicable interest thereon representing share of Vedanta Limited and its subsidiary. We had disputed the aforesaid demand and invoked arbitration as per the provisions of the Production Sharing Contract. The Company had received the Final Partial Award dated 22 August 2023 from the Arbitration Tribunal ('the Tribunal') as amended by orders dated 15 November 2023 and 08 December 2023 ("the Award"), dismissing the Government’s contention of the additional Profit Petroleum in relation to allocation of common development costs across Development Areas and certain other matters in accordance with terms of the Production Sharing Contract for Rajasthan Block, while disallowing some matters. Further, Tribunal has decided that the Company is allowed to claim cost recovery of exploration cost for the purpose of computation of Profit Oil. Pursuant to the award, the Company has recognised a benefit of US$ 578 million in revenue from operations. The Gol had sought an additional award or interpretation/ clarification on certain matters decided by the Tribunal under the Indian Arbitration and Conciliation Act, 1996 ("the Act") ("Gol Applications"), The Tribunal vide its orders dated 15 November 2023 and 08 December 2023 has dismissed Gol Applications, in favour of the Company. GoI had filed interim relief application on 03 February 2024 seeking stay on further recovery by Company and return of amounts already recovered. The matter was heard on 26 March 2024 and we await order of Tribunal’s order in this regard. GoI on 07 March 2024 filed application before Delhi High Court challenging the Final Partial Award and matter was heard on 14 March 2024. No stay was granted and the petition was not admitted. The next date of hearing is 22 April 2024. The Company is of the view that there is no merit in the challenge filed by GoI, as the Court cannot re-appreciate the evidence in Section 34 appeal. The interpretation by the Tribunal is plausible and therefore no challenge is merited. The Group has adjusted the liability as on 31 March 2024 of US$ 233 million against the aforesaid benefits recognised per the Arbitration award. Ravva block The Ravva block produced at an average rate of 10.8 Kboepd, lower by 8% Y-O-Y, owing to natural field decline. Cambay block The Cambay block produced at an average rate of 8.9 Kboepd, lower by 17% Y-O-Y, owing to natural field decline. Prices Production FY 2023-24 FY 2022-23 % Change Average Brent prices –US$/barrel 83.1 96.2 (14%) Crude oil price averaged US$ 83.1 per barrel in FY 2023-24 representing decrease from US$ 96.2 per barrel. The decline is largely attributed to ongoing geopolitical risk, concerns about demand in major economies like the US and China, monetary tightening by major banks and expectations of global oil production surpassing consumption in 2024. Previous period was influenced by Russia-Ukraine war which resulted in rally in prices. Early in the year, prices fluctuated due to supply and demand factors. On the supply side, limited availability due to increase in U.S. crude and gasoline inventories, concerns about production cuts, sanctions on Russia contributed to volatility. Additionally, demand was influenced by structural uncertainties, such as looming possibility of U.S. debt default potential and a slowdown in China’s economy. However, in September and October optimism emerged as expectations grew that central banks were approaching the end of their tightening cycles. Additionally, the decline of US Dollar and anticipated economic stimulus in China added to the positive sentiments. Firm demand for crude in the spot market, rising global refinery intakes, stronger refining margins and a large draw in US crude stocks boosted the prices. Despite these developments, the oil market remains shrouded in uncertainty and susceptible to ongoing fluctuations due geopolitical risk surrounding the Middle East and Russia, disruptions in maritime trade flows, persistent worries about the demand outlook in the US and China, compounded by global petroleum reserves and unexpected supply disruptions in several regions. Biodiversity/wildlife conservation initiatives Plantation work completed in 400 hectares with 2 lakh saplings in Barmer district. 60 hectares mangroves planted for carbon offset and biodiversity in Surat Coastal area, over 13 hectares in Ravva terminal and MoU signed with Government of Gujarat for plantation of mangroves on 130 hectares in the coast of Surat ~0.27 mn saplings sourced from Rajasthan State Forest Department and distributed to Border Security Force (BSF), Army and local farmers Planted 5,000 saplings in Bhogat terminal along with Gujarat Forest Department. Reduction in GHG emission Received certification of Energy Management System (ISO 50001:2018) for Ravva and Suvali Flare Gas utilisation from KW-02 through gas cascading and bottling. (Annual GHG reduction potential ~6,000 tonnes of CO2e/annum) Commissioned motor-driven power fluid pump at MPT to replace the stream-driven pump. (Annual GHG reduction potential of ~86,000 tonnes of CO2e/annum) Solar rooftop installed on 16 AGIs (above ground installations) for pipeline operations (Annual GHG reduction potential of 300 tonnes of CO2e/annum) Installation of 126 KWP at Raag Gas WPs (Annual GHG reduction potential of ~157 tonnes of CO2e/ annum) Commissioned 40 KWP Solar Plant at Cambay asset (Annual GHG reduction potential of ~30 tonnes of CO2e/annum) Introduced 15 new Electric Vehicles at RJ and 2 in Ravva for internal commuting Hydrocarbon recovery through the processing of skimmed oil amounted to approximately 43,253 barrels Suvali has been certified by TUV SUD towards ‘Zero Waste to Landfill’ 178 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 179 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Growth Projects Development The Oil and Gas business has a robust portfolio of infill development and enhanced oil recovery projects to add volumes in the near term and manage natural field decline. Some of key projects are: Infill Projects Mangala Based on the success of the infill drilling campaigns in Mangala field, opportunities to further accelerate production by drilling and hook up of 18 wells (15 producers and 3 injectors) in FM1 sands were identified. The project also entails conversion of 6 wells. As of 31 March 2024, 8 wells have been drilled, of which 6 wells are online. Bhagyam To accelerate production and augment reserves from Bhagyam field, infill drilling opportunities in FB1 and FB3 layers were identified. The project entails drilling of 9 infill wells in FB3 layers and three horizontal wells in the bio-degraded zone. As of 31 March 2024, project is completed, and all wells are online. Aishwarya Based on the success of the polymer injection in Lower Fatehgarh (LF) sands of Aishwarya field, additional production opportunities were identified in Upper Fatehgarh (UF) sands. The project entails drilling of 25 infill wells in Upper Fatehgarh (UF) sands and conversion of 7 existing wells to UF polymer injectors. As of 31 March 2024, 24 wells have been drilled, of which 21 wells are online. Tight Oil (ABH) Aishwarya Barmer hill infill drilling programme established confidence in reservoir understanding of ABH. Based on its success, drilling of 14 additional wells were conceptualised. As of 31 March 2024, 8 wells have been drilled of which all are online. The projects work on surface facilities are currently in progress. Tight Gas (RDG) In order to realise the full potential of the gas reservoir, an infill drilling campaign of 25 wells was executed. Project has been completed during second quarter of fiscal year 2024 and all wells are online. To augment reserves and manage natural decline, we commenced additional 8 infill wells drilling campaign during fiscal year 2024. As of 31 March 2024, 6 well has been drilled of which 3 wells are online. Satellite Fields In order to monetise the satellite fields, 14 wells development campaign for 3 satellite fields (GSV, Tukaram, Raag Oil) was conceptualised. Drilling was completed during FY 2022-23 of which 9 wells are online as on date. Exploration and Appraisal Under the Open Acreage Licensing Policy (OALP), revenue- sharing contracts have been signed for 51 blocks located primarily in established basins, including some optimally close to existing infrastructure, of which 5 onshore blocks in the KG region have been relinquished. During FY 2023-24, we drilled eight exploration/appraisal wells [4 wells in Cambay Onshore (YME-1 Jaya Appraisal and Jaya SW1, Jaya SW1-ST, and Jaya SW-3), 1 well in Western Offshore (Dwarka 1) and 3 wells in Rajasthan (Durga Lateral 1, and Durga Lateral 2 and Western Margin GH-1A)]. Through exploration and appraisal successes encountered in Cambay Onshore (Jaya) wells, we have got approval for Field Development Plan (FDP) to produce >3,000 boepd. This will be the first FDP in OALP regime, among 144 blocks awarded under 8 OALP rounds by the Government to various companies. Seismic Acquisition activities are ongoing in the North‑East and Cambay region. Strategic Priorities and Outlook Vedanta’s Oil and Gas business has a robust portfolio mix comprising exploration prospects spread across basins in India, development projects in the prolific producing blocks and stable operations which generate robust cash flows. The key priority ahead is to deliver our commitments from our world-class resources with ‘zero harm, zero waste and zero discharge': Infill projects across producing fields to add volume in near term Define up to >20 potential new development projects to bring these Resources into production Unlock the potential of the exploration portfolio comprising of OALP and PSC blocks Continue to operate at a low cost-base and generate free cash flow post-capex Need Image Financial performance (` crore, unless stated) Production FY 2023-24 FY 2022-23 % Change Revenue 17,837 15,038 19% EBITDA 9,777 7,782 26% EBITDA margin 55% 52% - Revenue for the year was ` 17,837 crore (after profit petroleum and royalty sharing with the Government of India), up 19% Y-O-Y, as a result of favourable order received in GoI Arbitration partially offset by fall in oil prices. EBITDA for FY 2023-24 was at ` 9,777 crore, up by 26% Y-O-Y in line with the higher revenues. The Rajasthan operating cost for the year was US$ 14.5 per barrel compared to US$ 14.2 per barrel in previous year, primarily driven by lower production and increased well interventions to manage natural field decline. 180 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 181 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 ALUMINIUM The year in brief With our continued focus on operational excellence, improving asset reliability across units and efficiency in procurement, we have achieved highest ever annual cast metal production of 2.37 million tonnes in FY 2023‑24, up 3% Y-O-Y, and achieved hot metal cost of US$ 1796/T, 23% lower Y-O-Y. We also produced 1.81 mt of calcined alumina, up 1% Y-O-Y. In addition, as the first milestone in our transformational capex programme, we produced the first alumina from Train 1 of the Lanjigarh refinery expansion project, as a step towards becoming a fully vertically integrated Aluminium producer. Highest-ever aluminium production 2,370 kt ESG Update Occupational health and safety We report with deep regret one fatality of business partner employees during the reporting period at Jharsuguda site. We have thoroughly investigated all the incidents and the lessons learned were shared across all our businesses to prevent such incidents in future. This year, we experienced a total of 33 Lost Time Injuries (LTIs) resulting in an LTIFR of 0.41 at our operations. To advance the goal of Zero Harm in Safety, all our units undertook a comprehensive programme of safety measures to improve workplace conditions in terms of site infrastructure, safety systems and safety culture. Noteworthy infrastructural improvements include safer access pathways for pedestrians to isolate them from vehicles across the sites. Safety systems like introduction of Driver Management Centre, monitoring of vehicle design and condition, and safe driving parameters through smart cameras, speed detectors and GPS-enabled Vehicle Tracking Systems. External third-party training has been provided to 4,000 workers in hazardous process training. Further, we have developed the Enablon portal for timely identification and reporting of safety hazards and rectification of the same. All sites are committed to ‘Refuse Work if it is Unsafe to Execute’ and empowered all site personnel to reject any activity that posed a possible safety concern. For Occupational Health, our units celebrate Sankalp Day every month with different themes. Various health awareness campaigns have also been conducted, such as the "Beat the Heat" campaign during summers, Pinkathon for breast cancer awareness, non-invasive anaemia detection camps, mass diabetic screening camps, and neglected tropical disease campaigns. Additionally, three mandatory trainings (Occupational Health and Industrial Hygiene, Ergonomics, and CPR) are provided each month. Environment During the reporting period, Jharsuguda recycled 17% of their water used, while BALCO and Lanjigarh recycled 13% and 50% respectively. Our specific water consumption at Jharsuguda was 0.20 m3/t, BALCO was 0.53 m3/t and Lanjigarh specific water consumption was 2.09 m3/t. In line with Vedanta’s de-carbonisation plan, we have undertaken trials at Lanjigarh to co-fire biomass in the boiler, with all defined safety measures, to reduce GHG emissions of the power plant. Furthermore, Jharsuguda has deployed 27 Electric forklifts while BALCO and Lanjigarh have deployed 6 and 3 forklifts respectively, we have planned to shift to 100% EV light motor vehicles by FY 2029-30. Under our Green product initiative, this year we produced 44 kt of Green Aluminium under the Restora brand name with an immediate potential to produce up to 100 KTPA. Further, our Restora Ultra brand, produced from Aluminium dross generated from the operations, has one of the lowest carbon footprints available on the market today. In FY 2023-24, we reduced our GHG emission intensity by 2% compared to the FY 2022-23 baseline. We have purchased 1,013 MU of Green Power and co-fired 13,811 tonnes of Biomass. Management of hazardous waste such as spent pot lining (SPL), aluminium dross, and high-volume low-toxicity waste such as fly ash and red mud are material waste management issues facing the aluminium industry. During the reporting period, our operations have utilised 103% of Ash and 98% of Dross. 182 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 183 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Vedanta Aluminium has entered into a long-term partnership with Dalmia Cements for gainful utilisation of industrial by-products such as fly-ash and SPL waste to manufacture ‘green’ cement. This partnership demonstrates our commitment to promote the circular economy and create ‘wealth from waste’. BALCO is engaged in back filling of fly ash into coal mines which further supports our efforts for sustainable management of ash from our operations and achieve our ‘Zero Waste to Landfill’ objective. Our R&D team, in collaboration with IIT Kharagpur, has developed and patented a new technology for pre-processing of bauxite prior to introduction to the Beyer circuit, which will reduce red mud generation by about 30%. This will also further enhance alumina recovery and broaden range of acceptable bauxite specifications. Production performance Particulars FY 2023-24 FY 2022-23 % change Calcined Alumina Production (kt) Alumina – Lanjigarh 1,813 1,793 1% Cast Aluminium Production (kt) 2,370 2,291 3% Jharsuguda 1,784 1,721 4% BALCO 586 570 3% Alumina refinery: Lanjigarh At Lanjigarh, calcined alumina production stands at 1.81 million tonnes, up 1% Y-O-Y. Aluminium smelters Achieved highest ever cast metal production of 2.37 million tonnes in FY 2023-24, up 3% Y-O-Y, primarily due to improved operational efficiency. Coal Security We continue to focus on the long-term security of coal supply to our thermal power plants at competitive prices. We have plans in place to operationalise our captive coal blocks of Radhikapur (West) (6 MTPA) and Kuraloi (A) North (8 MTPA) in FY 2024-25 and Ghogharpalli (20 mt) in FY 2025-26. The Barra coal block is currently under exploration. These captive mines along with 16.7 million tonnes of long-term linkage will ensure 100% coal security for our Aluminium business. We also intend to continue our participation in linkage coal auctions to secure additional coal at competitive rates. Prices Particulars FY 2023-24 FY 2022-23 % change Average LME cash settlement prices (US$ per tonne) 2,200 2,481 (11%) In FY 2023-24, the aluminium market continued the downward trend experienced in the fourth quarter of FY 2022-23 with LME prices falling steadily to US$ 2,100/ tonne at the end of June 2023. The market was significantly impacted by volatility in macroeconomic environment during the reporting period amidst the ongoing Russia-Ukraine war, European energy crisis, and high inflation in the key markets. Prices remained range‑bound at these levels through until late in the calendar year where concerns about potential sanctions on Russian metal caused a short-lived spike in prices, before returning to US$ 2,200/tonne at the close. Total global aluminium demand is expected to increase at a CAGR of ~3% for the rest of this decade. Higher growth rate is driven by the decarbonisation transition in transportation, deployment of renewable power generation, infrastructure development and growth in recyclable packaging. Specifically, aluminium consumption from the renewable energy and electric vehicle sectors is expected to increase to 16 million tonnes by CY 2030. The transportation sector should support modest growth in domestic consumption, while the building & construction sector will continue a downtrend trend. For the Rest of World, CY 2024 is expected to witness modest demand improvements as inflation rates start to decline and monetary authorities around the world can start to reduce interest rates. Indian domestic aluminium demand will remain very robust driven by key consuming segments like electronics and appliances as well as anticipated boom in renewable, defence, and aerospace sectors. Strategic Priorities and Outlook Our strategic priorities remain increasing production volume of aluminium reducing and delinking production cost from external volatility through achieving full backwards vertical integration maximising share of value-added products (VAP) in our mix Aluminium Volume: BALCO is poised to add smelter capacity of 0.4 MTPA (to achieve 1 MTPA total capacity) with first metal planned by end of third quarter of FY 2024-25. Efforts continue towards achieving higher operational performance along with increased volume delivery through debottlenecking and planning for future growth projects. Backwards Vertical Integration: The Lanjigarh expansion activities are in full swing, and we achieved our first alumina production from Train-1 in March 2024 and efforts are in place to get first alumina production from Train-2 by end of second quarter of FY 2024-25. Activities are underway to finalise approvals, acquire land, and instal necessary processing and logistics infrastructure at Sijimali Bauxite Mines to enable us to secure first production by second quarter of FY 2024-25. The future ramp‑up will be instrumental in enabling us to meet the requirement for 5 MTPA refinery operations from captive domestic sources. Operationalisation of our captive coal mines in the short to medium-term and improved linkage materialisation will ease our dependence on relatively higher‑cost spot market coal. Increased VAP Jharsuguda and BALCO are currently expanding their VAP capacity from 1.1 MTPA to 1.6 MTPA and 0.4 MTPA to 1.0 MTPA respectively to secure enhanced product margins. Other business priorities include: Sustainability: Safety and well-being of all our stakeholders, reduction of our carbon footprint and increased production of Low Carbon Green Aluminium (Restora, Restora Ultra), increased Diversity of our Workforce, and promoting the Circular Economy. Operational Excellence: Continual improvement in operational parameters. Asset Optimisation: Achieving >100% capacity utilisation of assets through implementation of our structured reliability and asset management programme. Quality: Zero product defects and customer complaints. Product Portfolio: Improve VAP portfolio with focus on anticipating and meeting the needs of sophisticated customers to enable better price realisation. Unit costs (US$ per tonne) Particulars FY 2023-24 FY 2022-23 % change Alumina cost - Lanjigarh 325 364 (11%) Aluminium COP 1,796 2,324 (23%) Jharsuguda COP 1,761 2,291 (23%) BALCO COP 1,904 2,424 (21%) Cost of production (COP) of alumina for the year was US$ 325 per tonne, down 11% Y-O-Y, majorly driven by softening of caustic soda and coal prices. Cost of production (COP) of hot metal was US$ 1,796 per tonne down 23% Y-O-Y, primarily on account of improvement in asset reliability and reduction in coal and CP coke prices. Financial performance (` crore, unless stated) Particulars FY 2023-24 FY 2022-23 % change Revenue 48,371 52,662 (8%) EBITDA 9,657 5,775 67% EBITDA margin 20% 11% Revenue for the year was ` 48,371 crore, down by 8%, due to slip in LME prices partially offset by increase in volume. EBITDA for the year was ` 9,657 crore, up by 67% to majorly driven by softening of input commodity prices along with the improved operational performance partly offset by lower LME prices. 184 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 185 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 POWER The year in brief Vedanta Power is on the brink of significant expansion and operation of two new thermal power projects—Meenakshi (1,000 MW) in Andhra Pradesh and Athena (1,200 MW) in Chhattisgarh. These ventures are slated to commence operations in FY 2024-25 and FY 2025- 26 respectively. This expansion will bolster Vedanta Power's total capacity to 4,780 MW, encompassing its existing operational plants- Talwandi Sabo Private Limited (1,980 MW) in Punjab and Jharsuguda IPP (600 MW) in Odisha. This strategic initiative not only amplifies Vedanta Power's operational capabilities but also positions the Company for sustained growth. The integration of these capacities is expected to contribute to stable and substantial cash flows, ensuring a robust balance sheet and sustained margin stability for the business. In FY 2023-24, TSPL’s (Talwandi Sabo Power Limited) plant availability was 82% and Plant Load Factor (PLF) was 64%. Overall power sales 13,443 million units ESG Update Occupational health and safety In line with group philosophy, TSPL is also a part of “VIHAN- Every Step Safe Step” which is a unique safety initiative which focusses on developing Infra-matrix for each type of critical risk. In FY 2023-24, TSPL focussed on Category 5 Safety Incident elimination through Critical Risk Management, Catastrophic Risk Management, Horizontal Deployment of Safety Alert Learnings,, Vedanta Safety Standard Implementation and Engineering / Controls such as Hand Injury Prevention and Green hand policies. We continue to strengthen ‘Visible Felt Leadership’ through on-ground presence of senior management, improvement in reporting across all risk and verification of on-ground critical controls. We also continue to build safety capability building assisting infrastructure and procedure development for fire-man endurance test, lifting tools and Tackles testing bench, apart from regular development through expansion of Bulker parking, finalisation of road map for ITMS etc. Environment TSPL focusses on environment protection measures such as maintaining green cover of over 800 acres, continue the expansion of green cover inside plant premises and nearby communities. TSPL ensures availability of environment protection system such as ESP, Fabric Filters, water treatment plant and RO Plant. In Tailing Dam Management, TSPL has implemented all the recommendations of M/s Golder associates for ash dyke. Additional GISTM Conformance Assessment of TSPL Ash Dyke Facility by ATC Williams, Australia and TATA Consultancy (TCE) as Engineer of Records (EOR) to ensure Ash Dyke stability to review dyke design, quality assurance during for ash dyke raising and quarterly audit of ash dyke facility. In FY 2023-24, TSPL achieved 100% Ash utilisation in Road Construction, in building sector for bricks, blocks, cements and low-lying area filling. TSPL has signed various MoUs with stakeholders to increase ash utilisation. TSPL has recycled 19% of the water used and reduced fresh water consumption by various operation controls. TSPL continues its focus on energy saving projects such as CEP VFD rpm reduction, condenser vacuum improvement, HP heaters performance improvement, APH basket and seal replacement, high energy drain valve replacement and rectification, replacement of conventional lighting fixtures with LED lighting fixtures. To stimulate efforts and reach towards new heights of sustainable business practices, TSPL continued with ESG transformation office. TSPL ESG Transformation Office was created which includes 13 communities of practice from each aspect of sustainability like Carbon, Water, Waste, Biodiversity, Supply chain, People, Communities (CSR), communication, Safety and Health, Acquisitions, Expansions and Finance. Each Community is led by a senior leader in the concerned department. Each community is driving sustainability initiatives in their community which is being reviewed by Senior management on regular basis through ESG-TO engagement. In FY 2023‑24, 124 new projects were identified, 53 initiatives were completed, and 71 improvement initiatives are in progress. 186 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 187 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 In FY 2023-24, TSPL has reduced Specific GHG emissions to 3% & has achieved a reduced Specific water consumption to 11%. In this year TSPL along with district administration has developed 3 Miyawaki forest covering 0.125 acres land in the district of Mansa. Production performance Production FY 2023-24 FY 2022-23 % Change Total Power 13,443 14,187 (5%) HZL wind power 394 395 - Jharsuguda 600MW 2,771 3,048 (9%) TSPL 10,278 10,744 (4%) TSPL – Availability 82% 82% Note: Malco continues to be under care and maintenance since 26 May 2017 due to low demand in Southern India. Operations Power sales for the year was 13,443 million units, down by 5% Y-O-Y. Power sales at TSPL were 10,278 million units with 82% availability in FY 2023-24. At TSPL, the Power Purchase Agreement with the Punjab State Electricity Board compensates us based on the availability of the plant. At Jharsuguda, the 600 MW power plant operated at a lower plant load factor (PLF) of 58% in FY 2023-24 due to temporary ash evacuation constraints. Unit sales and costs Production FY 2023-24 FY 2022-23 % Change Jharsuguda sales realisation (`/kWh)1 2.66 2.75 (3%) Jharsuguda cost of production (`/kWh)1 2.77 2.50 11% TSPL sales realisation (`/kWh)2 4.10 4.50 (9%) TSPL cost of production (`/kWh)2 3.26 3.65 (11%) (1) Power generation excluding TSPL (2) TSPL sales realisation and cost of production is considered above, based on availability declared during the respective period Average power sale price for the year was ` 2.82 per kWh excluding TSPL, down by 4% and the average generation cost was ` 2.57 per kWh, up by 9%. TSPL’s average sales price was ` per 4.10 kWh, down by 9% at, and power generation cost was ` 3.26 per kWh, down by 11% Y-O-Y. Financial performance (` crore, unless stated) Particulars FY 2023-24 FY 2022-23 % change Revenue 6,153 6,724 (8%) EBITDA 971 913 6% EBITDA margin 16% 12% Note: Excluding one-offs Revenue for the year was ` 6,153 crore, down by 8%. EBITDA for the year was ` 971 crore, up by 6%. Strategic Priorities and Outlook During FY 2024-25, we will remain focussed on maintaining the plant availability of TSPL and achieving higher plant load factors at Jharsuguda IPPs. Our focus and priorities will be to: Resolve pending legal issues and recover aged power debtors Improve power plant operating parameters to deliver higher PLFs/ availability and reduce the non-coal cost Ensuring safe operations, energy and carbon management CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 189 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 188 IRON ORE The year in brief Sesa Goa is one of the largest private sector exporters of iron ore in India. During FY 2023-24, Operationalised Bicholim mine in Goa (3 MTPA capacity), marking the commencement of first mining operation in the region after six years. Also, WCL made its first shipment in freight friendly market earning a higher margin. In Coke business, Prime Hard coal consumption was reduced to 20% in FY 2023-24 from 35% in FY 2022-23 in overall coal blend. Highest ever saleable ore production at Karnataka 5.6 million tonnes ESG Update Occupational health and safety With our vision towards the aim of Zero Harm, we are committed to achieving zero fatal accident at Iron ore Business. Our Lost Time Injury Frequency Rate (“LTIFR") is 0.89 compared to 0.79 in previous year. Currently, we are focussing on bringing down the number of injuries by conducting a detailed review of critical risk controls through critical task audits, strengthening our work permit and isolation system through identification and closure of gaps, on-site audits, increasing awareness of both Company and business partner personnel by conducting trainings as per requirements considering the sustainability framework. We have strived to enhance the health and safety performance by digitalisation initiatives such as usage of non-contact type voltage detectors, underground cable detectors. We have also implemented AI cameras (T-Pulse system) for reporting of unsafe acts/conditions. Our prime focus is on elimination, substitution, and Engineering Controls to reduce workplace-related hazards. Vedanta has launched a HSE-based portal by name V‑Unified (Enablon) for reporting, collating, and analysing the HSE related data across the Business which has become a way of life since its inception during the Financial Year. At Sesa Goa, we have rolled out Critical Risk Management (CRM) modules to improve our safety culture and bringing down our injury rates. All the observations are being tracked, analysed, and rectified by preparing global action plans. We have achieved more than 95% actual verifications vs our planned verifications. We have implemented Monthly theme of the month campaigns for implementation of Vedanta Safety Standards at shop floor level and creating awareness among all the employees and business partners. In Health function, we have also launched SEVAMOB digital platform for digitisation of Employee Medical Records which help us in tracking and giving health-related trend analysis of employees. We have rolled out Safety Governance structure and Safety score card system for all SBUs of IOB. Through Safety Governance structure, senior line function leaders are driving safety management system for their SBUs. In order to achieve highest levels of safety at site, we have identified key personnel from operation and maintenance to serve as Grid Owners in addition to their current roles and responsibilities. Specialised safety trainings like defensive driving, work at height, confined space, crane lifts, etc. are provided to concerned employees based on their job role. Environment At Sesa Goa, we strive towards zero harm to environment. We work on the principle of Reduce, Recycle and Reuse across business. We harvest rainwater at all our operational sites and are water positive. We also adopt best practices in mine reclamation and Sanquelim mine reclamation is a testament to the same. We have planted 66,000+ native species plants across SBUs in this year. Value-Added Business also improved its air pollution control devices by replacing the old bag houses by new efficient baghouses. 190 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 191 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 At Iron ore Karnataka, continuing with its best practices, Company has constructed 38 check dams, 7 settling ponds. Additionally, Company has de-silted 2 nearby village ponds increasing their rainwater harvesting potential by 20,000 m3/ annum. To abide by our net zero target by 2050, Sesa Goa is the first Company to take the trial of EV wheel loaders in open cast mines at IOK and is determined to convert the existing fleet to EV. Vedanta SESA Goa has taken a step forward to promote sustainable transport by installing the first ever free EV fast charging station at Amona, VAB. This charging station will allow all the employees, business partners and people from the community to adopt sustainable transport. Vedanta Sesa Goa is actively advocating for the broader adoption of biodiesel, across its diverse business units. Awards and accolades ‘Vedanta - Value Added Business (VAB)’ for “Platinum Award” and ‘Pig Iron Division-I’ for “Gold Award” in “15th EXCEED Safety and Security Award 2023” in Occupational Health and Safety category under ‘Mining and Metallurgy Sector’ VAB recognised as most energy-efficient Designated Consumer (DC) for its commitment to energy conservation measures in the Iron and Steel sector in Goa and received “Award of Excellence” from State Designated agency, Electricity department, Goa VAB has won “Energy efficient unit award” in “24th National Award for Excellence in Energy Management 2023” IOK successfully hosted MEMC Week in FY 2023-24 and bagged 8 awards during the event Production performance Production FY 2023-24 FY 2022-23 % Change Production (mn dmt) Saleable ore 5.6 5.3 5% Goa 0.0 - - Karnataka 5.6 5.3 5% Pig iron (kt) 831 696 19% Sales (mn dmt) Iron ore 6.2 5.7 8% Goa 0.3 0.7 (64%) Karnataka 5.9 5.0 19% Pig iron (kt) 836 682 23% Operations At Karnataka, highest ever annual saleable production of 5.6 million tonnes in FY 2023-24, up by 5% Y-O-Y due to operational efficiency and process improvement. We recorded highest ever annual sales of 5.9 million tonnes in FY 2023-24, up by 19% Y-O-Y due to improvement in logistics efficiency, which in turn helped to liquidate the inventory level. We achieved highest ever annual production of pig iron of 831 kt in FY 2023-24, up by 19% Y-O-Y driven by improvement in process efficiency and FY 2022-23 production was impacted due to shut down in one of the smaller blast furnaces. Also, we achieved highest ever annual sales of 836 kt, up by 23% Y-O-Y driven by improvement in operational & logistics efficiency. At Goa, we bought iron ore in auctions held by Goa Government in FY 2023-24 which was then beneficiated. Around 0.3 million tonnes were exported and some ore were consumed to cater to requirement of our pig iron plant at Amona. For Bicholim mines, EC for 3 MTPA was granted in January 2024 and operations were seamlessly restarted in end of March 2024 within 15 months of its acquisition. Financial performance (` crore, unless stated) Particulars FY 2023-24 FY 2022-23 % change Revenue 9,069 6,503 39% EBITDA 1,676 988 70% EBITDA margin 18% 15% Revenue for the year was ` 9,069 crore, up by 39% Y-O-Y mainly due to higher volume at Karnataka and VAB. EBITDA for the year was ` 1,676 crore, up by 70% Y-O-Y majorly due to increase in sales at Karnataka and VAB and softening of coking coal prices. Strategic Priorities and Outlook Our near-term priorities comprise: IOK - 7.2 MTPA MPAP Removal from Karnataka. Dry and wet beneficiation plant commissioning IOG - Commencement of Mining operations at Cudnem mines in Goa WCL - Ramp‑up our operations and setting up magnetite concentrator plant, tailing processing unit and mini concentrator plant VAB – DIP project execution and debottlenecking projects completion Green Mining leveraging, digitalisation, and Renewable energy Ramp‑up of our operations in Coke business at Gujarat and Vazare, Maharashtra 192 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 193 STEEL The year in brief ESL Steel Limited or ESL is an integrated steel plant situated in Bokaro, Jharkhand, with a design hot metal capacity of 3.5 MTPA. Its current operating hot metal capacity is 1.5 MTPA with a diversified product portfolio of Wire Rod, Rebar, DI Pipe and Pig Iron which are sold across key sectors such as construction, infrastructure, transportation and energy. In line with debottlenecking and improved operational efficiency, ESL achieved highest ever hot metal production of 1.47 million tonnes up 8% Y-O-Y and highest ever saleable production of 1.4 million tonnes up 8% Y-O-Y. Highest-ever crude steel production 1.4 million tonnes Environment Waste and circular economy We have achieved 100% utilisation of High-Volume Low Toxic waste by re-using in cement plants, brick manufacturing and earth filling Climate change Started to use Dolachar at Sinter plant which has led to reduction in Coke Fines consumption and the same has resulted in reduction of more than 58,000 tCO2 emission About 40+ Energy-saving projects are completed in this year contributing significantly in carbon emission reduction as about 60,000 tCO2 Biodiversity/Plantation Greenbelt cover of 36.44% with 3,76,246 trees and maintaining a density of 2,923 trees/ha including Miyawaki afforestation of 2.66 acres with 53,000 saplings which is a first-of-its-kind initiative in Jharkhand Water management 275 KL/day sewage treatment plant has been commissioned which would reduce fresh water offtake by 275 KL/day. This would ensure saving of fresh water 90,000 KL/annum Reduced freshwater offtake from the reservoir by 1.5 Million m3 through the following water stewardship programme. This has resulted in achieving specific water consumption of 2.7 m3/tcs from 2.8 m3/tcs ESG Update Occupational health and safety Safety is a paramount focus for ESL, ingrained in every facet of our operations. We prioritise the well-being of our employees, business partners, and the communities we serve primarily. Through rigorous training programmes, stringent safety protocols, and continuous monitoring, we ensure that safety remains at the forefront of every task, from the shop floor to the boardroom. Our commitment to safety extends beyond compliance with regulations; it is a core value that guides our decision-making and shapes our culture. By fostering a safety-conscious environment, we not only protect lives and assets but also cultivate trust, loyalty, and long-term success. Few specific projects which have improved safety culture in our organisation: Leveraging Technology for enhancing safety deliverables such as V-Unified digital platform, digital and AI-based Camera surveillance, AI-based sleep detection cameras Infrastructural development with robust engineering controls such as interlocking of all 170+ conveyor guarding, vehicle parking infra facilities for LMV and HMV vehicles, SCADA system Identification of 60 Similar Exposure Group (SEG) based on the activities performed and the associated occupational health hazards Industrial Hygiene Study has been conducted based on the identified SEGs covering the entire plant operations to identify the red, amber and the green zones with the required engineering controls to mitigate the health risks 194 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 195 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 ESG We have a robust transformation office and governance structure including 12 Community of Practices which is spearheaded by CEO and senior leadership. Identified 97 projects under various COPs and 27 projects have been completed and 30 project are in final stage. Specific Energy and GHG Emissions: SEC has been reduced from 0.676 toe/tcs to 0.668 toe/tcs GHG emission intensity is reduced from 2.92 tCO2/tcs to 2.83 tCO2/tcs Various projects such as CML5 Motors optimisation, Caster exhaust fan automation, Commissioning of LT Capacitor banks, Thermal insulation work, VFD installation and other initiatives have led to power savings of 3,705 MWH annually Production performance Production FY 2023-24 FY 2022-23 % Change Production (kt) 1,386 1,285 8% Pig iron 203 192 6% Billet 30 26 15% TMT bar 505 463 9% Wire rod 436 407 7% Ductile iron pipes 212 196 8% Operations Production of saleable product for the year was 1,386 kt, up by 8% Y-O-Y in line with increased hot metal due to debottlenecking of blast furnace and operational efficiencies. Softening of costs in raw materials such as coking coal, coupled with various market dynamics, led to a decrease in the cost of sales while sales and market prices remained under pressure. In FY 2023-24, our captive mines at Barbil produced 5.4 million tonnes and dispatches were 5 million tonnes, ensuring iron ore raw material security. Our priority remains to enhance production of value- added products viz. Rebar, Wire Rod and DI Pipe and hence margins. Regarding renewal of Consent to Operate (CTO) for the steel plant at Bokaro, Ministry of Environment, Forests and Climate Change (MoEF&CC) has issued a letter to forest department of Jharkhand to submit the complete compliance of the condition for further consideration. State has submitted the Compliance Report vide letter dated 17 November 2023 citing the progress and requesting to reconsider the FC Stage I revocation. Further updated letter is expected from the State by MOEF&CC with respect to the status. For detailed information, please refer to ‘Note 3(c) Significant accounting estimates and judgements’ of the consolidated financial statements. Prices Production FY 2023-24 FY 2022-23 % Change Average steel price (US$ per tonne) 610 689 (11%) Average sales realisation for the year was US$ 610 down by 11% Y-O-Y. Prices of iron and steel are influenced by several macro-economic factors. These include global economic scenarios, wars, duties on iron and steel products, supply chain destocking, Government expenditure on infrastructure, the emphasis on developmental projects, demand-supply dynamics, the Purchasing Managers’ Index (PMI) in India and production and inventory levels across the globe especially China. Unit costs Production FY 2023-24 FY 2022-23 % Change Steel (US$ per tonne) 588 656 (10%) Cost for the year was US$ 588 per tonne, down by 10% Y-O-Y primarily on account of decrease in coking coal prices during the reporting period, and other operational efficiencies which is partly offset higher bid premium paid on captive iron ore mines dispatches. Financial performance (` crore, unless stated) Particulars FY 2023-24 FY 2022-23 % change Revenue 8,300 7,852 6% EBITDA 225 316 (29%) EBITDA margin 3% 4% - Revenue for the year was ` 8,300 crore, up by 6% Y-O-Y, primarily due to higher volume which is getting offset due to lower realisation. EBITDA was ` 225 crore, down by 29% Y-O-Y. Strategic Priorities and Outlook Steel demand is expected to be robust in India, buoyed by strong demand from key sectors (construction and housing, automobiles, power projects) and Government’s push to ramp‑up infrastructure spend in India. Hence, we prioritise to increase our hot metal production capacity from 1.7 MTPA to 3.5 MTPA by FY 2024-25 with a vision to become high-grade and low-cost steel producer with highest Environment, Health, and Safety standards. The focus areas comprise: Innovation in Technology for sustainable operations/production Development of low-cost Capex products (Alloy Steel Segments, Flat Products, new DI plant) to capture market share Optimise and significantly reduce logistics cost over time Obtain clean ‘Consent to Operate’ and environmental clearances Ensure zero harm and zero discharge, fostering a culture of 24x7 safety culture 196 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 197 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FERROCHROME The year in brief Ferro Alloys Corporation Limited or FACOR has a strong presence in the business of producing Ferro Alloys and owns a Ferro Chrome plant with capacity of 145 KTPA one operational Chrome mines and 100 MW of captive power plant. In FY 2023-24, Ferrochrome ore production was 240 kt which is down by 17% Y-O-Y on account of statutory clearances for Kalarangiatta Mine. Ferro Chrome production was 80 kt up 18% up Y-O-Y being highest ever production since acquisition. Record saleable production 80 kt Proximity sensors and Semi Fire Suppression System (SFSS) were installed at all Mines Dumpers and inhouse Machine Guarding work was done throughout all the Conveyors across all the units of mines We successfully eliminated a few critical jobs from line of fire by shifting the control levers of furnace charging, furnace door operations and furnace inspection by shifting the control levers and switches into the control room A safety training kiosk has been deployed inside the plant premises to provide standardised safety training to all stakeholders including drivers A lot of major initiatives and state-of-the-art technology implemented inside the mine premises in the areas of mine design, simulation, monitoring and data analysis. Live monitoring system have been implemented in slope monitoring, air quality monitoring and water quality monitoring. All the HEEMs are fully equipped with safety features suggested by the statutory body – Director General of Mines Safety (DGMS) ESG Update Occupational health and safety LTIFR for the year was 0.32 as compared to 0.13 in FY 2022-23. The total number of injuries reported in the year was significantly reduced by 35%. The reduction was driven by several safety awareness, investigation, and prevention initiatives. There has been greater management focus to bring a cultural change via felt leadership programmes, town halls and recognition for near-miss reporting Completion of Arc Flash assessment for all electrical panels at CCP and Power Plant AI-based Safety System “T-Pulse” which was already was installed in CCTV Cameras of 45 MVA Furnace was extended to 33 MVA Furnace at Charge Chrome Plant (CCP) to auto-detect Unsafe observations For Risk Management, EOT Cranes were provided with an Anti-Collison device and Audio-Visual Alarm 198 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 199 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Environment Public Hearing has been conducted successfully for Patabali COB Plant for the capacity of 495 KTPA and for Ostapal Chromite Mine for Expansion of Opencast to Underground Mines with Enhanced Capacity of 1.5 million tonnes Chromite ROM from current Capacity of 0.24 million tonnes Chromite ROM Production. Public hearing has been conducted successfully at Charge Chrome Plant for expansion of Ferro Alloys Plant for High Carbon Ferro Chrome production from 140 KTPA (1 x 45 MVA, 1 x 33 MVA) to 440 KTPA (1x45 MVA, 1 x 33 MVA and 2 x 75 MVA) and 11,800 tonnes from Metal Recovery Plant along with new installation of Raw Material Handling Facility and 700 KTPA Pallet and Sinter Plant Environmental Clearance for Capacity 495 KTPA was obtained for Patabali COB Plant ETP (Effluent Treatment Plant) Sludge from Mines disposed timely to OSPCB authorised vendor Plastic waste disposal to authorised OSPCB Vendor for Ostapal and Kalarangiatta Chromite Mines and carried out Plastic waste collection drive to make single-use plastic-free plant premises Installation of IOT flowmeter in the intake well of Salandi River for Power Plant and Installation of IOT Flowmeter in the ETP (Effluent Treatment Plant) inlets of both Ostapal and Kalarangiatta Chromite Mines Installation of fugitive dust control system in Ground Hopper of the new furnace Installation of 7 KVA solar under progress at mines Awards and Accolades HR Association of India Awards 2023 in Employee Engagement and Experience Award CEE Power-gen ESG and Sustainability Award for water stewardship FAME Award in “Environment Management” in Diamond category 5 Awards in the category of Systematic Development, Environment Monitoring, Mineral Beneficiation, Resettlement and Rehabilitation and Overall Performance at MEMC Week Final Day Celebration Strategic Priorities and Outlook Expansion of growth capex project of 300 KTPA Ferrochrome production Expansion of mines project of 1.5 MTPA Establishment of 600 KTPA concentrator plant Revival of Kalarangiatta and Kathpal mines 100 MW power generation and sale of additional power sale Production performance Production FY 2023-24 FY 2022-23 % Change Ore Production (kt) 240 290 (17%) Ferrochrome Production (kt) 80 67 18% Ferrochrome Sales (kt) 78 67 16% Power Generation (MU) 291 112 160% At Mining division, ROM production from Ostapal Mine achieved 100% of EC limit, i.e. 240 kt and EC for enhanced production of 1.5 million tonnes per annum is in pipeline, and for that public hearing has been conducted successfully in December 2023. Production at Kalarangiatta mine has been temporarily halted due to statutory clearance issue, but full fledged production will commence again in FY 2024-25. At Charge Chrome Plant (CCP), we recorded Ferrochrome metal volume of 80 kt in FY 2023-24. We have recorded highest ever monthly ferro chrome production of 8,907 mt in January 2024. We have reduced our specific ore consumption to 2.31 mt/mt against 2.40 mt/mt. Current year specific coke consumption is 560 Kg/mt against 591 Kg/mt last year. At Power Plant, we recorded annual Power Generation of 291 MU in FY 2023-24. Financial performance (` crore, unless stated) Particulars FY 2023-24 FY 2022-23 % change Revenue 809 768 5% EBITDA 115 149 (23%) EBITDA margin 14% 19% Revenue for the year was ` 809 crore, up by 5% Y-O-Y, primarily due to higher sales volume partially offset by lower realisation. EBITDA for the year was ` 115 crore, down by 23% mainly due to higher cost of production because of purchase of ore from external sources and statutory clearance pending for Kalarangiatta Mines. 200 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 201 COPPER – INDIA / AUSTRALIA The year in brief Silvassa operations continued to deliver 21% growth in sales volume on Y-O-Y basis and significant portion of which is catered to India’s domestic copper market. The copper smelter plant at Tuticorin was under shutdown for the whole of FY 2023-24. On 29 February 2024, the Supreme Court dismissed the Special Leave Petitions filed by the Company towards plant restart. The Company is evaluating legal remedies for sustainable restart of Tuticorin plant. Growth in sales volume 21% process has seen significant reduction of approx. 39,000+ tCO2e compared to primary sources. The Company has been constantly striving to achieve efficiency in terms of power consumption in process vis-à-vis – installation of IE4 motors phasing out lesser efficient motors. Emission reduction programmes in pipeline include implementation of E-Forklift and announcement of E-Vehicle Incentive programme for all eligible employees. First-of-its-kind Digital Initiative Copper business has launched "CuBert", the first AI chatbot in Base Metal Industry, to transform Customer Experience (CX) through digital innovation. CuBert enhances customer engagement with features like real-time order tracking, live LME & Forex rates, and access to booking details, quality certificates, ledger statements, and many more. By integrating real-time data and personalised interactions, CuBert has significantly improved user satisfaction and set a new industry standard in customer service. Production performance Production FY 2023-24 FY 2022-23 % Change Production (kt) India – cathode 141 148 (5%) Sales (kt) 198 164 21% Operations Copper production in Silvassa reduced by 5% to 141 kt owing to global copper blister shortage. However, sales have witnessed growth of 21% in terms of sales volume and realised highest sales after closure of the Tuticorin unit and improved operational efficiencies, debottlenecking and capability building initiatives carried across the plant, the year also marked remarkable growth in free cash flow. In the matter of restart of Tuticorin operations, the Supreme Court has dismissed Special Leave Petitions filed by the Company and refused to grant it permission to reopen ESG Update Occupational health and safety The lost time injury frequency rate (LTIFR) was 0.39 in FY 2023-24 (FY 2023-23: 2.77). This year witnessed adoption of new technologies to enhance the workplace safety. Artificial Intelligence based camera system were installed for continuous monitoring of the workplace to detect any unsafe acts/conditions in the critical work areas. Initiated projects such as Air-Cooled helmets for employees working in hot work areas and fatigue monitoring devices for forklift drivers. Critical Risk Management (CRM). The safe work culture was promoted by the safety leadership with constant interaction with business partners and other stakeholders through trainings, campaigns, leadership walkthrough programmes, stand downs, committee meetings and R&R programmes. The Silvassa copper operation was awarded with the British Safety Council – International Safety Award in the Merit Category as a testimony to our commitment of maintaining safe and healthy workplace. Environment Aligned with the Vedanta’s vision to reach net zero emissions by 2050, Sterlite Copper has signed contract with M/s Serentica Renewable Power Limited for the supply of 16 MW with a potential to offset 64,535 tCO2e per annum. Further, consumption of secondary copper in the 202 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 203 Management Discussion and Analysis Integrated Report and Annual Accounts 2023-24 VEDANTA LIMITED Tuticorin smelting operations. The Company is evaluating legal remedies for sustainable restart of Tuticorin plant. For detailed information, please refer to ‘Note 3(c) Significant accounting estimates and judgements’ of the consolidated financial statements. Prices Production FY 2023-24 FY 2022-23 % Change Average LME cash settlement prices (US$ per tonne) 8,353 8,530 (2%) Average LME copper prices reduced by 2% compared with FY 2022-23 predominantly due to lower than expected demand in China & Higher US Fed Interest rates. Financial performance (` crore, unless stated) Particulars FY 2023-24 FY 2022-23 % change Revenue 19,730 17,491 13% EBITDA (69) (4) - EBITDA margin - - - Revenue for the year was ` 19,730 crore, up by 13%. The increase in revenue was mainly due to higher volume, favourable exchange rate partially offset by lower Copper LME prices. EBITDA for the year was ` (69) crore, mainly on account of supply shocks from global blister shortage. Strategic Priorities and Outlook Over the following year, our focus and priorities will be to: Improving operating efficiencies, increasing Sales Margin, reducing our cost profile Upgrade technology and digitalisation to ensure high-quality products and services that sustain market leadership and surpass customer expectations Continuous debottlenecking and upgrading our processing capacities for increased throughput NICOMET PORT BUSINESS The year in brief Indian market for Nickel sulphate and Nickel metal is driven by sectors like stainless steel and electroplating. Further, nickel is also a key component of electric vehicles which is fuelling the growth. Currently, there is total 44 KTPA domestic market of primary Nickel metal and 2 KTPA domestic market. Nickel market in India is expected to grow at the CAGR of 4.7%. Our metal production is mostly sold in the domestic market where our market share is currently close to 7.5%. We have also captured 35% of total Nickel sulphate domestic market. Further, Nickel sulphate is exported to the EV battery makers in South Korea, Japan and China. We have also signed export LTC with South Korean EV battery manufacturer. Vizag General Cargo Berth (VGCB) The volumes handled increased by 9% Y-O-Y and the despatch volume increased by 9% Y-O-Y. 23% of the total volumes handled represents Multi-cargo (i.e., other than coal) under supplementary agreement signed with Visakhapatnam Port Authority (VPA). ESG Occupational health & safety We believe every incident can be prevented. The lost time injury frequency rate (LTIFR) is 6.92 in FY 2023-24 vis-à-vis 2.91 in FY 2022-23. To improve safety at workplace, we promote felt leadership culture with involvement of senior leaders for strengthening our safety system. Production performance Production FY 2023-24 FY 2022-23 % Change Production (mt) Nickel 2,702 681 - Sales (mt) 2,911 194 - Prices (US$ per tonne) Production FY 2023-24 FY 2022-23 % Change Average LME CSP 19,083 25,628 (26%) Nickel CSP for the year was US$ 19,083 per tonne, down by 26% mainly on account of global market rebalancing. Financial performance (` crore, unless stated) Particulars FY 2023-24 FY 2022-23 % change Revenue 455 42 - EBITDA (32) (23) EBITDA margin - - Projects With the view of rising Nickel demand due to upsurge in the EV battery markets, outlook of the global Nickel demand is very much positive. We have planned on enhancing the plant capacity production in following two phases: In the first phase, debottlenecking is under progress in the existing plant, to reach capacity of 10 KTPA. This will be supported with plant automation, modernisation and ensure optimum utilisation of assets The second phase of capacity enhancement will be setting up a new ‘state-of-the-art' Nickel plant with the capacity of 50 KTPA to cater the Indian domestic demand in line with our Chairman's vision – “Desh Ki Zarooraton Ke Liye” Safety stand-downs were conducted to communicate the learnings from safety incidents across the group. Our safety leadership regularly engages with the on‑ground team to improve behaviour‑based safety culture. 204 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 205 Management Discussion and Analysis VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 1. KEY BUSINESS, FINANCIAL AND OPERATIONAL HIGHLIGHTS COMPANY OVERVIEW Vedanta Limited (“VEDL” or “Company”), a subsidiary of Vedanta Resources Limited, is leading global natural resources conglomerate operating across India, South Africa, Namibia, Liberia, UAE, Korea, Taiwan and Japan. It is headquartered in Mumbai, India. Over the years, your Company has positioned itself as a leading natural resources and technology conglomerate, focusing on large scale expansion of its portfolio in India with operational excellence benchmarked to global standards. For two decades, we have facilitated the growth of the Indian economy by contributing to the national exchequer and creating thousands of jobs. Vedanta is a uniquely diversified Company across the natural spectrum and produces commodities vital for global decarbonisation and materials intensive energy transition. The Company has significant operations in Oil & Gas, Zinc, Lead, Silver, Copper, Iron Ore, Steel, Nickel, Aluminium, Power & Glass Substrate and foraying into electronics and display glass manufacturing. It strives to create long-term value for all our stakeholders through exploration, discovery, sustainable development and utilisation of diversified natural resources. The Company’s steadfast focus remains on delivery and operational excellence while increasing technology adoption and digitalisation to enhance profitability and deliver metals of the future. Vedanta’s strategic priorities, while moving towards responsible growth, are good governance, and social licence to operate. The Company demonstrates world- class standards of governance, safety, sustainability, and social responsibility. It's our fundamental values of “Trust, Entrepreneurship, Innovation, Excellence, Integrity, Care and Respect” that guide and help us accomplish our purpose. These serve as the foundation for everything we do and accomplish. Furthermore, India is Vedanta's largest market, which is one of the most stable and fastest growing economies in the world. India’s continued strength augurs well for its business performance. Transforming for the Future Your Company continue to foster structurally low-cost and diverse assets with excellent potential, which fuel our growth ambitions. Our investments in smarter processes, industry- leading efficiencies, empowerment of our people, and strong corporate governance help us address the nation’s growing needs. Our strategic decisions are supported by robust cashflows, disciplined capital allocation and emphasis on sustainability in everything we do. We cater to diverse consumer markets for their primary materials needs and are leaders in the segments we operate in. With a responsible business model and through activities that generate economic, human, and social value, we are ideally positioned to partner in India’s journey towards greater self-reliance. DIRECTORS’ REPORT Dear Members, Your Directors take pleasure in presenting the Integrated Report (prepared as per the framework set forth by the International Integrated Reporting Council) and the Annual Standalone as well as Consolidated Financial Statements for the financial year ended 31 March 2024 of Vedanta Limited. VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 207 206 STATUTORY REPORTS Directors’ Report FINANCIAL STATEMENTS CORPORATE OVERVIEW Operational Highlights Transformational Journey Ahead: Leveraging cost efficiency to offset commodity prices and boost margins COMPANY PERFORMANCE Financial Highlights The standalone and consolidated financial statements of the Company for the financial year ended 31 March 2024, prepared as per Indian Accounting Standards (“Ind AS”) and in accordance with the provisions of the Companies Act, 1. Excludes custom smelting at Copper Business. 2. ROCE (Return on Capital Employed) is calculated at EBIT net of tax outflow divided by average Capital Employed. 2013 (the “Act”) and Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) forms part of this Annual Report. Uniquely diversified Company across the resource spectrum Demerger will create pure play companies - unlocking true value of all our business Pure Play verticals to provide a menu of choices for investors India holds huge resource potential out of which even 20% remains unexplored Vedanta as Indian Institution – will get to different level in next 25 years `1,41,793 crore REVENUE c.23% ROCE2 `36,455 crore EBITDA `23,046 crore FCF (Pre-capex) `11,254 crore PAT before exceptional items `15,421 crore Strong liquidity position Cash & Cash Equivalent 30% EBITDA Margin1 1.5x Net Debt/ EBITDA ALUMINIUM • Highest ever Annual production at 2,370 kt. • Commissioned Train-I of 1.5 MTPA Lanjigarh refinery taking total capacity to 3.5 MTPA. • Aluminium COP lower by 940 $/t over last 7 quarters. ZINC INDIA • Highest ever Annual production across mined metal, refined metal and silver. • Holds 2nd largest zinc reserves and resources globally. • Lowest annual Zinc COP for last 3 years at 1,117 $/t. OTHERS Iron and Steel: • Highest ever Annual production across iron ore, steel and pig iron. • Operationalised the Bicholim mine in Goa (3 MTPA capacity), marking the commencement of first mining operation in the region in nearly six years. FACOR: • Highest ever Annual production of Ferrochrome (HCFC) at 80 kt. SILVER GROWTH CONTINUES • HZL is the only silver producer in India and is now the 3rd largest silver producer globally. • With FY 2023-24 production of 746 MT, the production increased by c.5% Y-o-Y. CAGR of 14% Silver Production (tonnes) 47 0 300 100 400 200 500 600 700 800 746 FY 2023-24 FY 2022-23 FY 2021-22 FY 2020-21 FY 2019-20 FY 2018-19 FY 2017-18 FY 2016-17 FY 2015-16 FY 2014-15 FY 2013-14 FY 2012-13 FY 2011-12 FY 2010-11 FY 2009-10 FY 2008-09 FY 2007-08 FY 2006-07 FY 2005-06 FY 2004-05 FY 2003-04 FY 2002-03 208 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 209 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Business Highlights Historic-high silver & metal production with strong cost resilience • 2nd largest zinc R&R base globally with R&R of 456.3 million tonnes as on 31 March 2024, up by ~35% in last 5 years (net of 65.1 MT of ore production). • Hindustan Zinc is now the 3rd largest silver producer globally. • Positioned in 1st decile of global zinc mines cost curve. • New Roaster at Debrai of 160 KTPA and Hindustan Zinc Fertilisers Private Limited (HZFPL) of 510 KTPA: Progress on track. Enhancing Reserve and Resources to secure future profitability ZINC INDIA • Highest ever annual refined metal production of 1,033 kt. • Highest volume recorded in Silver at 746 MT up by 5% Y-o-Y. • Refined lead production at 216 kt up by 3% Y-o-Y. OIL & GAS • Average daily gross operated production of 128 Kboepd, natural decline was partially offset by the infill wells brought online across all assets. Key highlights: • Company’s estimated total gross 2P Reserves plus 2C Resources stands increased from 1,156 Mmboe to 1,376 Mmboe. Growth Projects: • Infill wells: Drilled 10 infill wells across RDG, Mangla & NE fields. • Exploration: 6 wells drilling campaign commenced in North -East region. First well spud planned in April 2024. Kboepd: Thousand barrel of oil equivalent per day; boe: barrel of oil equivalent; RDG: Raageshwari Deep Gas; Mmboe: Million barrel of oil equivalent Highest ever production, with 50%+ improvement in annual margin • Hot metal production at 2,370, up by 3% Y-o-Y. • Aluminium COP at 1,796, down by 23% Y-o-Y. Key Highlights: • Alumina production at Lanjigarh refinery at 1,813 kt, up by 1% Y-o-Y. • Highest ever production run rate (6.5 kt per day). • Highest Domestic sales at 978 kt, up by 26% Y-o-Y. Others Highlights: • Train-I of 1.5 MTPA capacity commissioned at Lanjigarh as a part of overall 3 MTPA expansion. • Ranked 1st in S&P Global Corporate Sustainability Assesment ("CSA") in Aluminium Industry Group. • Operationalised the Bicholim mine in Goa (3 MTPA capacity), marking the commencement of first mining operation in Goa region after six years. • Highest ever Karnataka saleable ore production and sales was at 5.6 million tonnes and 5.9 million tonnes respectively. • Highest ever Pig Iron production at 831kt, up by 19% Y-o-Y. ALUMINIUM IRON ORE • TSPL plant availability was 82% in FY 2023-24. POWER Saleable Silver Production (t) FY 2022-23 FY 2023-24 714 746 Mined Metal Production (kt) 1,062 FY 2022-23 1,079 FY 2023-24 1. COP is excluding royalty Refined Metal Production (kt) 1,032 FY 2022-23 1,033 FY 2023-24 COP 1 ($/t) 1,257 1,117 FY 2022-23 FY 2023-24 $466 million Approved Capex 4 MTPA 8 MTPA Open-cast mine expansion NEW 4 MTPA Concentrator Gamsberg (Phase-2) Gamsberg Phase-2 Update: • Engineering and procurement are ~100% and ~96% completed, respectively. • Concrete, structural steel erection and equipment erection are on track. VZI to deliver 500+ KTPA MIC run rate within 2 years ZINC INTERNATIONAL • Gamsberg production was 29% lower at 147.3 kt due to lower throughput, lower grades, and lower zinc recoveries. • Cost for the year decreased by 6% to $1,488 $/t. VZI Production (kt) 65 58 61 70 FY 2018-19 17 145 147 450 FY 2020-21 FY 2023-24 FY 2026-27 Gamsberg BMM 500+ 6x 1. MIC: Metal in concentrate; COP with TcRc Cost. Key highlights • FY 2023-24 Gamsberg COP1 lower by 3% Y-o-Y. • Reinitiated the 700 KTPA Magnetite Project- Target completion September 2024. Focus on production enhancement and cost reduction 208 147 65 61 Total MIC1 Production (kt) FY 2022-23 FY 2023-24 Gamsberg BMM Gross Production (Kboepd) 143 FY 2022-23 128 FY 2023-24 Opex ($/boe) 13.7 13.9 FY 2022-23 FY 2023-24 Aluminium Production (kt) 2,291 FY 2022-23 2,370 FY 2023-24 +3% Y-o-Y Aluminium COP & Margin COP ($/t) Margin ($/t) 2,324 322 FY 2022-23 1,796 494 FY 2023-24 210 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 211 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 • Highest ever sales at 198 kt since closure of Tuticorin operations. • Highest ever annual saleable production and hot metal production at 1,386 kt and 1,473 kt, up by 8% Y-o-Y. • Highest ever DIP production of 212 kt, up by 8% Y-o-Y. • Highest ever annual dispatch at 1,394 kt, up by 11% Y-o-Y. • Achieved all time high annual Ferrochrome production of 80 kt, up by 18% Y-o-Y. • New Briquetting plant installed with 20 TPH capacity. Driving performance with consistent production growth, paving ways for future capacities Karnataka Iron Ore • Highest ever annual sales, up by 19% Y-o-Y due to improvement in logistic efficiency, which in turn helped to liquidate the inventory level. • Highest ever annual production, up by 19% Y-o-Y, driven by improvement in process efficiency, resulting in increased production. VAB Sales (million tonnes) Production (kt) 5.0 696 FY 2022-23 FY 2022-23 5.9 831 FY 2023-24 FY 2023-24 • Highest ever annual saleable production at 1,386 kt, up by 8% Y-o-Y. • Highest ever annual dispatch at 1,394 kt, up by 11% Y-o-Y. • Dispatches from iron ore mines at 5 million tonnes, up by 39% Y-o-Y. • Annual Ferrochrome production up by 18% Y-o-Y. Steel Saleable production (kt) Ferrochrome Ferrochrome production (kt) 67 FY 2022-23 80 FY 2023-24 1,285 FY 2022-23 1,386 FY 2023-24 The details of the business, results of operations and the significant developments have been further elucidated in Management Discussion & Analysis section of the Annual Report. ESG Highlights In FY 2023-24, your Company continued to consolidate the transformative ESG agenda for the organisation by focussing on strengthening the governance structure, streamlining KPIs, and regularly reviewing the implementation process for the targeted projects that will help us achieve our short term, medium term, and long-term goals. The Company continues to focus on three ESG pillars: “Transforming the Planet”, “Transforming Communities” & “Transforming the Workplace” STEEL FACOR COPPER INDIA Aim 1 Keep community welfare as the guiding principle for our business decisions. Aim 2 Empower 2.5 million individuals with enhanced skillsets. Aim 3 Uplift 100 million women and children via social welfare interventions. Aim 4 Net Zero Carbon by 2050 or sooner. Aim 5 Achieving net water positivity by 2030. Aim 6 Enhance our business model by incorporating innovative green practices. Aim 7 Prioritise the safety and health of our workforce. Aim 8 Promote gender parity, diversity and inclusivity. Aim 9 Align with global standards of corporate governance. Our commitment to excellence - our path to leadership Transforming the Workplace Transforming the Planet Transforming Communities For further details, refer the Sustainability Review section of the Annual Report. Aims to spend US$ 5 billion in the next decade towards decarbonisation initiatives Strong team of 1,600+ driving ESG transformation Key Highlights FY 2023-24 1.6 billion units RE 3rd consecutive year of 1 billion+ units RE usage 0.7x Water Positivity 20% Women in workforce, 33% in enabling functions 2 million Trees planted 838 MW RE RTC Under Construction 36 transgenders in workforce 92% High-Volume- Low-Toxicity ("HVLT") utilisation VAB: Value Added Business; IOK: Iron Ore Karnataka RE: Renewable Energy; RTC: Round The Clock 6,000+ Nandghar Established - Child and women care center 17.4 million Women & children uplifted 212 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 213 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Solidifying our ESG Commitment 1. In diversified peer group 2. In Aluminium peer group High Impact initiatives drive sustainability leadership S&P CSA ranking Vedanta Limited1 among 238 global companies Hindustan Zinc1 Among 238 global companies Vedanta Aluminium2 Most sustainable aluminium producer 3 1 1 Vedanta Limited - S&P CSA ranking Vedanta Limited - S&P CSA ranking CDP 174 153 98 83 59 33 27 22 1 A- B B B- B B FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 CDP Water CDP Climate 23 19 11 15 6 3 Governance -72 (+29 vs 2018) Social -82 (+40 vs 2018) Environment -86 (+46 vs 2018) Vedanta Limited Overall S&P CSA score – 80 (out of 100 points) Total 650 high impact ESG initiatives FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 Health and Safety Net Zero Carbon Innovation and Circular Economy Water Nutrition, Healthcare and Welfare Diversity, Equity and Inclusion Skilling Community Governance Integrating ESG through quality initiatives KEY EVENTS DURING THE YEAR Demerger of diversified businesses unlocking significant value On 29 September 2023, the Company had announced its plan to demerge its business units into independent “pure play” companies to unlock value and attract big ticket investment into the expansion and growth of each of the businesses. The Company has a unique portfolio of assets among Indian and global companies with metals and minerals - zinc, silver, lead, aluminum, chromium, copper, nickel, oil & gas, a traditional ferrous vertical including iron ore and steel, and power, including coal and renewable energy, and is now foraying into electronics and display glass. The demerger will result in six separate listed companies viz. Vedanta Aluminium, Vedanta Oil & Gas, Vedanta Power, In furtherance to the approval by the Board of Directors dated 29 September 2023, the Company had filed the application with the Stock Exchange(s) and the necessary Observation letters are awaited post which the scheme will be filed with the NCLT. The scheme of demerger along with the supporting documents can be accessed at www.vedantalimited.com. Scheme of Arrangement between Vedanta Limited and its Shareholders under Section 230 and other applicable provisions of the Companies Act, 2013 The Board of Directors of the Company, basis the recommendation of the Audit & Risk Management Committee and Committee of Independent Directors of the Company, at its meeting held on 29 October 2021, approved the Scheme of Arrangement between the Company and its shareholders under Section 230 and other applicable provisions of the Act (“Scheme”). The Scheme provides for capital reorganisation of the Company, inter alia, providing for transfer of amounts standing to the credit of the General Reserves (as defined in the Scheme) to the Retained Earnings (as defined in the Scheme) of the Company with effect from the Appointed Date. The National Company Law Tribunal ("NCLT"), Mumbai Bench vide its order dated 26 August 2022 (“NCLT Order”), inter alia, directed the Company to convene meeting of its equity shareholders to seek their approval to the Scheme; and file consent affidavits of all the secured creditors and unsecured creditors of at least value of 90% of unsecured creditors, at the time of filing the Company Scheme Petition. In this regard, a meeting of the equity shareholders of the Company was held on 11 October 2022, and the proposed Scheme was approved by the equity shareholders with requisite majority. The Company is in the process of complying with the further requirements specified in the NCLT Order. Pursuant to the Scheme, the Company will possess greater flexibility to undertake capital related decisions and reflect a much efficient balance sheet of the Company. The Scheme is in the interest of all stakeholders including public shareholders. The complete details can be accessed at www.vedantalimited.com. Acquisition of Vedanta Semiconductors Private Limited and Vedanta Displays Limited In view of the commitment to produce critically important semiconductors and electronic display modules for the growing Indian market, the Company at its meeting of the Board of Directors held on 07 July 2023, approved the acquisition of 100% of Vedanta Semiconductors Private Limited (“VSPL”) and Vedanta Displays Limited (“VDL”) from Vedanta Steel and Ferrous materials, Vedanta Base metals and Vedanta Limited. Each independent entity will have greater freedom to grow to its potential and true value via independent management, capital allocation and niche strategies for growth. It will also give global and Indian investors potential to invest in their preferred vertical, broadening the investor base for Vedanta assets. The demerger is planned to be a simple vertical split, for every 1 share of Vedanta Limited, the shareholders will additionally receive 1 share of each of the 5 newly listed companies. The new companies will remain committed to achieving net-zero carbon emissions by 2050 and net water positivity by 2030 with the aim to spend US$ 5 billion over the next 10 years to accelerate this transition. Twin Star Technologies Limited (“TSTL”) via share transfer at face value. TSTL is a wholly-owned subsidiary of Vedanta Incorporated (erstwhile Volcan Investments Limited), the ultimate holding company of the Company. Pursuant to the above-mentioned approval, a share purchase agreement was executed between TSTL and the Company, and thereafter VSPL and VDL became the wholly-owned subsidiaries of the Company with effect from 28 July 2023. Further, the Government of India came out with two modified schemes for setting up of semiconductor fabs and display fabs in India on 04 October 2022, and the Company through its Special Purpose Vehicles filed applications for grant of subsidies under the same. These applications are currently under consideration for approval by the Government of India. The necessary details can be accessed on www.vedantalimited.com. Scheme of Amalgamation of Sterlite Ports Limited, Paradip Multi Cargo Berth Private Limited, Maritime Ventures Private Limited, Goa Sea Port Private Limited with Sesa Mining Corporation Limited and their respective shareholders and creditors The Board of Directors of the Company approved the sale of its equity holding in its non-material wholly-owned subsidiaries namely, Sterlite Ports Limited (“SPL”) and Paradip Multi Cargo Berth Private Limited (“PMCB”), to Sesa Resources Limited (“SRL”), which was also a wholly-owned subsidiary of the Company, as a part of its consolidation activity of certain entities and thereafter the amalgamation of SPL, PMCB, Maritime Ventures Private Limited (“MVPL”) and Goa Sea Port Private Limited (“GSPPL”), wholly-owned subsidiaries of SPL, with Sesa Mining Corporation Limited ("SMCL"), wholly-owned subsidiary of SRL. The scheme of amalgamation of the above-mentioned entities was approved by NCLT, Mumbai Bench on 06 June 2022 with an appointed date of 01 October 2020, and NCLT, Chennai Bench on 22 March 2023 (“NCLT Chennai Order”) with appointed date of 01 October 2022, as against the date of 01 October 2020, contained in the Scheme and already approved by NCLT, Mumbai Bench. Thereafter, an appeal was filed to rectify the NCLT Chennai Order before the National Company Law Appellate Tribunal (“NCLAT”), Chennai which was allowed by the bench vide its order dated 21 December 2023. The scheme is now effective and the details of the same can be accessed at www.vedantalimited.com. Divestment of Mt. Lyell Copper Mine in Australia In November 2021, Monte Cello B.V. (“MCBV”), a wholly- owned subsidiary of the Company, entered into a Term sheet agreement to divest Copper Mines of Tasmania 214 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 215 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 (“CMT”) by way of an Option Agreement with New Century Resources. MCBV is 100% owner of the Mt. Lyell Copper Mine in Australia, a copper asset which has been on care and maintenance for the last 7 years and not strategic for the Company with its size and country presence. Mt. Lyell has been in operation since the 1890’s and was acquired by MCBV in 1999. Under the ownership of the Company, Mt. Lyell was successfully operated for over 15 years. The mine was placed into care and maintenance in 2015 following two safety incidents and a depression in the copper market. Following an internal strategic review, decision was made in 2021 to divest CMT, running a global sale process to bring in a capable operator and potential owner to evaluate and eventually restart operations at Mt. Lyell, creating value for the community, Tasmanian economy, shareholders and the Company. In furtherance to the above, the option to acquire CMT was exercised by New Century on 01 November 2023. New Century Resources is a 100% subsidiary of the Sibanye- Stillwater Group. It owns and operates the Century Zinc Mine in Queensland, Australia and is among the Top 15 global zinc producers. The terms of the sale transaction include US$ 10 million payment by New Century to MCBV on signing of the sale transaction agreements, replacement of closure bond of ~US$ 4.5 million followed by US$ 10 million payment on CMT achieving its first commercial production and upto US$ 300 million royalty consideration based on future revenues of CMT. The detailed announcement can be accessed at www.vedantalimited.com. ACQUISITIONS Meenakshi Energy Limited During the year ended 31 March 2024, NCLT vide its order dated 10 August 2023 has granted its approval for the Resolution Plan as submitted by the Company for acquisition of Meenakshi Energy Limited (“Meenakshi”) under Corporate Insolvency Resolution Process in accordance with the provisions of Insolvency and Bankruptcy Code (“IBC”), 2016. Subsequently, the Company has implemented the Resolution Plan and has acquired control over Meenakshi with effect from 27 December 2023. Meenakshi is a 1,000 MW coal‑based power plant located at Nellore, Andhra Pradesh. The acquisition shall enhance the Group’s power portfolio. Athena Chhattisgarh Power Limited The Company had emerged as a successful bidder for acquisition of Athena Chhattisgarh Power Limited ("ACPL") under the liquidation proceedings of IBC for a consideration of ` 564.67 crore. Further, the application of the amalgamation of ACPL with the Company along with various reliefs and concessions was approved by NCLT vide its order dated 17 July 2023 in accordance with the provisions of IBC, 2016. Mines/Mineral Blocks The Company was declared as the preferred bidder for various mining leases and composite licenses namely Block VII- Cudnem Iron ore mineral block in Goa, Sasoli Iron ore and manganese mineral block in Maharashtra and Kelwardabri Ni, Cr and Associated PGE Block in Chhattisgarh for which Letters of Intent were also issued in FY 2023-24. Additionally, for Ghogharpalli Coal block in Odisha, for which the Company was declared as the preferred bidder in FY 2022-23, the Coal Block Development & Production Agreement ("CBDPA") was executed in FY 2023-24. PROJECTS AND EXPANSION PLAN Projects are key driving factor of our Group as our aspirations for growth are very different from any of the peers globally. Hindustan Zinc Limited: To further enhance metal volume, 160 KTPA Roaster project at Debari is under progress and has achieved 48.5% as at March 2024 with final commissioning being targeted by Q4 FY 2024-25. The project of Hindustan Zinc Alloys has been commissioned in October 2023 and complete ramp up is under progress. Further, the 1.6 LTPA Fumer plant has also been commissioned in August 2023 and full ramp up is targeted by early Q1 FY 2024-25. The setting up of Fertiliser Plant in Chanderiya is under progress and Site activities for the Project commenced in February 2024 and is targeted to be completed by Q2 FY 2025-26. Further, orders have been placed for Debottlenecking of Cellhouses at CLZS and DSC for inverse in metal production by 21 kt. Aluminium: We are currently India’s largest primary Aluminium producers and aim to be among the top 5 producers globally with expansion to 3 MTPA capacity along with 100% backwards vertical integration. Environmental Clearance (EC) has been recommended by the Ministry of Environment, Forest and Climate Change for the Sijimalli bauxite block with an estimated reserve of 310 million tonnes of bauxite. We expect to commence the mining activities by the end of the calendar year. Lanjigarh refinery expansion from 2 MTPA to 5 MTPA remains our key focus area with full ramp up to be completed in FY 2024-25, having produced our first alumina from Train-1 at the end of FY 2023-24. Once the full 5 MTPA capacity is achieved, we are also planning to debottleneck the facility from 6 MTPA. With this refining capacity in place, we will have effectively delinked the cost of our smelting operations from the key driver of market volatility, being alumina price. Expansion activities are in full swing at Bharat Aluminium Company Limited ("BALCO") and the 0.4 MTPA project is estimated to start initial production during H2 FY 2024‑25. We are also committed to our objective of producing 100% Value Added Products (“VAP”) and the current project pipeline is enables a significant leap forward with expanded Billet facilities at BALCO and Jharsuguda and additional Rolled Product capacity and capability at BALCO. This would enable us to cater to the rapidly growing domestic demand from sunrise sectors such as EVs, Renewable Power, Defence & Aerospace. For Coal, the Jamkhani coal mine which commenced production in March 2023 is now producing at its approved capacity. We also expect to commence production at Kuraloi A North and Radhikapur West mines in FY 2024-25. We are awaiting the final vesting order for Ghogharpalli coal block, having completed all the necessary formalities. Collectively, these mines would comfortably enable us to achieve 100% coal security. VZI: VZI Gamsberg Concentrator Plant: In line with our vision of increasing MIC from 300 KTPA to 500 KTPA, Zn Concentrator Plant with capacity of 200 KTPA is on track. The continuous focus is on increasing Gamsberg phase-2 will further enhance the mining capability and processing capacity to double the current volumes. The Phase 2 expansion will double the Gamsberg's annual ore capacity to 8 million tons and produce an additional 200 KTPA of MIC. EP partner has been appointed in Q1 FY 2022-23 and the construction partner has been appointed Q1 FY 2023-24 for executing the civil construction for the Project. All activities related to tendering, techno-commercial adjudication, contract finalisation have been completed. All Major Long lead FIMs {Ball & Sag Mill (CITIC), Crusher, Floatation, Filter Presses and Thickeners Package (MO)} Orders placed. Major FIM supplies such as Thickeners, Mills, Transformers have been delivered to Project Site. The project is expected to be commissioned by H2 FY 2024‑25. The expansion project will promise to create 2000 – 2500 jobs during Construction and a further 800 to 1000 permanent jobs during peak operations. VZI Iron Ore – In line with our vision on Value from Waste creation, the iron ore project was realised for BMM. The 700 KTPA Iron Ore Plant is currently under construction on an EPC basis & expected to be completed in H2 FY 2024-25. This project will create a new product line (magnetite) over & above the base metals produced by BMM. The project will create employment for ~400 people during peak construction and ~250 jobs during operations. This is also major ESG initiative for VZI as BMM plant tailings consists of an iron feed grade of ~39% which will now be processed and converted into world class target grade of more than 68% Fe instead of being discarded to the Tailings dam. It will thus reduce our overall future environmental footprint. BMM is further investigating the expansion of project to 2 MTPA via feed from the existing tailing dam and/ or the Swartberg ore body. This is currently in the concept phase & parallel work is currently underway for environmental approvals. VZI Renewable Energy Project – The project is added to improvise the operating cost of the Project in Gamsberg. Gamsberg 30 MW (Phase I & Phase II – 15 MW each) Behind the Meter Solar PV: Environmental clearance obtained for 30 MW. Other Statutory clearances are in progress, expected to complete by June 2024. The project will be implemented in two phases. Phase – I: PPA Closed with M/s Enernet; Financial closure planned in June 2024. The planned COD Phase – I is targeted by June 2025. Phase – II project tendering in progress. Gamsberg 50 MW Solar PV: Discussions are being held with SEZ authorities to build 50 MW behind the meter Solar PV project near Gamsberg Ph – II. Additional sub-station is also being proposed to Eskom to consolidate the energy drawl for Gamsberg and BMM. Project tendering to proceed further, post obtaining go-ahead on land usage from SEZ authorities. In Cairn, we remain committed to our journey of producing 50% of India’s Oil & Gas production. In-line with our vision, we brought online >50 wells in FY 2023-24 across various assets helping to achieve 129 kboepd in FY 2023-24. Our R&R stands increased by 19% year on year to 1.4 billion barrels of oil equivalent at March end. We continue to undertake infill drilling campaigns across fields to mitigate natural field decline. We shall continue to invest in exploration and appraisal to add resources for further growth. We also expanded our geographical footprint and commenced production from Assam (Hazarigaon) and Onshore Gujarat (Jaya field), thereby helping us diversify our asset base. ESL: As we embark towards the growth journey of 3.2 MTPA expansion, which includes execution of additional Blast Furnace of 1,264 m3 supported by 0.5 MTPA Coke Ovens, 800 TPD Oxygen Plant and other auxiliaries. Railway infrastructure upgradation from public siding to Plant head under current expansion shall make ESL logistic friendly. This project also comes with a new 0.18 MTPA Ductile Iron Pipe Plant which will help us to maximise VAP. The project along with the successful debottlenecking of BF#3, Sinter Plants & new LRF will take us to the capacity of 3.2 MTPA with the lowest quartile cost & premium product portfolio. Expected railway siding completion till exchange yard by Q1 FY 2024‑25. Additional Hot Metal from BF#1 shall be converted to finished products by installation of 3rd Convertor, 3rd Billet Cater and new TMT rebar mill. Anticipated completion timeline for new steel making and rolling facilities is Q3 FY 2026-27. FACOR: As part of the FACOR expansion plan, we have defined three pivotal projects: the establishment of a new 216 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 217 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders with effective from 01 April 2020 and tax has been deducted at source on the Dividend at prevailing tax rates inclusive of applicable surcharge and cess based on information received by the Registrar & Share Transfer Agent and the Company from the Depositories. The Board of Directors did not recommend any final dividend for the financial year ended 31 March 2024. CREDIT RATING Your Company is rated by CRISIL and India Rating & Research Private Limited on its various debt instruments. A detailed status of the Credit Ratings on various facilities including Bank Loans, Working Capital Lines and Non- Convertible Debentures forms part of the Report on Corporate Governance ("Corporate Governance Report") of this Annual Report. ECONOMIC RESPONSIBILITY Vedanta guided by its vision and mission adopts a comprehensive value creation process that leverages on all available resources and relationships while addressing material issues and strategic focus areas. At the core remains ESG, where our purpose ‘Transforming for Good’, supplemented by the more comprehensive ‘Transforming Together’ theme is deeply embedded into this value creation process. The inherent community value empowers our decision-making to drive business success, while contributing to the nation’s growth. Vedanta recognises the unique nature of the natural resource they deal in and hence believes in mining with a mission and is at the forefront of the industry’s transition towards a purpose driven future. Our operations go beyond extracting resources, aiming to enrich lives and create a sustainable legacy of positive change for future generations. We also continue to focus on effectively delivering strong & stable cashflows and Vedanta’s large, diversified asset portfolio, with an attractive cost position in many of its core businesses, enables us to deliver strong margins and achieve stable free cash flows through the commodity cycle. Vedanta continued its strong growth momentum and witnessed steady volume performance across all businesses, with aluminium and zinc delivering record performance, despite the challenging environment, in terms of geo-politics, rising energy prices and uncertainty in commodities market. We promote diversity, equality and inclusivity, while also investing in people development, safety and well-being. The Company has declared the following dividends during the year in compliance with the Dividend Distribution Policy: Particulars Interim Dividend – FY 2023-24 1st 2nd Date of Declaration 22 May 2023 18 December 2023 Record Date 30 May 2023 27 December 2023 Date of Payment Within 30 days from the date of declaration Rate of Dividend per share (Face Value of ` 1 per share) 18.50 11.00 % 1850 1100 Total Payout (` in crore) 6,877 4,089 ~11% dividend yield in FY 2023-24. Return to shareholder (` per share) 3.9 FY 2019-20 9.5 FY 2020-21 45 FY 2021-22 101.5 FY 2022-23 29.5 FY 2023-24 300 KTPA Ferrochrome Smelter (2x75MVA Furnace) Plant, the development of an underground mine at Ostapal with a mining capacity of 1.5 MTPA, and the setup of a new 600 KTPA Concentrator Plant at Tomka. The commencement date for the FACOR Growth Project was established as 01 November 2024. Under this growth initiative, we have achieved significant progress in the following projects: We have made substantial advancements in our 300 KTPA Ferrochrome Project. Currently, 50% of the engineering work is completed, and our technology supplier, Metso Outotec, has placed orders for key long-lead delivery equipment. Out of a total of 63 packages, 34 have already been ordered. All site preparation work is finalised, and we have completed 464 piles to date. We anticipate commencing structural fabrication and civil foundation (RCC) work by May 2024. Based on our current progress, we are on track to complete the project by November 2024, as committed. The Ostapal 1.5 MTPA UG Mine Project is also making considerable headway. We have completed 60% of the infrastructure design and engineering work. Portal underground (UG) development work is scheduled to begin in June 2024, pending receipt of the Environmental Clearance (EC). We expect to reach the first ton of ore by Q3 2025. For the 600 KTPA Concentrator Plant, we have selected Sino Steel from China as our technology partner, with project engineering work commencing in April 2024. The process of selecting a construction partner is currently underway and is expected to be completed by June 2024. We anticipate breaking ground for this project in September 2024. Iron Ore Business: WCL: Work is under progress for ordering a 10 MTPA concentrator plant at Bomi mines along with related infrastructure projects for logistics and material handling at port. Work is expected to commence by Q3 of FY 2024‑25 with a completion period of 20 months. At Mano mines, DSO mining is planned to be operational from beginning of FY 2024-25. VAB: Ductile Iron Pipe Project contract has been awarded in December 2023. EC is expected by Q1 FY 2024-25. This will significantly improve the margin and realisation at VAB through product diversification. Successful commissioning of 5 KTPA Fe-Si Plant that will reduce our production cost for value added products. Vedanta - Nickel Business (Nicomet): In FY 2023-24, we are able to achieve 50% of the installed production capacity with total production and sales close to 3 kt for the year. With the debottlenecking plans, we are targeting to achieve 10 KTPA production capacity in the next six months. Currently holding a 50% domestic market share for Nickel Sulphate, We empower them to think independently, creatively and innovatively. We strive to operate responsibly through sustainable use of resources and investing in various environmental goals. This year, we're concentrating on tackling economic inequality, with a big focus on acknowledging diversity and empowerment across society. We're highlighting how inclusion is crucial for promoting gender equality. Lastly, we are committed to nurturing lasting and enduring relationships with our stakeholders, built on trust and concern for their individual and collective well- being through meaningful engagements. At Vedanta, we make synergetic efforts to prioritise the concerns of our stakeholders and we seek to balance the interests & expectations of all stakeholders to align with the overall organisational goals of the Company. At Vedanta, FY 2023-24 was a year of remarkable progress on the ESG front led by our ‘Transforming for Good’ purpose and we are extremely pleased to apprise that the Company has aced the Corporate Sustainability Assessment by S&P Global for 2023 (formally known as DJSI). Guided by the philosophy of giving back, we positively touched more than 50 million lives through our CSR progammes, improved diversity, inclusion and governance practices and took major strides in the areas of carbon neutrality, water positivity and a greener business model. In line with the past trends, we are proud to declare that we have contributed `54,402 crore to the public exchequer of the various countries where we operate in FY 2023-24. The total contribution to the exchequer is the result of value added by different business segments across their respective value chains and across multiple stages of the business cycle. The report is available on the website at www.vedantalimited.com. 2. SUSTAINABILITY AND SOCIAL RESPONSIBILITY ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) APPROACH TRANSFORMING FOR GOOD Introduction: The fiscal year 2024 was the year when we began to consolidate the ESG framework that we set up two years ago. The focus moved from organisation-mapping, awareness building, and KPI setting to overseeing implementation and achieving “steady-state.” We remain committed to our 3 Pillars and 9 aims and are happy to note that adequate progress is being made to achieve our ambitious targets. we aim to bolster its presence by venturing into the Indian EV manufacturing sector. Furthermore, we have solidified our position by signing a Long-Term Contract (“LTC”) for Nickel Sulphate supply with key international EV players. DIVIDEND DISTRIBUTION POLICY AND DIVIDEND In terms of the provisions of Regulation 43A of the Listing Regulations, the Company has adopted a Dividend Distribution Policy to determine the distribution of dividends in accordance with the applicable provisions. The policy can be accessed on the website of the Company at www.vedantalimited.com. With consistent dividend as a healthy sign of our sustained growth, our firm belief in percolating the benefits of our business progress for widespread socioeconomic welfare facilitates the equitable sharing of our economic value generated. Our focus is on generating strong business cashflows and maintaining stringent capital discipline in investing in profitable high IRR projects. We also review all investments (organic and acquisitions) based on our stringent capital allocation framework in order to maximise shareholder returns. 218 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 219 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 ESG Governance: The ESG Committee of the Board, chaired by an independent director is the apex body to govern the subject. The Committee, which meets every six months, is supported by the ESG ManCom, the Group ExCo and the Group HSE & Sustainability Function. Additionally, 13 Communities of Practice ("COP") help drive implementation of the various aims. The COPs are structured at the Group and BU-level, and help engage and integrate ESG aims across the organisation. The Company also introduced the digital “V-Unified” platform to streamline all of the Company’s ESG-related data. With this, all our leaders will have “one version of the truth”, which will enable informed decision-making and improved ESG performance. ESG Targets: The Company remains focused on achieving our stated 2030 ESG targets, which will improve our business sustainability and make us agile, future-ready, and an employer of choice. Our 13 COPs are working towards achieving these goals, and there is a systemic effort to align our future business trajectory with our ESG goals. Major Achievements: Considerable efforts are being made in every ESG aim that we are working on, and some significant achievements in FY 2023-24 give confidence to the Company that we are on the right track. These include: 1. Transforming Communities: • Our flagship Nand Ghar programme has reached 6,000+ Nand Ghars, impacting 0.4 million women and children through this initiative. • Our Corporate Social Responsibility programmes that focus on improving the skill sets of communities are helping around 1.5 million families improve their earning potential and achieve financial independence. 2. Transforming Planet: • We are on-track to deliver on 835 MW of RE RTC (eq) Power Delivery Agreements. We are expecting first power from these projects in 2025. Collectively, this batch of RE will help abate 6 MMTCO2e per year. • 5 of our operations (Hindustan Zinc Limited, Cairn India, Iron Ore Business, FACOR mines, and Black Mountain Mine) are now water positive. • 100% of our BUs have an updated their biodiversity risk assessments. These documents will guide the implementation of the respective Biodiversity Management Plans and align the organisation with the expectations emerging from the Kunming-Montreal Global Biodiversity Framework. 3. Transforming Workplace: • Gender diversity among our permanent employees has increased to 20% from FY 2020‑21 baseline of 11% which shows significant progress in making our workforce more diverse. • Our women representation in decision-making roles has increased to 22%, which means that more women are now part of decisions being made across the organisation. • Unfortunately, the Company experienced 3 fatalities this year (FY 2022-23: 12 fatalities) and learnings from the investigations are being implemented across all BUs. However, overall, significant management attention was given to identifying and eliminating critical safety risks and early indications point to improved safety management at our locations. ESG Ratings: FY 2023-24 saw Vedanta and its Companies achieve the pinnacle of global ESG ratings. The Company stood at #3 position among 174 global metals & mining companies in the S&P Global Corporate Sutainability Assessment. This is the second consecutive year of improvement. Our subsidiary, HZL topped the listing, as did our Aluminim business (in the Aluminium sector). This all-round improvemet is an indication of the consistent management approach for the ESG program. We also saw improvement in other platforms such as Sustainalytics and CDP (Water) while retaining our CDP rating in climate performance and MSCI ESG Rating. Challenges: Safety Performance While there are green shoots visible in safety, we remain vigilant and continue to drive improvement. The Critical Risk Management (“CRM”) framework and related efforts are driving these efforts as is the improved data reporting and analytics available to us via the V-Unified platform. Growth Projects Our growth projects planned from FY 2023-24 to FY 2029‑30 period, while improving our portfolio of energy transition metals, will add more pressure on our environmental performance (emissions, water, waste, etc.). This growth project pipeline can affect our 2030 targets for environment, but we are devising the strategy for ensuring that our growth trajectory is as green as possible. To achieve our ESG aims, we have created a strong pipeline of more than 600 projects in all 3 major areas of transformation, which will take us in the required direction. With the help of technology and focused approach, we are on right track to achieve leadership position in ESG space. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT Since FY 2021-22, our Business Responsibility and Sustainability Report (“BRSR”) disclosures have been aligned with the regulations issued by SEBI, which mandate compulsory disclosures for top 1000 companies by market capitalisation in India. Your Company is adhering to the new and updated BRSR requirements. These disclosures will help government to focus on major areas of policy actions and for improved compliance of ESG issues at large to align with government’s own goals for business sustainability. This year we are reporting on BRSR Core and have undergone reasonable assurance for the report. Your Company publishes an Annual Sustainability Report prepared in accordance with the Global Reporting Initiative ("GRI") Standards; mapped to the United Nations Global Compact ("UNGC"); and aligned to Sustainable Development Goals ("SDGs"). It reports our approach and disclosure towards triple bottom line principles - People, Planet and Profit. The Company shall also publish a Climate Action Report. This year, we will be reporting on our decarbonisation efforts for the fourth year. As per SEBI directives on Integrated Reporting ("IR"), the Company follows the IR framework of the International Integrated Reporting Council to report on all the six capitals that are used to create long-term stakeholder value and also continues to provide the requisite mapping of principles between the Integrated Report, the GRI and the BRSR. Detailed information about the Company’s sustainability performance can be found in our Annual Sustainability Report. The Sustainability Report of the Company shall be made available at www.vedantalimited.com. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO The information on conservation of energy, technology absorption stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as ‘Annexure A’. The details of the Foreign Exchange Earnings and Outgo are as follows: (`/crore) Particulars Standalone Consolidated FY 2023-24 FY 2022-23 FY 2023-24 FY 2022-23 Expenditure in foreign currency 4,301 5,172 5,507 7,266 Earnings in foreign currency 32,657 31,035 45,539 49,439 CIF Value of Imports 21,492 26,437 27,640 34,137 CORPORATE SOCIAL RESPONSIBILITY Vedanta has committed itself towards reaching out and giving back to its communities. Creating an ecosystem of development through planned interventions, Vedanta is ensuring that its vision for the development of the nation reaches the farthest geographies. With a consistent focus on bringing a transformational change in its communities, Vedanta is implementing sustainable and inclusive growth and has reached out to 1,73,00,595 beneficiaries across over 1,200 villages in FY 2023-24. Spearheading Women and Child Development through its flagship project ‘Nand Ghar’, a total of more than 6,044 centres across 14 states in India have been developed that cater to more than 3.9 lakh children and women of rural India. Nand Ghars are transforming the landscape of rural India with best in class infrastructure and facilities. Project Nand Ghar is emerging as synonymous to nutrition. This year, with the Vedanta Delhi Half Marathon and the Vedanta Pink City Half Marathon, more than 50,000 people ran for the cause “Zero Hunger”. These marathons reached out to international and domestic runners, with the zeal and enthusiasm of the participants, Vedanta was able to commit 5 million meals for a healthy and nourished India. Catering to the needs of building a resilient future generation, Nand Ghar also launched a multi-millet nutri-bar for children's holistic nutrition as part of its preparations for its objective for a healthy India. Vedanta has always found its purpose in giving back multifold to its communities and ensuring no being is left behind. Broadening its reach into the realm of welfare, Vedanta has launched a first of its kind, Animal Welfare Project, The Animal Care Organisation ("TACO"). An initiative focused on improving animal health and welfare, TACO is currently operating in Haryana and Rajasthan. Its goal is to offer top-notch amenities, veterinary care, training, and animal shelters to protect and care for animals. Additionally, TACO has provided aid to Ranthambore National Park and Ramgarh Visdhari Tiger Reserve to help preserve the diverse wildlife found within the sanctuary. Furthermore, to accelerate social growth and development, with a well-defined roadmap and a commitment to invest 220 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 221 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Impact at a Glance Drinking water and Sanitation 6,94,043 Beneficiaries 12 Initiatives EDUCATION • 72,528 PTMs • 30 Children (3-6 years) per Nand Ghar • 500+ Tabs distributed and AW workers trained NUTRITION • ~4.5 crore meals facilitated for children • Distributed 66 lakh Nutri Bars, impacting ~50,000 Children WOMEN EMPOWERMENT • 1.8 Lakh+ Women linked to Govt. Schemes/received economic training • 1.2 lakh increase annually Household income generated HEALTH • 57 lakh+ community members reached • ~72,000 Awareness Camps Skilling 4,076 Beneficiaries 10 Initiatives Nand Ghar 4,16,781 Women and Children beneficiaries Healthcare 16,99,665 Beneficiaries 32 Initiatives Community Infrastructure 5,22,731 Beneficiaries 24 Initiatives Children Wellbeing and Education 1,33,16,861 Beneficiaries 31 Initiatives Sports and Culture 1,60,920 Beneficiaries 15 Initiatives Women empowerment 42,575 Beneficiaries 7 Initiatives Environment and protection 3,27,888 Beneficiaries 4 Initiatives Livelihoods 1,14,590 Beneficiaries 18 Initiatives 3. HUMAN RESOURCES MANAGEMENT PEOPLE AND CULTURE Our Company has always aspired to build a culture that demonstrates world-class standards in safety, environment, and sustainability. People are our most valuable asset, and we are committed to provide all our employees with a safe and healthy work environment. Our culture exemplifies our core values and nurtures innovation, creativity, and diversity. We ensure alignment of business goals and individual goals to enable our employees to grow on personal as well as professional front. It is through the passion and continued dedication of our people that our Company continues to succeed, and we have always unequivocally and firmly believed in rewarding our people for their consistent efforts through our best-in-class and globally benchmarked people practices and reward programs. We have been recognised for our people practices by coveted External Awards: • 100+ External Recognitions received in last 7 years. • Kincentric Best Employer Award 2023 for Best Employer, welcoming us in the elite “Best Employer Club.” • Featured in Top 10 Happiest Workplaces 2023 by Economic Times HR World along with 80 other prominent brands. • Honored with Gold Medal award in Talent Management for Vedanta Group by BrandonHall HCM Excellence awards. • Arogya World Healthiest Workplace Award- Recognised at Gold Level for Vedanta Group for best practices in health & Well-Being 2023. • 13 Managers recognised with Economic Times and People Business - Great Manager Award 2023, CAIRN, VAL-L, BALCO, Sesa Goa, Sterlite Copper, Runaya features as Company with Great Managers 2023. • Recognised for ‘Significant Achievement to HR Excellence’ by CII for BALCO, CAIRN, VAL-J, ESL, Sterlite Copper. People Practices Leadership Development & Succession Planning – In line with our core philosophy of “Leadership from within”, we run some of the industry’s most-sought after leadership development programs. We identify high-quality talent with focus on young-talent to make Vedanta truly ‘future-ready’. Industry Leading Talent Identification Program Through V-Desire initiative anchored by Chairman himself, focuses on identifying high-potential leaders by allowing them the autonomy to pursue roles & projects aligned with their aspirations. 117 leaders were identified through a structured process & given their aspirational role/projects. By empowering individuals to choose their desired career paths, we foster a culture of engagement and fulfillment, maximising their potential contribution to the organisation. This approach not only nurtures talent but also cultivates a dynamic workforce capable of driving innovation and achieving strategic goals. Executive Education & C-Suite Coaching A customised executive education initiative that seamlessly integrated both in-person and virtual learning experiences, tailored to meet the unique requirements of our senior leadership cadre in partnership with ISB. Crafted with specialised modules for our executives, this program ensured precise development aligned closely with organisational goals. This hybrid learning model facilitated participants in gaining invaluable insights, nurturing collaboration, fostering innovation, and refining their strategic leadership capabilities. Furthermore, senior CXOs were paired with internationally acclaimed executive coaches to further augment their professional growth journey. Women Emerging Leaders Program The program focuses on identifying new emerging Hi-Pos & ‘hidden gems’ amongst our women workforce and take disruptive actions for ensuring higher responsibility/visibility/ roles. Through the first phase, 74 leaders have been identified and have taken up elevated roles across businesses and functions. 49% are from Operations/Technical domains and 51% are from Enabling functions, with 30% leaders taking up cross-Business/Function/Location roles. V-Lead Flagship Women Leadership Development Program to create a strong pipeline of women CXOs & include them in decision making bodies. • 100+ high-potential women leaders groomed for leadership/CXO roles. • 25 CXOs anchoring V-Lead Leaders for personal & professional growth. ` 5,000 crore, Anil Agarwal Foundation, the philanthropic arm of Vedanta aims to take the mission of creating strong & resilient communities in India ahead. In the FY 2023-24, Vedanta has won several awards for its community development initiatives like 11th National CSR Summit 2023, BW Emerging Business Award, Mahatma Award, 7th CSR Health Impact Awards 2023 – Silver Award, Best CSR Impact Awards – 8th Edition from UBS, Best Livelihood Initiative of the Year by India CSR Awards, Green Eco-Friendly Initiative Award by Network 18, Governors Scroll of Honour from Governor, West Bengal, Odisha Ideas Excellence Award etc. Excellence in Corporate Social Responsibility: An essential aspect of most of the programs is adopting a community engagement strategy that begins from the grassroots level. This approach fosters community ownership and long-term sustainability with efficiently implemented programs working for the betterment of the communities. Understanding and prioritising the needs of the communities, several interventions with focus on women and child development, healthcare, sustainable livelihood, sports and culture & community development have been designed and implemented across more than 1,200 villages. 222 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 223 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 • 60% V-Lead Leaders elevated to Leadership Roles in last one year through Growth Workshops, ACTUP, APA and other Talent Initiatives. • 25% V-Lead Leaders rewarded with the prestigious Chairman Award. Complete Talent Coverage Employees across all functions, grades, experience/seniority levels are included in our Talent Development Initiatives. This ensures fast-tracked career progression for all employees at the right time. This year apart from our Business and Technical ACT UP programs, multiple initiatives were held focused on critical functions such as MAS and Projects. Unique initiatives such as Top Campus Mind, Ex-Defence Hires Workshops and MAS ACE were executed covering new campus hires and Cross-Functional leaders (Projects, Finance, Commercial & Marketing etc.). Gurukul & HR are our digitally driven Learning & Development initiative which gives internal leaders and external experts a platform to share their expertise and knowledge. Inducting Best Talent to enable Organisational Growth – Hiring quality talent from top Universities across specialisations and laterally from varied background with niche experience thereby ensuring diverse and rich talent pool. • Onboarded 2000+ Freshers from 150+ premier campuses, 40% gender diversity, 15% from North-East, J&K state and Minority communities, 30% Rank Holders. • Vedanta Leadership Development Program (VLDP) - Focused hiring from Top IITs & IIMs for building leadership pipeline; roles shadowing CXOs, fast-track growth, leadership roles during early career stages. • Hiring talent from Global Universities in US, UK, Australia, UAE, Singapore etc., with focus on new-age specialisations such as AI, Digital, Suply Chain & Analytics. • YUVA (Young Upcoming Vedanta Achievers) - Detailed induction program for campus hires with CEOs, functional heads & industry experts; business & functional sessions, site visits, CSR activities, Campus to Corporate programs for better understanding of the organisation. • V-Campus: 1-year digitally driven anchoring & learning journey for campus hires with goal setting & tracking, periodic pulse surveys, live experience sharing platform, leaderboard, and Rewards & Recognitions. • Family Business Background: Pioneers to break the stereotype about target talent pool and hire passionate entrepreneurs inclined to run the business radically. The talents onboarded are personified Entrepreneurship champions, it being one of the core values of Vedanta. • Ex-Veterans: Top-notch professionals from Tri-Services (Army, Navy, Airforce) bringing in top-class military practices for Corporate. • Experts from Professional Services Firms: Onboarding cross-functional experts to get best of the solutions for our strategic business orientation like empowering our business entities to run independently. Leaders from large consulting firms with expertise in financial re-structuring and value creation have been inducted. • Automobile Industry Experts: Across the world, it is recognised that automobile industry has one of the best supply chain practices. With a focus to develop that expertise in our large operational units, prevent leakages and increase overall efficiency, we sourced such best talents for business-partner management, which is a significant arm for us. • Experts from Global conglomerates: With ~30 different nationalities in our ecosystem, we have onboarded experts from across geographies to bring in global knowledge, bench-marking and best-practices in the domain of natural resources. A detailed update on People & Culture detailing the Company’s initiatives, recruitment strategy, hiring projects and talent management and development is elucidated in the Sustainability and ESG Section of the Annual Report. EMPLOYEE STOCK OPTION SCHEME Employee stock options are a conditional share plan for rewarding performance on pre-determined performance criteria and continued employment with the Company. Our Company had launched a stocks-based incentive scheme viz., ‘Vedanta Limited Employee Stock Option Scheme 2016’ (“Scheme”). The Scheme was framed with a view to reward employees for their contribution in successful operation of the Company, encouraging high-growth performance and reinforcing employee pride. The Scheme was launched after obtaining statutory approvals, including shareholders’ approval by way of postal ballot on 12 December 2016. On 03 November 2023, the Nomination & Remuneration Committee ("NRC") approved the grant of Employee Stock Options 2023 to Vedanta employees covering 42% of eligible population. Vedanta ensures deeper coverage through its stock option scheme, including the campus hires, to enable young talent to grow and contribute towards overall business performance. In-order to align the scheme with the best-in-class reward practices globally and pertinent Indian peers, as well as to emphasise on our value system of ‘CARE’ for employees and culture of ‘Pay for Performance’, the ESOS 2023 plan is driven by Business and Individual performance. The Scheme is robust with an objective to place greater prominence on superior individual performance thereby recognising high performing talent while keeping them accountable for business delivery. It has been ensured that the Scheme fulfils its motive of wealth creation for employees to achieve their financial goals and at the same time gives them a sense of ownership. The Scheme is periodically reviewed and benchmarked against market best practices. To give prime importance to sustainable business delivery, ESG and Carbon footprint are part of additional parameters to measure business performance. To ensure that we operate sustainably in line with our motto of ‘zero harm, zero waste and zero discharge’, multiplier based on fatalities has also been included as a performance parameter for vesting. The Scheme is currently administered through Vedanta Limited ESOS Trust (“ESOS Trust”) which is authorised by the Shareholders to acquire the Company’s shares from secondary market from time to time, for implementation of the Scheme. No employee has been issued stock options during the year, equal to or exceeding 1% of the issued capital of the Company at the time of grant. During the year, the acquisition by the ESOS Trust does not exceed 2% of the paid-up capital of the Company as at the end of the previous financial year. Further, the total acquisition by ESOS Trust at no time exceeded 5% of the paid-up equity capital of the Company as at the end of the financial year immediately prior to the year in which the shareholders’ approval was obtained for such secondary acquisition. Pursuant to the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“Employee Benefits Regulations”), disclosure with respect to the ESOS Scheme of the Company as on 31 March 2024 is available on the website of the Company at www.vedantalimited.com. The Company confirms that the Scheme complies with the Employee Benefits Regulations and there have been no material changes to the plan during the financial year. Pursuant to Regulation 13 of Employee Benefits Regulations, a certificate from M/s Chandrasekaran & Associates, Secretarial Auditors with respect to the implementation of the Company’s ESOS schemes, would be placed before the shareholders at the ensuing Annual General Meeting (“AGM”). A copy of the same will also be available for inspection through electronic mode. MANAGERIAL REMUNERATION, EMPLOYEE INFORMATION AND RELATED DISCLOSURES The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2023-24 was in accordance with the NRC Policy of the Company. Disclosures under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") relating to the remuneration and other details as required are appended as 'Annexure C' to the Report. In terms of the provision of Section 136 of the Act and Rule 5(2), the Report and the Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as prescribed under Rule 5(2) of the Rules. The said information is available for inspection through electronic mode. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary and the same will be furnished upon such request. COMPENSATION GOVERNANCE PRACTICES AT VEDANTA Our Compensation Philosophy: People are our greatest asset and we are committed to providing all our employees with a safe and healthy work environment. Our compensation philosophy has a strong linkage of reward priorities to business priorities ensuring a uniform experience across the group. Built on the core objective of driving ‘Pay for Performance’ culture, the mix of components of the Executive Compensation aims to drive the short as well as long term interests of the Company and its shareholders through strong emphasis on operational/ financial fundamentals, social license to operate, business sustainability, strategic objectives of resource and reserve creation along with wealth creation for stakeholders. Rewards Priorities Business Priorities Zero Harm, Zero Waste and Zero Discharge Reflect and Enable Long Term Business Growth & Vision Build a Performance Driven Culture I-RECITE at Heart • Zero Undesirable Talent Loss Above Market Pay Positioning • Relentless Focus on Productivity & Performance Compelling Pay Mix Basis Position in the Firm • It Pays to Perform High Differentiation at 1.8 – 2.2X • Individualised EVP Holistic Employee Growth 224 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 225 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Linkage to ESG/Safety • Scorecard based performance management approach: Greater emphasis is laid on setting of objective KPIs along with continuous performance dialogue. • Culture of safety and sustainability to achieve our ultimate vision of “Zero Harm”, “Zero Waste” & “Zero Discharge”: The safety and sustainability scorecards under the Vedanta Sustainability Assurance Program form an integral component. Progressively, impact of carbon footprint has been added as a performance parameter. • ESG Component in Annual Performance Bonus: To ensure and encourage sustainable business practices, the annual bonus scheme allocates appropriate weightage to ESG metrices like health, safety, and environment. • Long Term Incentive Plan ("LTIP"): The vesting is attributed to sustained business and individual performance against the pre-determined performance criterion which also includes ESG and Carbon Footprint. • Any fatality in the group impacts the annual bonus of all the employees associated with the respective entity as a negative multiplier. On the other hand, as a reinforcer, a positive multiplier is added in vesting under LTIP to reward efforts towards ensuring nil fatality. • Rewards & Recognition: Vedanta specifically recognises contributions of employees and business partners through its coveted Chairman Awards categories - ‘Award for Sustainability’, ‘Best Business Partner Award’, and ‘Business Performance Award’ all of which have safety and sustainability parameters as key evaluation metrices. • Employee Benefits Policy: Vedanta has introduced best-in class employee benefits policies in recent times which focuses on all three pillars of ESG – Environmental, Social and Governance. – Electric Vehicle Policy - As an organisation, we want to ensure that 100% of our light motor vehicles are decarbonised by 2030. In line with this goal, our Company Car Policy involves Electric Vehicle Kicker to incentivise employees to opt for electric vehicles. Additionally, the policy on EV Incentive for the purchase of electric vehicles was launched to benefit all the employees across the organisation. – Parenthood & Childcare Policy - With the objective to promote Diversity, Equity & Inclusion, best in class and progressive parenthood policy was introduced across Vedanta catering to our women employees, single parents and LGBTQIA+ employees. The policy supports employee well-being by building a nurturing environment. Few key highlights of the policy include introduction of flexible work arrangement, sabbatical leave, and extended coverage of adoption leaves not only to women employees but basis primary and secondary caregiver. • Governance: The Executive Compensation Philosophy is well established & benchmarked across relevant industry comparators. All parameters are reviewed each year by the NRC. Timely risk assessment of compensation practices is done in addition to review of all components of compensation for consistency with stated compensation philosophy. • Voice of the employee: Involvement of bright minds from diverse functions and best in market external partners as well as timely communication to ensure transparency to all employees. Vedanta has been built on a strong foundation of governance where the Board, Key Executives and Compliance Officer have been vigilant and committed to ensure structural integrity, soundness, and highest standards of compensation practices. Over the last few years, we have matured many of our reward practices in an attempt to continue to raise the bar. • The composition of the NRC is in compliance with the Listing Regulations and the majority of the members are Independent Directors. The Chairman of the Committee is an Independent Director. • The members of the NRC together bring out the rich expertise, diverse perspectives and independence in decision making on all matters of remuneration for Directors, Key Managerial Personnel (“KMP”) and Senior Management Personnel (“SMP”). The Independent Directors are actively engaged throughout the year as members of the NRC in various people’s matters even beyond remuneration. • A Board charter appoints and sets primary responsibilities of NRC which includes selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning. • Best in class independent consultants are engaged to advise and support the Committee on matters of board evaluation and leading reward practices in the industry. • The Executive Compensation Philosophy is well established and benchmarked across relevant industry comparators which enables us to differentiate people based on performance, potential and criticality in-order to provide a competitive advantage in the industry. • Timely risk assessment of compensation practices is done in addition to reviewing all components of compensation for consistency with stated compensation philosophy: – Financial analysis & simulation of the long-term cost of reward plans and their Return on Investments (“ROI”). – Provision of claw back clause as part of the ground rules of our long-term incentive scheme for all our leaders. – Upper limits and caps defined on incentive pay-outs in the event of over-achievement of targets to avoid windfall gains. • We do not encourage provision of excessive perks or special clauses as part of employee contract such as: – No provision of Severance Pay in Employment contracts of Whole-Time Directors (“WTD”), KMP & SMP. – No Tax Gross up done for executives except for expatriates as part of tax equalisation. – No provision of unearned incentives/unvested stock or cash options. – Any benefits provided to Key Executives are available to all the employees of the Company as per the defined Company policy. We continue to corroborate the Internal Pay Equity Principles, sustained attention to equity grant practices and maintain checks & balances to confirm that the practices are legally and ethically compliant with International, National, and State/Regional laws. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. As part of Vedanta Group, your Company is an equal opportunity employer and believes in providing opportunity and key positions to women professionals. The Group has endeavored to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions and create and maintain a healthy and conducive work environment that is free from discrimination. This includes discrimination on any basis, including gender, as well as any form of sexual harassment. During the period under review, cases received were twenty five (25) out of which twenty three (23) were found correct. Your Company has constituted Internal Complaints Committee (“ICC”) for various business divisions and offices, as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of Vigil Mechanism are set out in the Corporate Governance Report, which forms part of this Annual Report. 4. RISK MANAGEMENT RISK MANAGEMENT The businesses are exposed to a variety of risks, which are inherent to a global natural resources organisation. The effective management of risk is critical to support the delivery of the Group’s strategic objectives. Risk management is embedded in the organisation’s processes and the risk framework helps the organisation meet its objectives by aligning operating controls with the mission and vision of the Group set by the Board. As part of our governance philosophy, the Board has a Risk Management Committee to ensure a robust risk management system. The details of Committee and its terms of reference are set out in the Corporate Governance Report, which forms part of this Annual Report. With effect from 06 June 2020, the Risk Management Committee has been consolidated with the Audit Committee comprising of only Independent Directors ensuring robust risk management systems in place with valued feedback of Independent Directors being on the Committee. Our risk-management framework is designed to be simple, consistent, and clear for managing and reporting risks from the Group’s businesses to the Board. Our management systems, organisational structures, processes, standards, and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks. We have a multi-layered risk management framework to effectively mitigate the various risks, which our businesses are exposed to in the course of their operations. The Audit & Risk Management Committee aids the Board in the risk management process by identification and assessment of any changes in risk exposure, review of risk control measures and by approval of remedial actions, where appropriate. The Committee is in turn supported by the Group Risk Management Committee which helps the Audit & Risk Management Committee in evaluating the design and operating effectiveness of the risk mitigation program and the control systems. Major risks identified by businesses and functions are systematically addressed through mitigating actions. Risk officers have also been formally nominated at operating businesses, as well as at Group level, to develop the risk- management culture within the businesses. The Risk Management Policy of the Company revised in 2019 covers cybersecurity as well. 226 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 227 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 For a detailed risk analysis, you may like to refer the Risk Management under the Performance Review section which forms part of this Annual Report. CYBER SECURITY The Group has a structured framework for cybersecurity. Each of the Business Units has a Chief Digital & Information Officer ("CDIO") with suitable experience in Information/ Cybersecurity. Every year, cybersecurity review is carried out by IT experts (belonging to IT practices of Big-4 firms). Vulnerability Assessment and Penetration Testing ("VAPT") review is also carried out by cyber experts. This practice has been in place for several years now and has helped in strengthening the cyber security environment in the group. The external environment on cybersecurity is continuously evolving and accordingly organisation takes proactive measures to mitigate risk. The respective CDIOs are responsible for ensuring appropriate controls are in place to address the emerging cyber risks. INTERNAL FINANCIAL CONTROLS Your Board has devised systems, policies, and procedures/ frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit & Risk Management Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals. The systems/frameworks include proper delegation of authority, operating philosophies, policies and procedures, effective IT systems aligned to business requirements, an internal audit framework, an ethics framework, a risk management framework, and adequate segregation of duties to ensure an acceptable level of risk. Documented controls are in place for business processes and IT general controls. Key controls are tested by entities to assure that these are operating effectively. Besides, the Company has also adopted an SAP GRC (Governance, Risk and Compliance) framework to strengthen the internal control and segregation of duties/access. The Company has documented Standard Operating Procedures ("SOP") for procurement, project/expansion Management Capital Expenditure, Human Resources, Sales and Marketing, Finance, Treasury, Compliance, Safety, Health, and Environment ("SHE"), and manufacturing. The Group’s internal audit activity is managed through the Management Assurance Services ("MAS") function. It is an important element of the overall process by which the Audit & Risk Management Committee and the Board obtains the assurance on the effectiveness of relevant internal controls. The scope of work, authority and resources of MAS are regularly reviewed by the Audit & Risk Management Committee. Besides, its work is supported by the services of leading international accountancy firms. The Company’s system of internal audit includes covering monthly physical verification of inventory, a monthly review of accounts and a quarterly review of critical business processes. To enhance internal controls, the internal audit follows a stringent grading mechanism, focusing on the implementation of recommendations of internal auditors. The internal auditors make periodic presentations on audit observations, including the status of follow-up to the Audit & Risk Management Committee. The Company’s internal financial control framework is commensurate with the size, nature and complexity of the Company’s operations and is based on the criteria aligned to the Committee of Sponsoring Organisations of the Treadway Commission ("COSO") framework and requirement of Act. Through the internal financial control framework in place the Audit & Risk Management Committee and the Board also gains assurance from the management on the adequacy and effectiveness of Internal Controls over Financial Reporting ("ICOFR"). In addition, as part of their role, the Board and its Committees routinely monitor the Group’s material business risks. Due to the limitations inherent in any risk management system, the process for identifying, evaluating, and managing the material business risks is designed to manage, rather than eliminate EXTERNAL STRATEGIC FINANCIAL OPERATIONAL IDENTIFY EVALUATE MONITOR MITIGATE GROUP RISK MANAGEMENT FRAMEWORK risk. Besides it created to provide reasonable, but not absolute assurance against material misstatement or loss. Since the Company has strong internal control systems which are further strengthened by periodic reviews as required under the Listing Regulations and ICOFR compliance by the Statutory Auditors, the Management recommend to the Board that the Company continued with strong Internal Financial Controls. There have been no significant changes in the Company’s internal financial controls during the year that have materially affected or are reasonably likely to materially affect its internal financial controls, other than as mentioned in the “Audit Report and Auditors” section to this report. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or VIGIL MECHANISM The Company has in place a robust vigil mechanism for reporting genuine concerns through the Company’s Whistle-Blower Policy. As per the policy adopted by various businesses in the Group, all complaints are reported to the Director – Management Assurance, who is independent of operating management and the businesses. In line with global practices, dedicated email IDs, a centralised database, a 24X7 whistle-blower hotline and a web-based portal have been created to facilitate receipt of complaints. overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives. Moreover, in the design and evaluation of the Company’s disclosure controls and procedures, the Management was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures. Further, the Audit & Risk Management Committee annually evaluates the internal financial controls for ensuring that the Company has implemented robust systems/framework of internal financial controls viz. the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to 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. All employees and stakeholders can register their integrity related concerns either by calling the toll-free number or by writing on the web-based portal which is managed by an independent third party. The hotline provides multiple local language options. All cases reported as part of whistle- blower mechanism are taken to their logical conclusion within a reasonable timeframe. After the investigation, established cases are brought to the Group Ethics Committee for decision-making. All Whistle-Blower cases are periodically presented and reported to the Company’s Audit & Risk Management Committee. “Internal Financial Control are policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of 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” Building blocks • Policies and procedures exist for effective conduct of business, delegation of authority is formally documented and implemented, organisation structure is defined, and segregation of duties and responsibilities are maintained. Policies and procedures • Ownership and rights to assets are maintained with the Company. • The Company has implemented processes for safeguarding of assets. Safeguarding of assets • Proactive anti-fraud controls/fraud risk management framework has been implemented. Prevention and detection of frauds and errors • All transactions occurred during a specific period have been recorded. • Assets, liability, revenue and expense components are recorded appropriately. Accuracy and completeness of the accounting records • Financial items are properly described, sorted and classified. • Financial information is provided as per the timelines defined by the relevant stakeholders. Timely preparation of reliable financial information 1 2 3 4 5 228 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 229 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 The details of this process are also provided in the Corporate Governance Report and the Whistle-Blower Policy is available on the Company’s website at www.vedantalimited.com. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report for the year under review, as specified under Regulation 34 read with Schedule V of Listing Regulations is presented in a separate section, forming part of this Annual Report. 5. INNOVATION, DIGITALISATION AND TECHNOLOGY INNOVATION, DIGITALISATION AND TECHNOLOGY At Vedanta, over the past few years, we have taken a tech-forward strategy which aims to boost operational effectiveness and productivity, fully embracing digitalisation, and fostering a culture of digital inclusion among employees while cultivating our start-up ecosystem. In this digital first era, our goal is to be at the forefront of smart & intelligent manufacturing, each of Vedanta's businesses has embarked on their own transformational journey towards digitalisation and innovation. Vedanta’s approach towards digitalisation has been focused towards setting up the infrastructure which enables us to introduce advanced technologies to further streamline our operations, this to an overall effect has led to data- based decision making at every level, increasing business intelligence, automation & remote operations in some cases. In FY 2023-24, through digital initiatives, we are achieving tangible gains in terms of volume upliftment & cost reduction using Internet of Things (“IoT”) & Artificial Intelligence (“AI”) while also focusing on business excellence, AR/VR based learning & ESG. Key Initiatives that were implemented in current fiscal year include Advanced Process Control for Artificial Lifts at Cairn Oil & Gas, Tele Remote Loading at Hindustan Zinc Limited, Blast Furnace Digital Twin at ESL Steel, AI based Simulator for Cold Rolling Mill at BALCO and we launched our digital platform for integrated security information management system across the group. Our focus with Vedanta Spark is to bring right startups who can help us increase volume, reduce cost and leverage emerging innovations in the ESG space. We have gained great traction with startups through Vedanta Spark 3.0 to introduce new innovations across the length & breadth of the Company. So far, we have 83 startups with 158 engagements across the group. Furthermore, we are working towards enabling investments in startups that are proven and have a high potential for growth. We will have an Investment Committee with group leaders and external experts who will choose the right startups for us to invest in that will help increase the overall value. Overall, our focus lies in bringing a culture change to enable all of functions to use the advancements in technology in day-to-day operations. With our strong roadmap for the upcoming years, we will always look towards expanding our footprint across the group to enable better delivery of tomorrow’s metals & energy in an effective & sustainable way. POLICY AND ADVOCACY Vedanta’s initiatives are essentially premised on its ‘Nation- First’ philosophy. Vedanta’s advocacy aims to create an enabling regulatory framework to fulfil the resource needs of the country, be it those of green energy, electric vehicles, or infrastructure. This is executed through participation in stakeholder consultations on global value chains, ease of doing business, financial reforms and other matters related to responsible business practices. Because of our frequent collaborations with academia, think-tanks, industry associations and media organisations, our initiatives are strongly backed by research and holistic stakeholder feedback. India’s growth story requires an abundance of minerals, metals and fuel, which Vedanta aims to support. RESEARCH & DEVELOPMENT Research & Development (“R&D”) is a critical component of Vedanta’s growth strategy. It enables us to stay competitive by developing innovative products and services that meet the changing needs of customers. Vedanta invests a significant amount of resources into R&D to improve the quality of its products and services, reduce costs, and increase efficiency. R&D helps the Company to differentiate itself from competitors and maintain its market position. In Aluminium business, in the pursuit of innovation and advancement within the Aluminium Business, Vedanta has remained steadfast in its commitment to pursuing ambitious R&D. Our R&D team has been instrumental in delivering pioneering solutions across various domains, including new value-added product development, waste utilisation, bauxite beneficiation, and process optimisation. These efforts reflect our dedication to fostering sustainable growth and reinforcing our position as a market leader. In collaboration with CSIR-NML, Jamshedpur, we have embarked on two innovative projects: Development of a High Temperature Low Sag (“HTLS”) alloy wire rod conductor for high performance power transmission, and an Ultra-high Strength (>400 MPa UTS) and weldable aluminium alloy catering to the requirements of Defense, Aerospace, Marine, and Electric Vehicles (“EV”) segments to enable substitution of material currently imported into India. Concurrently, our collaboration with IIT Kharagpur has yielded two exciting ventures. The first one involves the development of a High Temperature Resistance Cast Grade Aluminium Alloy tailored for the automotive sector, while the second one focuses on the production of an Ultra-high-Purity Aluminium variant (targeting 99.99% purity) specifically designed for applications in Aerospace, electronics, and areas where cathodic protection is required. In the Financial Year 2023-24, Vedanta Aluminium embarked on a strategic initiative to explore computer-aided engineering solutions, with the aim of positioning Industry 4.0 at the forefront of its operations. This endeavour is anticipated to drive down production costs and enhance profitability significantly. Utilising techniques such as the Discrete Element Method in conjunction with computational fluid dynamics and particle breakage modelling, efforts have been directed towards enhancing ball mill throughout at the Lanjigarh refinery, previously identified as a bottleneck, by approximately 10%. In alignment with the advent of Industry 4.0, AI/machine learning (“AI/ML”) and Artificial Neural Network (“ANN”) algorithms are being harnessed to manage Hydrogen Fluoride generation within smelters, with the potential to reduce ALF3 consumption (which is a key raw material and cost component). Moreover, the exploration of process modelling tools aims to optimise new business opportunities, ensuring sustained competitiveness in both domestic and international markets. Vedanta Aluminium has pioneered a patented process to reduce bauxite residue, known as red mud, in alumina refining by an impressive 30%. This breakthrough extracts iron from the ore prior to digestion, increasing alumina yield, and reducing organic content, significantly boosting resource efficiency and reducing energy consumption during refining. Developed in collaboration with the esteemed Indian Institute of Technology Kharagpur ("IIT KGP") and with support from the Lanjigarh facility, this advancement promises to enhance operational excellence and sustainability within Vedanta while positively contributing a solution that could be applied across the global aluminium industry. In waste to wealth segment, we have taken up a project on the recovery of high-purity (>99%) graphite from spent pot liner first cut and shot blast dust, as well as the synthesis of ALF3 from dross slag. Additionally, efforts are underway to devise processes for the utilisation of spent pot liner second cut, further maximising resource efficiency and waste minimisation. A pivotal focus area of our R&D initiatives has been to find economic ways to utilise bauxite residue or red mud. Collaborative efforts have been initiated with industrial partners, CSIR laboratories, and the JNARDDC in Nagpur to develop comprehensive technologies for the holistic utilisation of red mud. These endeavours aim to extract valuable metallic components and effectively manage remaining residue, contributing to both environmental sustainability and resource optimisation. Furthermore, we have developed innovative recipes for incorporating red mud in various applications, including partial substitution in sand, road sub-layers, and the production of red mud- based geopolymer concrete. In conclusion, Vedanta Aluminium's R&D endeavours in FY 2023-24 have yielded remarkable results, including the filing of five patents. These patents cover groundbreaking innovations such as pre-processing of bauxite to minimise red mud generation, recovery of high-purity graphite from spent pot liner and shot blast dust, the synthesis of AlF3 from dross slag, development of a lead and tin-free bismuth Aluminium-based alloy (6082 highly machinable alloy), and the creation of fast-setting geopolymer concrete utilising red mud and fly ash. These achievements underscore our commitment to driving innovation and sustainability within the aluminium industry, establishing Vedanta Aluminium as a trailblazer in the field. Hindustan Zinc Limited maintains a laser focus on achieving business outcomes. This commitment is reflected in the initiation of research activities across several key areas, including advanced process monitoring, digital data analysis, and process simulation. Recognising the evolving nature of our ore, we continuously explore ways to enhance mineral processing and smelting practices for superior recovery and efficiency. Collaboration remains a cornerstone of our innovation process, fostering partnerships with world-class universities, institutes, technology providers, and startups. Significant Commercial Implementations of this year include deployment of new silver promoters to improve silver recovery and reduce costs. Continuing in our ESG efforts, we have deployed non-hazardous pyrite depressants at our sites. In the coming year, we are aiming to develop process control strategies based on the new process parameter measurements and data analysis. Specific R&D focused projects include: • Implemented a low-capex process for jarosite modification for its use in cement industry. • Increase the current efficiency of Zinc Electrowinning process and improve quality of HG grade Zinc in the manually operated zinc cell house. Plant trials are in progress. • Improvement in Zinc recovery from MCTP and coke recovery from its slag. Trial tests have been conducted at the plant, and process is under implementation. • Developed online sensors for measuring O2 level in the outlet gases from zinc roasters. • Developing online control systems to use molten metal level measurements for reducing the variations in ingot thickness & improve customer satisfaction. • Developed flotation reagent to improve lead and silver recovery at Sindesar Khurd Mines. Plant trials are in progress. In Copper business 1. Through crucial R&D, the unit has developed a new process to recover precious metals from anode slime and this plant has been successfully commissioned and ramped up. It results in smooth PMR operations at Fujairah unit and additional revenue. 230 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 231 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 2. In-House process designing for Selenium and Tellurium recovery in collaboration with Council of Scientific and Industrial Research, Govt of India to ensure 100% realisation of minor metals. 3. With respect to quality improvement, the unit is doing intensive R&D to increase the purity of cobalt sulphate to be in comparison to battery grade. 4. In the path of creating wealth from waste or residue, the unit is targeting an additional ` 250 crore revenue from Minor Metal Business by FY 2025-26 through R&D and Innovation. 5. Under the sustainable packaging initiative, a 100% recyclable packaging solution has been introduced for the copper rod. This packaging provides protection even under adverse climate conditions and has led to customer delight. 6. Artificial Intelligence & Machine Learning based smart fuel optimisation project under the digitalisation initiative in our furnaces has been implemented and is estimated to reduce 3,554 tCO2 eq./year. In ESL, R&D vertical has been working to deliver innovative solutions in several key areas, including new product development, customer delight and operational excellence. 1. New Product Development: R&D vertical developed seventeen (17) new grades, tailored for specific applications like fasteners, screws, steel wool springs, crimped wire, wire ropes, auto cables, etc. Advancing commissioning of a new LRF to extend capabilities into alloy-grade production. 2. Packaging Efficiency Enhancement: Developed a more efficient HDPE tubular packaging at the Wire Rod Mill from conventional HDPE overlapping packaging. This strategic shift doubles packaging capacity while utilising the same resources. Beyond aesthetics, the method ensures fully sealed enclosure for wire rod coils, effectively safeguarding against dust and moisture infiltration, thus enhancing product integrity and customer satisfaction. 3. Innovative Strapping and Compacting System: Successfully introduced a state-of-the-art strapping and compacting system in collaboration with Sund Birsta. This system employs metal straps as a superior alternative to traditional binding wires, offering increased surface contact for enhanced holding strength. Designed for export-oriented packaging, it minimises the risk of coil binding loosening during transit, ensuring products reach customers in optimal condition. Additionally, the system efficiently eradicates compactor-related bottlenecks, reducing delays, thus enhancing customer satisfaction through timely deliveries. 4. Ferro Alloy Optimisation: Developing Ferro Alloy Optimisation Model to calibrate the quantity of ferro alloy required for precise chemical compositions. Aims to reduce specific consumption of ferro alloy by providing accurate predictions and recommendations for alloy addition, enhancing production precision and resource efficiency. 5. Innovation in Quality Enhancement: Through in-house innovative solutions and initiatives implemented at our Steel Melting Shop and Rolling Mills, significant improvements have been achieved in the sigma level of a key quality parameter, namely tensile strength, in our finished goods such as wire rods and TMT bars. 6. Digitalisation for Operational Excellence: In the pursuit of Operational Excellence, we embark on transformative digitalisation initiatives throughout the year. Some of these are: I. Computer vision-based particle sizing analysis on Blast furnace conveyor belts for providing real-time insights on incoming coke and sinter materials before it is fed into the furnace for efficient BF operation. II. Sinter Green Mix Optimiser Model to provide recommendations on optimal green mix at lowest cost required to achieve desired sinter chemical properties. III. Integration of LIMS (Laboratory Integrated Management System) with Historian to display real-time data analysis to the process team. IV. Through the 'Smart Logistics Project', ESL has successfully automated logistics processes, reduced both inbound and outbound vehicle turnaround time and freight rates reduction. The project was executed in two phases, incorporating functionalities like auto shipment and invoicing, RFID integration, and GPS tracking. Moving forward, ESL Steel aims to fully digitise its logistics operations for continued operational excellence. In Iron & Steel sector Coke: Innovation: Sesa Coke Gujarat team constructed a state-of-the-art small scale pilot coke oven facility at Bhachau location. The pilot oven has been ingeniously developed and constructed using refractory bricks to accurately simulate a commercial coke oven. This cutting-edge facility serves as a crucial asset enabling us to expand our coal basket and optimise blend costs. With rigorous testing and inclusion of novel coal varieties from across the world we could achieve zero % PHCC in manufacturing of LAM coke to cater various OEM and retail market demand. Excellence: Team at Sesa Coke has carefully re-scheduled sequencing of coke oven battery operation and optimised operating cycle hours. This has enabled the team to operate entire coke making process into reduced shift operation, which further enabled team to reduce 20% reduction in manpower and optimise conversion cost. Care: Team has successfully conducted trials by heating re- commissioned coke ovens using bio diesel. This on-site testing trials were very encouraging and demonstrated a significant reduction in emissions, by around 70% as compared to HSD. This will further hold tremendous future potential in adopting greener and cleaner fuels and achieving cost advantages. Value Added Business ("VAB") At VAB, our BF3 which is a modern Blast furnace used to operate at 580 Kg/THM with PCI rate of 160 Kg/THM. We had done modification in our system like increased tuyere diameter, modified chute length of BLT system, upgraded PCI system to inject higher PCI. This has resulted in achieving benchmark fuel rate of 550 Kg/THM with PCI rate of 170 Kg/ THM. All this modification is done in house with complete brainstorming, ideas generation, technical discussions and final implementation on site. For the same size of furnace, the industry benchmark is 540-550 Kg/THM and PCI rate of 170-180 Kg/THM. Further, we are planning to reduce it to 540 with 200 Kg/THM PCI. In FACOR, we're advancing our operational efficiency through strategic technological integration: • We have implemented Waste Heat Recovery systems in our furnaces, that captures and repurposes discarded heat to pre-heat our coke. This not only conserves energy but also optimises the efficiency of our furnaces. • To minimise downtime and enhance equipment reliability, we have implemented Smart Predictive Maintenance systems. Utilising AI technology, these systems proactively identify potential equipment failures, enabling us to prevent breakdowns before they occur and significantly reduce maintenance-related delays. • We are also working on Machine Learning based techniques to refine our charge mix. This approach uses data-driven insights to determine the optimal combination of raw materials, ensuring we achieve better productivity along with our targeted KPIs with greater precision. In Cairn, focus is to enhance production, improved operational efficiencies and reduced exposure to risk through R&D vertical. • In a pioneering step, Cairn has migrated its entire petro-technical data and computing to cloud platform. Application of high-power cloud computing has fast tracked timelines by ~30% in geophysical velocity modelling for exploration prospectivity of Rajasthan and by ~80% in seismic inversion for Bhagyam. Reduction of runtime has increased capability to run multiple iterations within stipulated timeline and help de-risk exploration studies. • Micro-seismic monitoring technology is being applied in Mangala field in Rajasthan for studying production and injection related responses in the field, which is providing valuable insights for the reservoir management. Microseismic can help in optimising injection strategies, maximising production and R&R, and ensuring safe and sustainable operations in the field. • Advanced Full Waveform Inversion ("FWI") technology was evaluated in east coast offshore exploration block for improving subsurface seismic imaging and identifying hydrocarbon sweet spots. Additionally, this technology utilises efficient workflows, which cuts the timeline of processing significantly. With this encouraging Proof of Concept ("POC") result, FWI technology is being tested on pilot area for implementation in Kg deepwater block. • Innovative fusion of two distinct technologies, Full Tensor Gradiometry ("FTG Gravity") and Reverse Time Migration (Seismic RTM Processing), for better imaging of exploration structures in difficult terrains of Assam. This integration approach harnesses the complementary strengths of FTG and RTM, and can improve seismic imaging and reduce exploration risk in geological complex thrust belts of Assam area • As part of digitalisation, we have embarked on the journey of implementing “Process Digital Twins” for real-time monitoring of our processing facilities and for implementing recommendations to increase operational efficiency, reduce fuel gas consumption by ~15% & reduce gas flaring by ~40%; thereby also translating to lower GHG emissions. • Cairn is actively working on tapping into the elaborate ecosystem of 1800+ Global Startups via the Vedanta Spark (Startup) initiative to pilot and subsequently scale-up unique technology deployments that are cost- effective and offer agile delivery. A few such projects include utilising drones for land surveys and asset inspections, cost-effective IIOT based sensorisation for equipment health monitoring, leveraging the power of Generative AI to mine knowledge from Well Completions reports, legal documents etc. 6. INVESTOR RELATIONS ("IR") Vedanta prioritises fostering open communication and active engagement with its investors. Vedanta has a dynamic IR function that engages both domestic and international shareholders, actively seeking their input. 232 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 233 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 This function is dedicated to not only meeting but exceeding global IR benchmarks. It is committed to articulating Vedanta’s distinctive investment proposition and its potential for value generation to the capital market community, ensuring the Company’s shares are valued fairly. Increased Shareholder Engagement: Our IR team connects with shareholders via diverse channels such as personal meetings, conferences, and investor and analyst gatherings, conveying the Company’s strategic vision, potential risks, and opportunities, as well as new macroeconomic and company- specific developments. By doing so, we diminish information gaps and foster a favourable perception of Vedanta. Our engagement initiatives span quarterly earnings discussions, Investor/Analyst Days, site tours of principal operations, and participation in sell-side conferences, as well as individual and group meetings. On special occasions, these interactions are graced by Vedanta’s senior leadership, including the Promoters, CFO, and business CXOs, earning high regard from shareholders and analysts alike. Streamlining Shareholder Communication: Shareholders are encouraged to reach out to Vedanta anytime via the contact details provided on our website for any queries, concerns, inquiries, or feedback for the Company. Feedback and insights from our shareholders and analysts are swiftly relayed to the Board by the Chairman, the Independent Directors, the KMPs, the Head of Investor Relations, and the Company Secretary. This continuous dialogue empowers our board and senior management to deeply understand shareholder perspectives and address their concerns effectively. Setting New Benchmarks in Shareholder Disclosures: Vedanta has established exemplary reporting standards with comprehensive and transparent disclosures regarding the Company’s operational and financial performance. We pioneered our first Integrated Report in FY 2017-18 and have consistently published it since. The Integrated Report offers a visionary outlook, detailing how Vedanta’s strategy, governance, and performance culminate in value creation. Additionally, our digital, interactive microsite on the Vedanta corporate website enriches the shareholder experience, providing an engaging platform for timely updates, supplementing the communication delivered through annual reports and quarterly results. Vedanta’s commitment to excellence was recognised when we were awarded the ‘Platinum Winner’ in the $10+ billion revenue category at the LACP Spotlight Awards for our FY 2022-23 Integrated Annual Report. Commitment to Stakeholder Development: Vedanta remains steadfast in its dedication to holistic development and contributing positively to all stakeholders. Our reporting suite offer comprehensive insights into the ESG and investor‑centric initiatives undertaken by Vedanta, benefiting our employees, shareholders, investors, business partners, civil society, local communities, and the nation at large. KEY INITIATIVES WITH RESPECT TO VARIOUS STAKEHOLDERS The Company maintains its focus on all round development and contribution towards its stakeholders. The Integrated Report provides detailed information on the ESG and investor-focused key initiatives taken by the Company towards its employees, shareholders, investors, business partners, civil society, local community, and nation at large. 7. CORPORATE GOVERNANCE REPORT ON CORPORATE GOVERNANCE The essence of Corporate Governance is about maintaining the right balance between economic, social, individual and community goals. Your Company is committed to maintaining the highest standards of corporate governance in the management of its affairs and ensuring its activities reflect the culture we wish to nurture with our colleagues and other stakeholders. The Company is focused on enhancement of long-term value creation for all stakeholders without compromising on integrity, societal obligations, environment and regulatory compliances. Our actions are governed by our values and principles, which are reinforced at all levels of the organisation. These principles have been and will continue to be our guiding force in future. As a Company with a strong sense of values and commitment, we believe that profitability must go hand in hand with a sense of responsibility towards all stakeholders. We believe Corporate Governance is not just a destination, but a journey to constantly improve sustainable value creation. Our disclosures seek to attain the best practices in international corporate governance, and we constantly endeavour to enhance long-term shareholder value. Our Corporate Governance Report for FY 2023-24 forms part of this Annual Report. DIRECTORATE, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL The Board of Directors is the apex body constituted by shareholders for overseeing the Company’s overall functioning. The Board provides strategic direction and leadership and oversees the management policies and their effectiveness looking at long-term interests of shareholders and other stakeholders. The Board, inter alia, reviews and guides corporate strategy, major plans of action, risk policy, annual budgets, acquisitions and divestments. It also monitors the implementation and effectiveness of governance structures and driven by its guiding principles of Corporate Governance; the Board’s actions endeavor to work in best interest of the Company. The Directors hold a fiduciary position, exercises independent judgement, and play a vital role in the oversight of the Company’s affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse background. In line with the recommendation of SEBI and our relentless endeavor to adhere to the global best practices, the Company is chaired by Mr. Anil Agarwal, Non-Executive Chairman with effect from 01 April 2020. Directors Appointments • During FY 2023-24, basis the recommendation of the NRC and approval of the Board, Mr. Arun Misra (DIN: 01835605) was inducted as an Executive Director of the Company with effect from 01 August 2023 to 31 May 2025. The same was approved by the shareholders of the Company through postal ballot resolution on 25 August 2023. A brief profile of Mr. Arun Misra is as follows: Arun Misra is also the CEO & Whole Time Director of Hindustan Zinc Limited ("HZL"), a subsidiary of the Company. He was appointed as Deputy CEO, HZL on 20 November 2019, and was elevated to CEO & WTD, HZL with effect from 01 August 2020. Mr. Misra is the 1st ever Indian Chairperson of the International Zinc Association. He is recently elected as Chairman of CII Rajasthan state council and previously served as the Vice Chairman. He is also the Vice President of the Indian Institute of Mineral Engineers. He was awarded 'CEO of the Year' in the ‘Business Leader of the Year’ awards. He is also recognised in the 22nd position of the Top 30 CEOs of India by Startup Lanes. Detailed profile of Mr. Misra is provided in the earlier section of the Annual Report. This is in accordance with the Companies (Accounts) Amendment Rules, 2019 notified to hold effect from 01 December 2019. Re-appointments Pursuant to the recommendation of the NRC, the Board approved the below re-appointments during the year: • Ms. Padmini Sekhsaria (DIN: 00046486) (Independent Director) for a second and final term of 02 years effective from 05 February 2023 to 04 February 2025; • Mr. Dindayal Jalan (DIN: 00006882) (Independent Director) for a second and final term of 03 years effective from 01 April 2023 to 31 March 2026; • Ms. Priya Agarwal Hebbar (DIN: 05162177) (Non-Executive Director) for a further period of 05 years from 17 May 2023 to 16 May 2028; and • Mr. Navin Agarwal (DIN: 00006303) (WTD designated as Executive Vice-Chairman) for a further period of 05 years from 01 August 2023 to 31 July 2028. The re-appointment of Ms. Padmini Sekhsaria and Mr. Dindayal Jalan was approved by the shareholders through postal ballot resolution on 28 April 2023, and the re-appointment of Ms. Priya Agarwal Hebbar and Mr. Navin Agarwal was approved by the shareholders in the AGM held on 12 July 2023. Cessations Mr. Sunil Duggal superannuated on completion of his tenure as the Whole-Time Director & CEO with effect from close of business hours on 31 July 2023. Key Managerial Personnel Appointment/Cessations Mr. Ajay Goel ceased to be Acting Group Chief Financial Officer of the Company with effect from close of business hours on 09 April 2023. Further, basis the recommendation of Audit & Risk Management Committee and NRC and approval of Board, Ms. Sonal Shrivastava was appointed as the Chief Financial Officer (“CFO”) & KMP of the Company with effect from 01 June 2023. Ms. Sonal tendered her resignation from the position of CFO & KMP of the Company with effect from close of business hours on 24 October 2023, due to some personal reasons. Consequently, as part of Vedanta’s structured re-hiring program called “Gharwapsi” and basis recommendations of Audit & Risk Management Committee and NRC and approval of Board, Mr. Ajay Goel joined back the Company as the CFO & KMP of the Company with effect from 30 October 2023. A brief profile of Mr. Ajay Goel is as follows: Ajay Goel was appointed as the CFO of Vedanta on 30 October 2023. He joined the Company in March 2021 as Deputy CFO and assumed charge as Acting CFO in October 2021. Ajay brings rich multinational experience with global companies in FMCG and Industrial sectors namely GE, Nestle, Coca Cola and Diageo. As CFO, Ajay is responsible for all aspects of finance, including corporate governance, treasury and funding, investors relations, Financial Planning & Analysis, Accounting and Consolidation, Secretarial, and Risk Management. He also drives business performance monitoring and reporting with a focus on benchmarking and analytics. Ajay is a national rank holder both as Chartered Accountant and Company Secretary and a commerce graduate from St. Xavier’s College, Calcutta University. 234 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 235 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Senior Management Personnel Appointments/Cessations The Board, on the basis of the recommendation of the NRC, in its meeting held on 04 August 2023, appointed Mr. John Slaven, CEO – Aluminium Business, as the SMP of the Company with effect from 03 October 2023. A brief profile of Mr. John Slaven is as follows: Mr. John spearheads key initiatives towards unlocking the full potential of Aluminium Business to deliver 3 MTPA of integrated volume and being amongst the top 3 aluminium players in the world. He leads the overall strategy of the Aluminium Business, including development of strategic alliances to fast-track business delivery, as well as Marketing Strategies, ESG and Green Aluminium Strategy. Mr. John is a reputed global leader who brings 34 years of rich experience in metal & mining sector. He has worked across the entire aluminium value chain in exploration, growth projects, operations, sales, and marketing. Detailed profile of Mr. John Slaven is provided in the earlier section of the Annual Report. Further, the Board of Directors of the Company, on the recommendation of the NRC, approved the appointment of Mr. Nicholas John Robert Walker (“Nick”), Former CEO – Cairn Oil & Gas, as SMP in the meeting held on 27 January 2023. His designation had been changed and he ceased to be CEO – Cairn Oil & Gas with effect from 04 August 2023. The KMP and SMP, similarly, comprises of multifarious leaders with each member bringing in their key proficiency in different areas aligned with our business and strategy. A comprehensive update on the change in the Directorate, KMP and SMP of the Company along with the directorships held in other Companies, their skills and expertise have been explicated in the Corporate Governance Report forming part of this Annual Report. DIRECTOR RETIRING BY ROTATION As per the provisions of the Act, Mr. Anil Agarwal (DIN: 00010883), Non-Executive Chairman of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Based on the performance evaluation and recommendation of the NRC, Board recommends his re-appointment. Details of re-appointment as required under Listing Regulations, are provided in the AGM Notice. BOARD AND COMMITTEES The Board of Directors is at the core of our corporate governance practice and oversees and ensures that the Management serves and protects the long-term interest of all our stakeholders. We believe that an active, well-informed and independent Board is necessary to ensure the highest standards of corporate governance. The Board places great importance on ensuring these key themes continue to be appropriate for the businesses and markets in which we operate around the world, while being aligned with our culture. The Board is supported by the activities of each of the Board Committees which ensure the right level of attention and consideration are given to specific matters. Accordingly, the Committees focus on specific areas and take informed decisions within the framework designed by the Board and make specific recommendations to the Board on matters in their areas or purview. Each of the Committees has terms of reference under which authority is delegated by the Board. At present, the Company has the following Board Committees which ensures greater focus on specific aspects of Corporate Governance and expeditious resolution of issues of governance as and when they arise. A detailed update on the Board, its committees, their composition, terms and reference, meetings held during FY 2023-24 and the attendance of each member is detailed in the Corporate Governance Report. Statutory Board Committees Other Committees ESG Committee Committee of Directors Share & Debenture Transfer Committee Audit & Risk Management Committee Nomination & Remuneration Committee Corporate Social Responsibility Committee Stakeholders’ Relationship Committee BOARD EFFECTIVENESS Familiarisation Program for Board Members Your Company has a structured programme for the new Board members so as to enable them to understand the nature of the industry in which the Company operates, its management and its operations. They are also familiarised with Company’s organisational and governance structure, governance philosophy/principles, code of conduct & key policies, Board’s way of working & procedures, formal information sharing protocol between the Board and the management, Directors’ roles and responsibilities and disclosure obligations. The details of the familiarisation programme and process followed are provided in the Corporate Governance Report forming part of this Annual Report and can also be accessed on the website of the Company at www.vedantalimited.com. Annual Board Evaluation The Board of your Company is highly committed to ensure transparency in assessing the performance of Directors. Pursuant to the provisions of the Act and the Listing Regulations, the annual evaluation of the performance of the Board of Directors, its Committees, Chairman, Vice- Chairman, Directors, and the governance processes that support the Board’s work was conducted. As a part of governance practice, the Company, had engaged a leading consultancy firm, to conduct the Board Evaluation Process which was facilitated by way of an online structured questionnaire ensuring transparency and independency of the management. The evaluation parameters and the process have been explained in the Corporate Governance Report. Feedback Mechanism The results of evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The Board was satisfied with overall performance & effectiveness of the Board, Committee and Individual Directors and appreciated Company’s ethical standards, transparency and progress on sustainability/ESG during the year. The Board Members also provided their inputs on the Board processes, areas of improvement and the matters for enhancing the overall effectiveness of the Board. It was noted that the Board as a whole is functioning as an effective and cohesive body. BOARD DIVERSITY AND INCLUSION Your Company believes that an organisation is a collective representation of people coming with individual differences in thoughts, personality, unique capabilities and talent that they bring to work. It is an understanding that each individual is unique, and a recognition of our individual differences, so that each and every one feels important, respected, and engaged as we assimilate people with differences including but not limited to nationality, geography, ethnicity, gender or other ideologies. While we strongly appreciate diversity in all forms, achieving gender parity is a priority for the Company. As part of building a diverse workforce, it is critical that membership of the Board includes a diverse mixture of skills, professional & industry backgrounds. A diverse Board will include and make good use of the differences in the skills, knowledge, industry experience, background, race, gender and other qualities of the individual members as a whole. It will have a range of views, insights, perspectives, and opinions to improve its decision-making and benefit the Company’s stakeholders. In line with the aforementioned approach, the Company introduced the Diversity, Equity & Inclusion Policy in August 2023. In view of the above, your Company has adopted the Board Diversity Policy and Diversity, Equity & Inclusion Policy that sets out its approach to diversity. The Policies can be accessed at www.vedantalimited.com. Additional Details on Board Diversity and the key attributes of the Board Members are explicated in the Corporate Governance Report forming part of this Annual Report. POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION The Nomination & Remuneration Policy adopted by the Board on the recommendation of the NRC enumerates the criteria for assessment and appointment/re- appointment of Directors, KMP and SMP on the basis of their qualifications, knowledge, skill, industrial orientation, independence, professional and functional expertise among other parameters with no bias on the grounds of ethnicity, nationality, gender or race or any other such discriminatory factor. The Policy also sets out the guiding principles for the compensation to be paid to the Directors, KMP and SMP; and undertakes effective implementation of Board familiarisation, diversity, evaluation and succession planning for cohesive leadership management. With your Company continuing to comply with the Policy in true letter and spirit, the complete Policy is reproduced in full on our website at www.vedantalimited.com and a snapshot of the Policy is elucidated in the Corporate Governance Report. OBSERVANCE OF THE SECRETARIAL STANDARDS The Directors state that proper systems have been devised to ensure compliance with the applicable laws. Pursuant to the provisions of Section 118 of the Act, during FY 2023-24, the Company has adhered with the applicable provisions of the 236 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 237 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Secretarial Standards ("SS-1 and SS-2") relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs. INDEPENDENT DIRECTORS' STATEMENT The Company has received declaration from all the Independent Directors confirming that they continue to meet the criteria of independence as prescribed under the Act and Listing Regulations and comply with the Code for Independent Directors as specified under Schedule IV of the Act. The Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. In terms of Section 150 of the Act read with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (“IICA”). ANNUAL RETURN In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31 March 2024 is placed on the website of the Company and can be accessed at www.vedantalimited.com. AUDIT REPORTS AND AUDITORS Audit Reports: The Statutory Auditors have issued unmodified opinion on the financial statements of the Company for the year ended 31 March 2024. • The Statutory Auditors’ report for FY 2023-24 does not contain any other qualification, reservation or adverse remarks which calls for any explanation from the Board of Directors. The Auditors’ report is enclosed with the financial statements in the Annual Report. • The Secretarial Auditors’ Report for FY 2023-24 does not contain any qualification, reservation, or adverse remark. The report in form MR-3 is enclosed as 'Annexure D' to the Directors’ Report. Further, in terms of Regulation 24(a) of Listing Regulations, the Secretarial Audit Report of BALCO, an unlisted material subsidiary of the Company is also enclosed as 'Annexure D-1' to this report. Auditors Certificates: • As per the Listing Regulations, the auditors’ certificate on corporate governance is enclosed as an Annexure to the Corporate Governance Report forming part of the Annual Report. The Certificate does not contain any other qualification, reservation, or adverse remark except as mentioned in the report. • A certificate from Company Secretary in Practice certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/ Ministry of Corporate Affairs or any such statutory authority forms part of the Corporate Governance Report. Auditors: Statutory Auditors • M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) had been appointed as the Statutory Auditors of the Company in the 56th AGM to hold office for a period of five (5) years to the conclusion of 61st AGM. • The Auditors have confirmed that they are not disqualified from being re-appointed as Statutory Auditors of the Company. • The report of the Statutory Auditors along with notes to financial statements is enclosed to this Report. The Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. • The auditors have also furnished a declaration confirming their independence as well as their arm’s length relationship with the Company. The Audit & Risk Management Committee reviews the independence and objectivity of the auditors and the effectiveness of the audit process. • The Statutory Auditors were present at the last AGM of the Company. Secretarial Auditors Cost Auditors Internal Auditors • M/s Chandrasekaran Associates, Practicing Company Secretaries had been appointed by the Board to conduct the secretarial audit of the Company for FY 2023-24. • The Company had received a certificate confirming their eligibility and consent to act as the Auditors. • The Secretarial Audit Report for FY 2023-24 forms part of this report and confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. • M/s Shome & Banerjee and M/s Ramnath Iyer & Co., Cost Accountants, had been appointed by the Board to conduct the audit of cost records of the Oil & Gas Business and other Business segments of the Company respectively for FY 2023-24. • M/s Ramnath Iyer & Co., Cost Accountants, were nominated as the Lead Cost Auditors. • The Company had received a certificate confirming their eligibility and consent to act as the Auditors. • The cost accounts and records of the Company are duly prepared and maintained by the Company as required under Section 148(1) of the Act pertaining to cost audit. • M/s KPMG had been appointed as the Internal Auditors of the Company for FY 2023-24 to conduct the Internal Audit on the basis of detailed Internal Audit Plan. • The Company has an independent in-house Management Assurance Services ("MAS") team to manage the Group's internal audit activity and that functionally reports to the Audit & Risk Management Committee. • Pursuant to SEBI circular no. CIR/CFD/CMO1/27/2019 dated 08 February 2019, the Company has also undertaken an audit for all applicable compliances as per the Listing Regulations and circular guidelines issued thereunder. The Annual Secretarial Compliance Report for FY 2023-24 has also been submitted to the Stock Exchanges within the stipulated timeline. • The Secretarial Audit Report of its unlisted material subsidiary is annexed to this report. • The Secretarial Auditors were also present at the last AGM of the Company. REPORTING OF FRAUD BY AUDITORS During the reporting year, under Section 143(12) of Act, none of the Auditors of the Company have reported to the Audit & Risk Management Committee of the Board any instances of fraud by the Company or material fraud on the Company by its officers or employees. LEGAL, COMPLIANCE, ETHICS AND GOVERNANCE FUNCTION The function plays a pivotal role in driving Vedanta’s success by serving as strategists, enablers, and protectors of business interests. Operating within a structured and comprehensive framework, the function meticulously plans, executes, and monitors all legal activities, providing essential support for the Company's strategic objectives. The function is dedicated to protecting the Company's interests and ensuring seamless operations in a dynamic environment. By ensuring comprehensive advisory and compliance services in line with existing regulations and legislative developments, it facilitates the business agenda in areas such as claims and contract management, mergers & acquisitions, dispute resolution, litigation, and adherence to competition laws, business ethics, and governance standards. To deepen the understanding and application of organisational values and principles embedded in Vedanta’s Code of Business Conduct and Ethics, the function annually conducts a mandatory online ethics training module for all employees. Additionally, the function spearheads the Ethics Compliance Month initiative, raising awareness and conducting targeted training sessions on critical ethical issues such as insider trading, prevention of sexual harassment, anti-bribery, anti-corruption, and anti-trust laws, utilising interactive learning tools. The Supplier Code of Conduct ensures that third parties including their employees, agents, and representatives maintain adherence to industry standards and applicable statutory requirements concerning labour and human rights, health, safety, environment, and business integrity. This commitment reinforces the Company’s dedication to ethical practices and integrity across all facets of our operations. Additionally, the function also drives regulatory and legislative changes through effective engagement with the concerned 238 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 239 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 authorities and associations. By identifying opportunities, mitigating risks, and proactively collaborating with cross- functional departments, the function aims to uphold the highest standards of support and efficiency. As technological advancements continue to reshape the market landscape, the function actively seeks to incorporate such advancements in its everyday functionality to streamline compliance frameworks, litigation management, and contract management. The function also has in place various automated systems like compliance tool, and litigation management systems, with further integration of artificial intelligence ("AI") under exploration to enhance its functionality. 8. OTHER DISCLOSURES RELATED PARTY TRANSACTIONS Your Company has in place a Policy on Related Party Transactions (“RPT”) (“RPT Policy”) formulated in line with the provisions of the the Act and Listing Regulations. The Company has voluntarily adopted a stricter policy as against the legal requirements. The Policy may be accessed at www.vedantalimited.com. The Policy sets out the philosophy and processes to be followed for approval and review of transactions with Related Party and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with Related Parties. A detailed landscape of all RPTs specifying the nature, value, and terms and conditions of the transaction is presented to the Audit & Risk Management Committee. Also, a Standard Operating Procedures has been formulated to identify and monitor all such transactions. During FY 2023-24, all the contracts/arrangements/ transactions entered into by the Company with the related parties were in the ordinary course of business and on an arm’s length basis and were in compliance with the provisions of the Act and Listing Regulations other than those mentioned in the 'Annexure IV' of the Corporate Governance Report forming part of the Annual Report. All RPTs are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of RPTs under the Act and Listing Regulations. During the year, the materially significant RPTs pursuant to the provisions of Listing Regulations had been duly approved by the shareholders of the Company in the 58th AGM held on 12 July 2023. Further, there have been no materially significant RPTs during the year pursuant to the provisions of the Act. Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company. SHARE CAPITAL AND ITS EVOLUTION The Authorised Share Capital of the Company is ` 74,12,01,00,000 divided into 44,02,01,00,000 number of equity shares of ` 1/- each and 3,01,00,00,000 Preference Shares of ` 10/- each. There was no change in the capital structure of the Company during the period under review. The details of share capital as on 31 March 2024 is provided below: Particulars Amount (`) Authorised Share Capital 74,12,01,00,000 Paid-Up Share Capital 3,71,75,04,871 Listed Share Capital 3,71,72,06,239 Shares under Abeyance pending allotment 2,98,632* * During the year, the Company allotted 7,200 equity shares from the abeyance category and subsequently listed. As on 31 March 2024, out of the total paid up capital of 3,71,75,04,871 equity shares, 2,98,632 equity shares are pending for allotment and listing and hence kept under abeyance since they are sub-judice. The details of the Capital Evolution has been provided on the Company’s website and can be accessed at www.vedantalimited.com. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES Your Company has 48 subsidiaries (20 direct and 28 indirect) as at 31 March 2024, as disclosed in the notes to accounts. During the year and till date the following changes have taken place in subsidiary companies: • Hindmetal Exploration Services Private Limited incorporated on 26 February 2024. • The Mumbai NCLT and Chennai NCLT had passed orders dated 06 June 2022 and 22 March 2023 respectively to sanction the scheme of amalgamation of Sterlite Ports Limited ("SPL"), Paradip Multi Cargo Berth Private Limited ("PMCB"), Maritime Ventures Private Limited ("MVPL"), Goa Sea Port Private Limited ("GSPPL"), wholly-owned subsidiaries/step down subsidiaries of Sesa Resources Limited ("SRL"), with Sesa Mining Corporation Limited ("SMCL"). MCA statutory filing has completed on 18 January 2024 which is the effective date of merger. • Meenakshi Energy Limited has been acquired on 27 December 2023 under the liquidation proceedings of IBC, 2016. • Copper Mines of Tasmania ("CMT"), wholly-owned subsidiary of Vedanta Limited through intermediate holding company, Monte Cello B.V. ("MCBV") was sold on 17 November 2023. • Vedanta Copper International VCI Company Limited incorporated on 14 November 2023. • Vedanta Iron and Steel Limited incorporated on 10 October 2023. • Vedanta Base Metals Limited incorporated on 09 October 2023. • Vedanta Aluminium Metal Limited incorporated on 06 October 2023. • Sesa Iron and Steel Limited incorporated on 06 September 2023. • Vedanta Displays Limited and Vedanta Semiconductors Private Limited have been acquired on 27 July 2023 from Twin Star Technologies Ltd via Share Purchase Agreement. As at 31 March 2024, the Company has 06 associate companies and joint ventures. Associate Companies and Joint Ventures: • Gaurav Overseas Private Limited • RoshSkor Township (Pty) Ltd • Goa Maritime Private Limited • Madanpur South Coal Company Limited • Rosh Pinah Health Care (Proprietary) Limited • Gergarub Exploration and Mining (Pty) Limited As required under Listing Regulations, the Consolidated Financial Statements of the Company and its subsidiaries and joint ventures, prepared in accordance with Ind AS 110 issued by the Institute of Chartered Accountants of India, form part of the Annual Report. During the year, the Board of Directors have reviewed the affairs of the subsidiaries. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiary and associate companies is attached to the financial statements in Form AOC-1. The statement also provides details of performance and financial position of each of the subsidiaries and their contribution to the overall performance of the Company. In accordance with Section 136 of the Act, the audited Standalone and Consolidated financial statements of the Company along with relevant notes and separate audited accounts of subsidiaries are available on the website of the Company at www.vedantalimited.com. Copies of the financial statements of the Company and of the subsidiary companies shall be made available upon request by any member of the Company. Additionally, these financial statements shall also be available for inspection by members on all working days during business hours at the Registered Office of the Company. MATERIAL SUBSIDIARIES The Company has adopted a policy on determination of material subsidiaries in line with the Listing Regulations. The policy aims to determine the Material Subsidiaries and Material Unlisted Indian Subsidiaries of the Company and to provide the governance framework for such subsidiaries. The policy may be accessed at www.vedantalimited.com. In accordance with Regulation 16(1)(c) of the Listing Regulations, your Company has the following material subsidiary companies during FY 2023-24: • Hindustan Zinc Limited ("HZL"), a listed subsidiary; • Cairn India Holdings Limited ("CIHL"), an unlisted subsidiary; and • Bharat Aluminium Co. Limited ("BALCO"), an unlisted subsidiary. Further, SEBI vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023, requires additional details to be provided for material subsidiaries. The details are as follows: Particulars Material Subsidiary HZL CIHL BALCO Date of Incorporation 10 January 1966 02 August 2006 27 November 1965 Place of Incorporation Udaipur Jersey New Delhi Name of Statutory Auditors S.R. Batliboi & Co. LLP MHA MacIntyre Hudson S.R. Batliboi & Co. LLP Date of appointment of Statutory Auditors 09 August 2021 10 March 2021 17 September 2021 In terms of the provisions of Regulation 24(1) of the Listing Regulations, appointment of one of the Independent Directors of the Company on the Board of unlisted material subsidiary was applicable on CIHL and BALCO. In compliance with the above requirement, Mr. Dindayal Jalan, Independent Director of the Company, had been appointed as Director of CIHL effective 30 November 2021. Also, Mr. Jalan is already on the Board of BALCO since 2020. The Company is in compliance with the applicable requirements of the Listing Regulations for its subsidiary companies during FY 2023-24. DEBENTURES During FY 2023-24, your Company has raised ` 5,900 crore through issuance of Non-Convertible Debentures ("NCDs") of face value of ` 1,00,000 each on private placement basis as per the following details: Security Description Date of Allotment No. of NCDs Total Amount (in ` Crore) Tenor Maturity Date Secured Unrated Unlisted Redeemable NCDs 27 September 2023 2,50,000 2,500 01 year 06 months 27 March 2025 Secured Unrated Unlisted Redeemable NCDs 21 December 2023 3,40,000 3,400 01 year 06 months 21 June 2025 Further, the details with respect to outstanding listed NCDs as on 31 March 2024 have been detailed in the Corporate Governance Report. 240 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 241 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 COMMERCIAL PAPERS The Commercial Papers ("CPs") issued by the Company which were listed on National Stock Exchange of India Limited have been duly redeemed during the year. As on 31 March 2024, there are no outstanding CPs. UNCLAIMED SHARES Pursuant to the SEBI Circular and Regulation 39 of Listing Regulations regarding the procedure to be adopted for unclaimed shares issued in physical form in public issue or otherwise, the Company has a separate demat account in the title of ‘Vedanta Limited – Unclaimed Suspense Account' with HDFC Bank Limited. The details of shares lying in the unclaimed suspense account are provided below: Description No. of shareholders No. of Equity shares of ` 1/- each Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year; 451 4,59,616 Number of shares transferred to the unclaimed suspense account during the year - - Number of shareholders who approached issuer for transfer of shares from suspense account during the year; 06 12,688 Number of shareholders to whom shares were transferred from suspense account during the year; Number of shares transferred to Investor Education and Protection Fund ("IEPF") account pursuant to IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with Amendment Rules, 2017 78 42,053 Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares 367 4,04,875 Dividend and other amounts transferred/credited to IEPF during 2023-24 The details of dividend and other unpaid/unclaimed amounts transferred to IEPF during the year are provided below: Dividend and other unpaid/unclaimed amounts transferred to IEPF during the year Financial Year Type of Amount Date of Declaration Amount transferred to IEPF (in `) Date of transfer to IEPF 2015-16 Final Dividend 21 July 2016 31,99,635 12 September 2023 2016-17 Interim Dividend 28 October 2016 1,66,08,143 20 December 2023 Total 1,98,07,778 *In addition to the above transfers, an amount of ` 10,000 pertaining to Unpaid Matured Deposits and interest accrued thereon has been identified and transferred to IEPF during the year. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND In accordance with the provisions of the Act, 2013 and IEPF Rules, as amended from time to time, the Company is required to transfer the following to IEPF: • Dividend amount that remains unpaid/unclaimed for a period of seven (7) years; and • Shares on which the dividend has not been paid/claimed for seven (7) consecutive years or more. Additionally, pursuant to Rule 3(3) of IEPF Rules, in case of term deposits of companies, due unpaid or unclaimed interest shall be transferred to IEPF along with the transfer of the matured amount of such term deposits. Your Company, in its various communications to the shareholders from time to time, requests them to claim the unpaid/unclaimed amount of dividend and shares due for transfer to IEPF established by the Central Government. Further, in compliance with IEPF Rules including statutory modification(s) thereof, the Company publishes notices in newspapers and sends specific letters to all shareholders whose shares are due to be transferred to IEPF, to enable them to claim their rightful dues. Basis the continuous efforts of the Company, a total of 128 investor claims have been released from IEPF till 31 March 2024 aggregating to 1,87,588 shares. In view of specific order(s) of court/tribunal/statutory authority restraining transfer of shares and dividend thereon, such shares and unpaid dividend have not been transferred to IEPF pursuant to Section 124 of the Act and Rule 6 of IEPF Rules including statutory modification(s) or re-enactment(s) thereof. The details of dividend declared during the year on shares already transferred to IEPF are provided below: Dividend declared during FY 2023-24 on shares already transferred to IEPF Financial Year Type of Dividend Date of Declaration Amount transferred to IEPF (in `) Date of transfer to IEPF 2023-24 Interim Dividend (1st) 22 May 2023 8,15,36,455.07 12 June 2023 2023-24 Interim Dividend (2nd) 18 December 2023 4,86,69,693.09 10 January 2024 Total 13,02,06,148.16 Shares transferred/credited to IEPF during FY 2023-24 During the year, the Company transferred 2,69,268 equity shares of ` 1/- each held by 886 shareholders to IEPF. The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on 12 July 2023 (the date of last AGM) on the website of the Company at www.vedantalimited.com. Further, the details of equity shares transferred are also made available on the website of the Company at www.vedantalimited.com. The shareholders whose shares/dividends have been transferred to IEPF can claim the same from IEPF in accordance with the prescribed procedure and on submission of such documents as prescribed under the IEPF Rules. The process for claiming the unpaid shares/dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on the website of the Company at www.vedantalimited.com. Dividend due to be transferred to IEPF during FY 2024-25 The dates on which unclaimed dividend and their corresponding shares would become due to be transferred to IEPF during FY 2024-25 are provided below: Dividend due to be transferred to IEPF during FY 2024-25 Particulars Date of Declaration Date of completion of seven years Due date for transfer to IEPF Amount as on 31 March 2024 (in `) 2nd Interim Dividend 2016-17 30 March 2017 04 May 2024 03 June 2024 17,48,02,651.60 Total 17,48,02,651.60 Ms. Prerna Halwasiya, Company Secretary & Compliance Officer of the Company is designated as the Nodal Officer under the provisions of IEPF. The contact details can be accessed on the website of the Company at www.vedantalimited.com. TRANSFER TO RESERVES The Company proposes Nil transfer to General Reserves out of its total profit of ` 6,623 crore for the financial year. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised as per the provisions of Section 186 of the Act are provided in the standalone financial statements. (Please refer to Notes to the Standalone Financial Statments forming part of this Annual Report). FIXED DEPOSITS As on 31 March 2024, deposits amounting to ` 44,000 remain unclaimed. Since the matter is sub judice, the Company is maintaining status quo. PUBLIC DEPOSITS The Company has not accepted any deposits falling under the ambit of Section 73 of the Act and the Rules framed thereunder during the year under review. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY No material changes and commitments have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS The significant and material orders which have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company’s operations in the future, are provided below: Copper Division The Company had filed a Special Leave Petition before the Hon’ble Supreme Court against the order of Division Bench of Madras High Court vide which the Court had upheld the 242 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 243 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 closure of the Copper Smelter Plant at Thoothukudi. The Hon’ble Supreme Court on 29 February 2024 concluded that the Special Leave Petition did not warrant interference under Article 136 of the Constitution of India and dismissed the Special Leave Petition filed by the Company. The Company has filed a review petition against the order passed by the Hon’ble Supreme Court and the listing of the same is awaited. CHANGE IN NATURE OF BUSINESS OF COMPANY There is no change in the nature of business of the Company during the year under review. FAILURE TO IMPLEMENT ANY CORPORATE ACTION There were no instances where the Company failed to implement any corporate action within the specified time limit. GENERAL DISCLOSURES (a) There are no pending legal proceeding against the Company under Insolvency and Bankruptcy Code, 2016. (b) There was no instance of one-time settlement with any bank or financial institution during FY 2023-24. 9. AWARDS AND RECOGNITION In a bid to maintain its persistent quest for steady growth and continued excellence, the Company continues to ensure its commitment towards maintaining the highest standards of corporate governance and sustainable practices. As a recognition for its impactful innovations and focused drive to achieve best-in-class operations, the Company has secured a multitude of accolades at various forums while acquiring plaudits as the recipient of numerous prestigious awards for demonstrating its business ethos. These embellishments to Vedanta’s cognizant candidature deliver a testament to the progress made by the Company and honour its diligent efforts towards delivering value for the welfare of all stakeholders and the society as a whole. The Company further strives to lead the path with continuous disciplined improvements in its business practices. The details of the awards and recognitions secured by the Company have been highlighted in a separate section in the Integrated Annual Report. 10. DIRECTORS’ RESPONSIBILITY STATEMENT As stipulated in Section 134 of the Act, the Directors subscribe to the “Directors’ Responsibility Statement” and to the best of their knowledge and ability, hereby confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same; (b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year, i.e., 31 March 2024 and of the profit and loss of the Company for that period; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Company’s assets and for preventing and detecting fraud and other irregularities; (d) the annual accounts have been prepared on a going concern basis; (e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 11. ACKNOWLEDGEMENTS AND APPRECIATION At Vedanta, our business is deftly managed by an adroit set of leaders with global and diverse experience in the sector in order to accomplish the mission of carving our niche as the leading global natural resource Company. The professionally equipped and technically sound management has set progressive policies and objectives, follows best global practices, all with a plausible vision to take the Company ahead to the next level. Having received external reassurance in all our commitments over the years, the directors take this opportunity to place on record, their sincere appreciation for the central and state government authorities, bankers, stock exchanges, financial institutions, depositories, analysts, advisors, local communities, customers, vendors, business partners, shareholders, and investors forming part of the Vedanta family for their sustained support, admirable assistance and endless encouragement extended to the group at all levels. We would also like to express our earnest regard to all employees for their ardent enthusiasm and interminable efforts directed towards lodging significant and effective contributions to the continued growth of the Company. Our heartiest gratitude is further undertaken to be rendered to all our stakeholders for their unflinching faith in the Company. We look forward for bestowal of your continued support and solidarity in future as we diligently strive to deliver enhanced value for our stakeholders and inscribe on the footprints of nation building for one of the fastest growing economies of the world. For and on behalf of the Board of Directors Anil Agarwal Non-Executive Chairman DIN: 00010883 Place: London Date: 25 April 2024 ANNEXURE A Conservation of Energy and Technology Absorption (A) Conservation of Energy: Conservation of natural resources continues to be the key focus area of your Company. Some of the important steps taken in this direction follow. OIL AND GAS BUSINESS: Rajasthan Operations i. Conversion of steam driven power fluid pump to motor driven pump at Mangala Processing Terminal leading to emission reduction & energy efficiency. Annual GHG emission reduction potential of ~ 86,000 tCO2e. ii. Reduction in fuel gas consumption through GTGs by enhancing contract demand & utilisation of Grid Power at Bhogat terminal. Annual GHG emission reduction potential of 16,200 tCO2e. iii. Flare Gas utilisation from KW-02 through gas cascading & bottling: Annual GHG reduction potential of 6,000 tCO2e. iv. Reduction in RDG flare through digital twin process. Annual GHG emission reduction potential of 4,110 tCO2e. v. Commissioning of solar rooftop (15 KW) on another 16 AGIs of pipeline operations. Annual GHG reduction potential of ~300 tCO2e. vi. Commissioning of solar rooftop of 126 KWp at Raag gas WPs. Annual GHG reduction potential of 157 tCO2e. vii. Energy Conservation by conversion of induction motor to Permanent Magnetic motor ("PMM") has resulted in energy saving of ~7,750 GJ & GHG reduction of ~1,550 tCO2e in FY 2023-24. viii. Replacement of R-22 based HVACs to Inverter based HVACs with ODS free & less GWP refrigerants at RJ South resulted in annual energy saving of ~385 GJ. ix. Installation of airtron energy saver in 100 Nos. of split ACs in RJ South resulting in annual energy conservation of 480 GJ. Cambay Operations i. Installed and commissioned 40 kWp on two wheeler parking shed resulting in energy saving of 31,500 kWh. ii. Replaced total 94 no. of conventional lights with LED, resulted in energy saving of 33,500 kWh. COPPER BUSINESS: i. Phase out of less efficient motors with IE4 rated motors having higher efficiency to reduce energy consumption and subsequent emission. Total 8 motors have been installed & 12 Nos. considered under phase 2 implementation. (Total Project Saving – 3,47,000 kWh/ Annum). ii. Reduction of fuel consumption in Piparia Casting Plant by optimising the furnace burners negating 87,600 Kg/ Annum and associated emission reduction of 261 tCO2eq/Annum (Scope 1 Emission). iii. Secondary copper consumption for FY 2023-24 – 27,052 MT. • Silvassa – 24,693 MT estimated reduction of 61,733 tCO2eq. (Scope 3 Emission). • Fujairah – 2,359 MT estimated reduction of 5,897.5 tCO2eq. (Scope 3 Emission). SESA GOA BUSINESS: VAB i. Usage of biodiesel for oven heating operation, thus reducing the emissions from conventional HSD usage (Reduction ~500 tCO2 emission). ii. Installed free EV charging station at VAB for employees and community. (Reduction ~500 tCO2 emission). iii. Replacing 2 Nos. old blower motors with IE4 motors (Saving – 3,61,200 kWh/annum). iv. Conversion of conventional lamps with LED lamps (Saving – 42,000 kWh/annum). Iron Ore Goa (“IOG”) i. Installation of 60 no. of LED Streetlights in Haul Road from NSP to 3-Top, 4-Top to Common Boundary and ¾ Bottom. The streetlight uses timer-based automatic switching on/off of lights which cuts down extra usage of energy. Iron Ore Odisha (“IOO”) i. 132 KW*2 and 75 KW*1 = 339 KW Pumps replaced with single 315 KW, IE3 dewatering pump running on VFD in FEEGRADE Mine resulted in energy saving of 2,34,738 kWh, pumping efficiency increase of 120% (which translates to additional 76,772 kWh of energy saving) and Power bill reduction of 13% per month of the overall power bill in FY 2023-24 (Commissioning date 01 October 2024). ii. Replacement of 4 existing starters of BICO washing plant with VFD. • Saving of 3,060 kWh in FY 2023-24 (Apron Feeder VFD). • Saving of 3,825 kWh in FY 2023-24 (Classifier VFD). • Saving of 33,660 kWh in FY 2023-24 (Scrubber VFD). • Saving of 11,220 kWh in FY 2023-24 (Slurry Pump VFD). 244 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 245 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 iii. LED Lights are installed in both the mines and offices etc. for both indoor lighting as well as outdoor lighting. 24 KW of HPSV is replaced with LED Light (Energy saving of 16,200 in FY 2023-24). POWER BUSINESS: 2,400 MW Jharsuguda i. U#1,3,4 HP heater 3 performance improved by sealing the leaking tubes. Savings of 0.6 KCal/kWh. ii. U#2 Flue gas duct leakage correction done resulted in savings of 400 kWh. iii. U#2 Fabric filter bags replaced resulted in savings of 400 kWh. iv. U#2 HP bypass valve passing correction done resulted in savings of 0.6 KCal/kWh. CPP 1,215 MW Jharsuguda i. Air preheater basket jet cleaning for 3 units (Unit 9, 6 and 8) to reduce the high flue gas exit temperature to design level saving 7.5 KCal/kWh. ii. Turbine Overhauling (HIP carrier refining) in Unit#9 to improve HP cylinder efficiency resulted in saving of 8 KCal/kWh in heat rate for the unit. iii. Replacement of Air preheater seals and fabric filter bags, flue gas duct repairing for 3 units (Unit 9, 6 and 8) to reduce Induced Draft and Primary Air fans consumption by 730 kWh. iv. Chemical cleaning of condenser done for 3 units (Unit 9, 6 and 8) to improve cleanliness factor and reduce vacuum losses benefits vacuum improvement of 0.6 KPA and 9 KCal/kWh savings of heat rate in unit. v. Condenser bullet cleaning done in Unit #9, 6 and 8 to save in heat rate by 9 KCal/kWh for the units combined. vi. 2 no. Cooling Water system bucket strainer taken in service after refurbishment to rectify frequent condenser choking. vii. 1 Mill grinding media replaced (9C) to improve mill fineness and optimise combustion efficiency reduces Auxiliary power consumption by 0.08% per unit. ALUMINIUM BUSINESS: Smelter Plant-1 (Jharsuguda) Electrical Energy DC Energy saving i. 100% graphitised cathode implementation in smelting pots. ii. Current efficiency improvement in Potline to 95.28%. iii. RUC copper inserted collector bar for pot cathode in 4 pots with savings of 458 kWh/MT per pot. iv. Vedanta Lining Design implemented in 90 pots with savings of 195 kWh/MT per pot. AC auxiliary Energy saving i. 100% Graphitised Cathode Implementation in smelting pots. ii. Installation of Energy efficient IE3 motors at various areas of plant. iii. Conventional Light replacement with LED in High mast office area, shop floor, pathway. iv. Retrofitting and software upgradation work in 2 metal tapping vehicles. v. Biodiesel implementation in all Technological vehicles (In 80:20 ratio). vi. Rectifier conversion efficiency improvement from 98.62% to 98.64%. vii. Compressor efficiency improvement. viii. Dryer efficiency improvement. ix. Energy efficient distil water pump installation in power track. x. Optimisation of blower running time in Heating ramps of furnace. Smelter Plant-2 (Jharsuguda) Electrical Energy DC Energy saving i. 100% graphitised cathode implementation in smelting pots. ii. Current efficiency improvement in Potline is 94.47%. iii. RUC copper inserted collector bar for pot cathode in 6 pots with saving of 522 kWh/MT per pot. iv. Vedanta Lining Design implemented in 89 pots with savings of 274 kWh/MT per pot. AC auxiliary Energy saving i. Drive installation in CWP in Cast House-2. ii. Hydro jet cleaning of airlift blower pipe. iii. Hot well pump elimination in Rodding. iv. VFD installation for Cold Well Pumps. v. Mill productivity enhancement from 34tph to 37tph (Average Running Hrs*Average kWh/hour). vi. HP#3 Compressor Overhauling. vii. Pneumatic no-loss Drain Valve installation in 4 compressors. viii. Old BR/CR motor replaced with IE3 motor in Bake oven. ix. Deployment of battery-operated forklifts. x. Replacement of conventional lights with LED lights. xi. VFD installation in furnace ID fan at Rodding plant. Lanjigarh – Refinery The following major energy conservation measures are taken at Lanjigarh: i. Efficiency improvement in cooling water pumps by anti‑frictional coating. Annual savings of 1.764 lakhs units of electrical energy. ii. Power factor improvement in the refinery from 0.84 to 0.95. Annual savings of 12.64 lakhs units of electrical energy. iii. Energy saving from speed optimisation through pulley replacement and Variable speed drives in PDS transfer pump, Flash steam condensate pumps and wash water pumps. Annual saving of 14.23 lakhs units of Electrical Energy. iv. Improvement of Specific FO by 1.34 Kg/T by implementation of APC, online blind system for CCL pan filter to reduce hydrate moisture and refractory replacement. v. LED light replacement of 2,400 conventional lights. Annual savings of 2.16 lakh units of Electrical Energy. vi. Improvement of Liquor productivity from 82 GPL to 84 GPL by improving ISC performance in PPT circuit. Annual savings of 72 lakh units of Electrical Energy. vii. Replacement of 101 nos. of IE1 motor to energy efficient IE3 motors. Annual savings of 11.38 lakhs units of Electrical energy. viii. Segregating Griding media in Ball Mill 2,3- and thereby improving throughput. Annual savings of 16.32 lakhs units of Electrical Energy. ix. Steam economy improvement of Evaporation 1 and 2 by increasing Heat transfer coefficient in calandria tubes. Specific steam savings of 0.2 T/T of Hydrate. x. Increase in throughput of Ball mill 1&2 by increasing capacity of feed pump and product discharge pump. Annual Electrical savings of 72 lakhs units of Electrical energy. xi. Enhancement of Indirect Heat Exchanger operation from 75% to 85% (through tube replacement) by retubing 6 number of bundles. Annual savings of 30 kt of steam energy. xii. Performance improvement of live steam heaters in Digestion unit. Annual savings of 40 kt of steam energy. xiii. Steam savings by replacement of steam traps in Digestion, Evaporation and CGPP units. Annual Savings of 3 kt of steam. Lanjigarh – CGPP i. Replacement of Cooling Tower fills in CGPP. Annual savings of 2.6 lakhs units of electrical energy. ii. Air pre-Heater replacement in Boiler 1 and Boiler 3. Savings of 23,400 tonnes of coal per annum. iii. Successful firing of 358 T Biomass in Boilers in FY 2023-24. (B) Additional investments and proposals, if any, being implemented for reduction of consumption of energy OIL & GAS BUSINESS: Rajasthan Operations i. Renewable Energy Sourcing of another 47 MW RTC power is under discussion with renewable energy players. ii. Conversion of 2 more steam driven pumps to motor driven pumps at Mangala Processing Terminal for emission reduction & energy efficiency. Annual GHG emission reduction potential is ~1,30,000 tCO2e. iii. Installation of Microturbine (2*0.8 MW) at Mangala Processing Terminal. Annual GHG reduction potential of 11,400 tCO2e. iv. Replacement of Conventional Lights with Solar & LED at MBA and Midstream operations. v. Installation of Air conditioners with non-Ozone Depleting substance refrigerant and energy saving Inverter in MBA and midstream operations. vi. Commissioning of 59 kWh SRP Solar Rooftop plant. vii. Flare gas recovery using Gas compression Package and Pipeline from Tukaram to RGT/RDG. Annual GHG emission reduction potential up to 85,000 tCO2e. viii. Installation of Gas Engine Generator at Tukaram-1Z. Ravva Operations i. Replacement of Conventional Lights with LED at Ravva. ii. Conversion of Diesel driven compressor with Motor driven (Blasting & Painting compressor). COPPER BUSINESS: i. Installation of Biomass fired Boiler. ii. VFD installation for RCW Pumps in 35TPH CCR – Project. iii. 100% RE power project. 246 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 247 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 iv. VFD installation for standby cooling tower pump and HF blower (Estimated energy saving – 47,232 kWh/year) – Copper Fujairah. v. Energy efficient Air compressor (Estimated energy saving – 54,000 kWh/year) – Copper Fujairah. SESA GOA BUSINESS: VAB i. Installation of solar power plant ~100 KW capacity at admin and parking area of VAB. ii. Installation of EV charging stations for employees and community. IOK i. 2.5 MW Solar RE PPA. IOO i. Conversion of power source of 250KW BICO Mine dewatering pump from DG supply to grid supply has resulted in reduction of diesel consumption by 151.2 KL in FY 2023-24 (commissioning date 11 November 2023). Furthermore, the motor is running with a VFD resulting in additional energy saving of 5,38,740 kWh per annum. ii. Conversion of power source of Crusher in BICO mine from DG supply to grid supply has resulted in reduction of diesel consumption by 292.5 KL in FY 2023-24. POWER BUSINESS: 2,400 MW Jharsuguda Proposals i. NDCT fills replacement and condenser chemical cleaning of Unit 3. ii. Flue gas duct leakage correction of Unit 3. iii. Air preheater seals and basket replacement of unit 3. iv. Flue gas duct replacement of Unit 2. v. NDCT fills replacement & condenser chemical cleaning of Unit 2. vi. APH basket cleaning & seal replacement of Unit 2. 1,215 MW Jharsuguda Proposals i. Double layer bucket strainer installation for 5 units. ii. Air preheater Basket replacement for 1 unit. iii. Mill grinding media replacement for 6 Mills. iv. Additional cooling tower installation for 1 unit. v. ESP bag filter replacement for 1 unit. vi. Seal trough bottom hopper replacement for 2 units. ALUMINIUM BUSINESS: Smelter Plant-1 (Jharsuguda) i. 100% Graphitised cathode implementation in smelting pots. ii. Replacement of old motors with Energy efficient motor. iii. Replacement of conventional lights with LED lights. iv. Vedanta Lining Design implementation in smelting pots. v. RUC copper inserted collector bar for pot cathode. Smelter Plant-2 (Jharsuguda) i. 100% Graphitised cathode implementation in smelting pots. ii. Vedanta Lining Design implementation. iii. Vedanta pot controller and Pot technology upgradation. iv. Replacement of conventional lights with LED lights. v. Replacement of old motors with Energy efficient motor. (C) Impact of above measures in (A) and (B) for reduction of energy consumption and consequent impact of cost of production of goods OIL AND GAS BUSINESS: Rajasthan Operations i. Conversion of steam driven power fluid pump to motor driven pump at Mangala Processing Terminal leading to emission reduction & energy efficiency. Annual energy saving of ~14,40,000 GJ. ii. Renewable energy generation from solar rooftop (15 KW) on 16 AGIs of pipeline: ~2,52,400 kWh/annum. iii. Renewable energy generation from 126KWp at Raag gas WPs: ~1,25,700 kWh/annum. iv. Energy Conservation by conversion of induction motor to Permanent Magnetic motor (PMM) has resulted in energy saving of ~7,750 GJ in FY 2023-24. v. Replacement of R-22 based HVACs to Inverter based HVACs with ODS free & less GWP refrigerants at RJ South resulted in annual energy saving of ~385 GJ. vi. Installation of airtron energy saver in 100 no. of split ACs in RJ South resulting in annual energy conservation of 480 GJ. Ravva Operations i. Conversion of Diesel compressor with electric motor driven compressor reduced 61.55 tCO2e emissions and reduction in energy consumption by 198.4 GJ/Year. ii. Replaced Conventional Lights with LED at Ravva resulting 89 MWH savings for the year. Cambay Operations i. Installed and commissioned 40 kWp resulting in energy saving of 31,500 kWh. ii. Replaced total 94 no. conventional lights with LED resulting in energy saving of 33,500 kWh. SESA GOA BUSINESS: VAB i. The energy conservation measures undertaken in various areas in FY 2023-24 have an annual saving potential of 403 MWH of electricity per annum for VAB. IOO i. In FY 2023-24, by converting the remaining dewatering pumping from diesel to electricity, 443.7 KL diesel was saved and by using LED lights and Variable Frequency Drives ("VFDs"), 841.463 MWH power was saved. POWER BUSINESS: 2,400 MW Jharsuguda i. Estimated reduction of Auxiliary Power Consumption ("APC") by 0.55% from FY 2022-23 to FY 2023-24 with increase in net generation by 115 million units. ii. Estimated Specific Coal Consumption ("SCC") reduction by 23 Gms/kWh from FY 2022-23 to FY 2023-24 with Coal Saving of 4.3 LMT. iii. Estimated forced outage reduction by 0.8% from FY 2022-23 to FY 2023-24 with increase in availability by 280 Hrs. iv. Estimated Plant Load Factor ("PLF") increased by 13% from FY 2022-23 to FY 2023-24 with generation increase by 2,733 million units. v. Estimated increase of availability by 6% from FY 2022-23 to FY 2023-24 with increase in available time by 1,800 Hrs. 1,215 MW Jharsuguda i. PLF increased by 4.09% Y-o-Y. ii. Station utilisation increased by 4.62% since FY 2022‑23. iii. SCC reduction by 5.01 Gms/kWh. iv. APC reduction by 0.15% Y-o-Y. v. Forced outage reduction by 0.93% Y-o-Y. ALUMINIUM BUSINESS: Smelter Plant-1 and 2 (Jharsuguda) i. Specific energy consumption reduction by 55 kWh/ tonne. (D) The steps taken by the Company for utilising alternate sources of energy COPPER BUSINESS: i. Initiated 825 KW Solar power Project. ii. Planning to setup Renewable Energy ("RE") hybrid power through Group Captive Power Purchase ("GCPP") model. SESA GOA BUSINESS: IOK i. 2.5 MW Hybrid RE PPA. Met Coke Vazare i. Solar hybrid lights for main gate to junction. VAB i. 100 KW solar power plant installation in progress. ii. EV charging station setup. IOO i. Planning for installation of 100 KW Solar Plant. FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION RESEARCH AND DEVELOPMENT (R&D) Specific areas in which R&D carried out by the Company POWER BUSINESS: 2,400 MW Jharsuguda i. Coal Quality tracker developed to analyze coal quality coming from different mines through different transporters for day ahead planning of generation & gap analysis. ii. Online startup monitoring program developed for effective monitoring of parameters during unit startup for deviations capturing & mitigation at the same time to reduce startup time & oil consumption. iii. Online vibration monitoring system developed for enhancing the reliability of mills through which we can online monitor the healthiness of different parts of mills so that outage losses can be minimised and deviations can be corrected within short frame. iv. Acoustic leak detection system ("ASLD") to be installed in Unit#3 for early detection of boiler failure & minimised shutdown time. v. Separated overfire damper ("SOFA") installed in Unit#3 for better control over boiler tube metal temperatures and enhancing combustion. vi. Economiser tubes changed from fin type to bare type in Unit#3 for enhancing reliability. 248 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 249 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Technology Absorption, Adaptation, and Innovation Benefits derived as a result of above efforts in brief made towards technology absorption, adaptation, and innovation OIL & GAS BUSINESS: Rajasthan Operations Operations • Advance Process Control ("APC") implemented in CPP to improve boiler efficiency further by optimisation of excess O2, automation of ACC fan operation and in steam turbine generators ("STGs") for maximising power generations. • New motor driven PF pump installed to optimise inhouse power generation by reducing stem venting loss. • Automation on intermittent producing wells at RJ South for increasing uptime of cyclic wells. • Online inspection of Storage tanks at RJ South with Robotic Crawler. • Reduction in Trucking from SSF field at RJ South by installation and commissioning of Oil export pipeline. Petroleum Engineering • Artificial lift optimisation in Bhagyam field leading to improved MTBF (~40%) and resulted in additional volume of ~1,500 BOPD. • Implementation of Inhouse developed digital solutions (Metador & PCP Connect) to optimise wells and artificial lift across MBA fields that not only helped to run wells at their technical limits but also increased well uptime. • Development of in-house downhole gas separator and screen for unconventional ABH wells with rod lift for better pump performance and run life. • Implementation of hydraulic fracturing technology as an alternate solution for productivity improvement in high permeable MBA field. • Innovated lean well test system and H2S scrubber for routine well services activity for improved turnaround time ("TAT"). • Optimisation of well services and workover chemical recipes with Thumbli water & detailed fluid chemistry study. • “Waste to Wealth generation” in Bhagyam PCP wells by novel completion design by using ESP pulled out sensors (in-house design and modification in existing equipment). • Revival of (almost) abandoned wells using new- generation customised fishing & milling tools. • Velocity string installation for low producing wells at RJ South to increase production by preventing water loading in wells. • Upgradation of Static and Dynamic Model from Version 4.1 to 5 for increasing accuracy of reserve estimation and business planning. HSE • AI based surveillance was adapted in MPT and Well pads, capable of detecting both unsafe act and unsafe conditions. • Virtual Reality ("VR") based training was provided to employees and business partners. • Presence of Spark arrestor in vehicle is now being captured through cameras. • Tanker digitalisation Mobile Application for pre- unloading inspection of crude oil tanker. • Dashboard for tracking key metrics, trend analysis and gaining insights into historical data for Unloading tankers. • HSE Passport digitalisation. Digital Asset Performance Management ("APM") – APM solution from GE Digital's Meridium is implemented across MBA fields. Key Advantages of implementing this solution – • Predictive Maintenance: Provides advanced analytics and predictive modelling to anticipate equipment failures before they occur. By analysing historical data, monitoring real-time performance metrics, and identifying early warning signs of potential issues. • Improved Asset Reliability: By monitoring asset health and performance in real-time, it helps to optimise asset reliability and uptime. • Increased Operational Efficiency: This will help in optimising asset performance and operational efficiency by providing actionable insights into asset health, reliability, and maintenance needs. By streamlining maintenance processes, reducing equipment downtime, and maximising asset utilisation, it can improve productivity, reduce operating costs, and enhance overall profitability. • Implementation of Industrial Internet of Things ("IIoT") at RJ South for health monitoring & predictive analysis of critical equipment. • Digital Twin implementation at RJ South for process optimisation by online dynamic modelling simulation. Energy Consumption Efforts were made to reduce energy consumption and minimise energy losses by implementing – • HVAC Digitalisation system in four sections within the Mangla Processing Terminal and Raageshwari Gas Terminal by using IIOT devices to collect key performance parameters in real time in the cloud infrastructure. Providing key benefits like - Centralised remote monitoring, access, and control of HVACs. Also improving equipment efficiency, energy saving and reducing carbon footprint, predicting equipment failures and shifting from preventive maintenance to Condition-based Maintenance. • Steam Trap Monitoring using Iot Devices has enabled real time monitoring and AI based automated analysis of trap health via proprietary detection algorithm to detect the state of the steam traps. This initiative utilises IoT-enabled temperature sensor to monitor and alert about the steam trap failures. Plant Automation • Remote monitoring of Aishwarya Barmer Hills ("ABH") field SRP wells using dyna card for well monitoring and production optimisation. • Remote Equipment health monitoring for vital equipment using Internet of Things technology was carried in MPT as part of POC for real time monitoring of parameters and triggering and notifying the faults to users. • Central control room concept for SSF and RDG for better monitoring initiated. Ravva Operations • Development of automated virtual metering tool (daily automated well rate estimation). The tool utilises powerful algorithm and visualisation tools. This tool was developed internally, and user acceptance testing is in progress. Cambay Operations • Installed one of its kind gas engine driven horizontal pump system (2 no.) on LB Platform. • Retrofit gas lift arrangement using Jet pump was done in LA-07 well where no GLM was present in the upper completion. • Special 2½” size tractor was designed from the business partner due to complex well trajectory and intervention challenges. Wireline was conveyed along with tractor to perforate GA-07 well to yield incremental gas production. • Through tubing perforation in the middle completion and application of straddle patch system to unlock target zone behind the tubing & casing. Patch installation facilitated to divert gas through GLM for controlled flow in LB-11. • Successful mechanical water shut off job conducted in LA-10. • Deterministic and stochastic seismic inversion study carried out for Babaguru and Tarkeshwar intervals. SESA GOA BUSINESS: VAB • Turbine upgradation in power plant to increase the generation of PP-2 from 30 MW to 35 MW. • Replacing old motors with super premium efficiency motors (IE4). • Using variable frequency drive for speed control and hence increasing efficiency. IOO • Replacing old dewatering circuits with single 315 KW pump-motor increased flow rate from 779 to 900 cubic metres per hour. • Replacing old motors with higher efficiency motors (IE3). • Using variable frequency drive for speed control and hence increasing efficiency. • Installing LED lights in all places. ALUMINIUM BUSINESS: Smelter Plant-1 and 2 (Jharsuguda) • Vedanta Lining Design implementation in smelting pots. • RUC copper inserted collector bar for pot cathode. • Replacement of Diesel operated forklift with Battery operated forklift. Benefits derived as a result of above efforts in brief made towards technology absorption, adaptation, and innovation 250 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 251 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 OIL AND GAS BUSINESS: Rajasthan Operations Operations • APC implemented in CPP to improve Boiler efficiency further by optimisation of excess O2, automation of ACC fan operation and in steam turbine generators (STGs) for maximising power generations. • New motor driven PF pump installed to optimise inhouse power generation by reducing stem venting loss. PE and Drilling • Artificial lift optimisation in Bhagyam field resulted in additional volume of ~1,500 BOPD. • Development of in-house downhole gas separator and screen for unconventional ABH wells with rod lift improved pump performance and added volume of ~1,000 BOPD and increased MTBF. • Implementation of hydraulic fracturing technology as an alternate solution for productivity improvement in high permeable MBA field resulted in ~5,000 BOPD. • Innovation of lean well test system and H2S scrubber for routine well services activity, improved TAT and reduced cost, leading to saving of ~1 MMUSD annually. • Optimisation of well services and workover chemical recipes with Thumbli water resulted in cost saving of 1 MMUSD annually. • “Waste to Wealth generation” in Bhagyam PCP wells by novel completion design by using ESP pulled out sensors (in-house design and modification in existing equipment) which resulted in cost saving of ~500k USD. • Revival of (almost) abandoned wells using new- generation customised fishing & milling tools added volume of ~700 BOPD. HSE • Proactive detection of unsafe act and unsafe condition has helped in reducing the number of HSE incidents. • VR (Virtual Reality) based training has eliminated even the slightest of risk that existed during actual training. • Tanker digitalisation, HSE passport digitalisation and HSE dashboards have helped in gaining the insights on number of unsafe acts, unsafe conditions, reasons for safety breaches and performing root cause analysis of incidents. Digital • HVAC Digitalisation: Energy saving of 572 kWh was achieved during the PoC which resulted saving of 15 lakhs and reduced carbon footprint of 140 tonne of CO2e. • Steam trap Monitoring: Following the successful completion of the PoC, we are in plan to scale up the project and expand the monitoring system to cover a total of 100 steam traps including the 20 traps as part of PoC. • Potential steam loss saving is around 11 lakhs kg/ annum and reduction in carbon footprint of 180 tonne of CO2e and fuel gas consumption reduction by 2.82 MMSCF/year. • Using APC in ESP and PCP wells resulted in 3% increase in oil production across wells using APC in MBA fields. • SRP wells performance optimised in ABH fields by having remote monitoring of process parameters. • IIot based vibration monitoring system helped in early detection and recommendation saved production losses and equipment downtime in tune of approximately 38k USD. Ravva Operations • Development of automated virtual metering tool (daily automated well rate estimation) which would help in production accounting based on real time well parameter (well performance) on daily basis. Cambay Operations • The installation of gas engine driven HPS at LB Platform has enabled artificial lift at the unmanned platform in absence of gas lift and electricity. • Increased Gas production up to 0.7 MMSCFD in GA-07 after successful tractor conveyed perforation activity with wireline. • Production Gain of ~500 BOEPD realised after successful mechanical water shutoff activity in LA-10. • Unlocked zone behind tubing and casing with additional production gain ~1.25 MMSCFD in LB-11. • Deterministic and stochastic seismic inversion study carried out for Babaguru and Tarkeshwar intervals would help in focusing on better vertical and lateral delineation of the reservoir bodies for improved understanding of reservoir continuity and connectivity. Benefits derived as a result of above efforts e.g., product improvement, cost reduction, product development, import substitution SESA GOA BUSINESS: VAB • Increase in power generation with same steam consumption. • Reduction in losses and hence increase efficiency. • Power saving due to lower speed operation. • Less failure and reduced power consumption. IOO • Increase in dewatering flow rate with lesser power consumption. • Reduction in losses and hence increase efficiency. • Power saving due to lower speed operation. • Less failure and reduced power consumption. Business Technology imported Year of import Has technology been fully absorbed? Oil and Gas Business Cambay Operations • Gas engine driven HPS pumps (2 nos.). • Custom designed 2½” Tractor – Stroker tool. Imported in FY 2023-24 Imported in FY 2023-24 Yes Yes Copper Division No Iron Ore - VAB Turbine upgradation in power plant to increase the generation of PP-2 from 30 MW to 35 MW. FY 2022-23 [PP] Yes Power Business No Aluminium Business No Sd/- Anil Agarwal (Non-Executive Chairman) POWER BUSINESS: 2,400 MW Jharsuguda • U#3 R&M planned in Q4 FY 2023-24 for Economiser coils replacement from finned tube to bare tube & SOFA (Separated overfired air) damper installation for improved combustion efficiency and better control over metal temperatures. 1,215 MW Jharsuguda • Induced draft Fan drive power reduction by Penthouse air seal. • Padded insulation installed in Turbine to reduce radiation losses. • 317 tonnes Biomass pallets induced to comply RPO obligation. Benefits derived as a result of above efforts e.g., product improvement, cost reduction, product development, import substitution In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), the following information may be furnished: 252 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 253 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Disclosure of particulars with respect to conservation of energy Particulars Unit Year Ended 31 March 2024 Year Ended 31 March 2023 Year Ended 31 March 2024 Year Ended 31 March 2023 Year Ended 31 March 2024 Year Ended 31 March 2024 Year Ended 31 March 2024 Year Ended 31 March 2024 Year Ended 31 March 2024 Year Ended 31 March 2024 Year Ended 31 March 2024 Year Ended 31 March 2024 Year Ended 31 March 2023 Year Ended 31 March 2023 Year Ended 31 March 2023 Year Ended 31 March 2023 Year Ended 31 March 2023 Year Ended 31 March 2023 Year Ended 31 March 2023 Year Ended 31 March 2023 Year Ended 31 March 2024 Year Ended 31 March 2023 Year Ended 31 March 2024 Year Ended 31 March 2023 Year Ended 31 March 2024 Year Ended 31 March 2023 Business Unit Oil & Gas Copper Sesa Goa Power Aluminium A. Power and Fuel Consumption Met Coke Division Pig Iron Division Power Plant (WHR) Mining Goa Met Coke Gujarat Met Coke Vazare Mining Orissa Mining Karnataka Met Coke Division Pig Iron Division Power Plant (WHR) Mining Goa Met Coke Gujarat Met Coke Vazare Mining Orissa Mining Karnataka Lanjigarh Jharsuguda Electricity Purchase Unit MWH 4,74,103.29 4,87,527.00 1,05,123.16 97,650.29 8,516.71 2,03,111.04 690.62 1,197.35 947.20 497.95 3,527.176 476.5 9,119.74 1,81,331.64 3,691.25 2,229.00 1.36 54.52 1,723.815 462.0 4,831 7,503 16,731 38,277 48,31,427 75,03,388 Total Amount (Exc Demand Chgs) ` crore 388.6 291.54 52.9 60.17 0.5 15.0 0.4 0.5 0.8 0.5 2.137 0.5 0.6 14.0 2.4 1.2 1.1 0.5 1.073 0.4 3,035 5,382 13.92 24.11 3,034.97 5,382.00 Rate/Unit `/kWh 25.99 5.98 5.04 6.27 0.57 0.7 6.2 4.5 10.6 8.1 5.85 7.4 0.66 0.8 6.5 5.4 9.5 9 5.85 9.2 6.28 7.00 6 6 6.28 7.00 Own generation Unit* MWH 5,44,083.00 4,51,683.00 1,198.65 764.74 0.02 63.59 4,05,865.1 NA 5.28 0.00 3,633.0 3,036.0 0.02 160.77 3,52,799.9 NA NA 0.00 2,880.0 3,033.0 21,817 18,287 4,99,872 4,79,918 2,18,17,411 1,82,86,713.07 Unit per unit of fuel `/Unit, Gms/Unit, Litre/Unit NA NA NA NA NA NA NA 0.00 93.00 7.1 NA NA NA NA NA 0.00 90.0 7.1 777 794 4 7 777 794 Cost/Unit `/MWH, `/kWh NA NA - 22.3 0.6 NA NA 0.0 13.95 12.3 - 24.8 0.6 NA NA 0.0 11.3 12.3 3.11 4.72 4.83 7.85 3.11 4.72 Furnace Oil 43,328.30 43,139.57 Quantity** KL 3,632.57 4,131.90 Nil Nil Nil Nil Nil Nil NA NA Nil Nil Nil Nil Nil Nil NA NA 1,21,342.18 1,29,167.00 210.49 223.82 Total Amount ` crore 16.72 21.58 NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 612.10 637.04 50.4 51.9 Average Cost per litre `/Litre 46.01 52.23 NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 50.44 49.30 Diesel Oil Quantity KL 8,324.91 27,346.90 27.179 32.30 Nil 15.9 4.5 183.1 117.5 106.0 5,733.0 10,608.3 Nil 86.8 5.3 3,493.709 334.0 11.6 6,280.0 9,183.4 3,745 4,848 1,934 969 5,857.859 7,216.504 Total Amount ` crore 71.44 284.08 0.23 0.25 NA 0.1 0.0 1.6 1.1 1.0 5,33,169.0 98.8 NA 0.9 0.1 32.2 3.0 0.1 79.9 25 38 18 12 51.47 76.79 Average Cost per litre/Unit per litre of Oil `/Litre 90.01 103.88 85.8 78.14 NA 89.2 87.5 87.5 90.4 90.1 93.0 86.0 NA 99.0 101.5 152.09 91.1 100.0 87.0 66 78 91 125 87.87 106.41 Cost per Unit 90.4 L.P.G./LNG/Propane/IPA Quantity-(LPG) MT 8,612.91 4,818.86 NIL 79.8 NIL NIL NIL NA NA NA NIL 82.4 NIL NIL NIL NIL NA NA 1,460.12 1,081.27 Total Amount ` crore 127.4 32.41 NIL 0.7 NIL NIL NIL NA NA NA NIL 0.7 NIL NIL NIL NIL NA NA 8.25 8.68 Average Cost per Kg `/Kg 56.18 67.26 NIL 82.1 NIL NIL NIL NA NA NA NIL 85.4 NIL NIL NIL NIL NA NA 56.48 80.26 L.P.G./LNG/Propane/IPA Quantity-(PNG) MT 4,652.11 7,416.05 NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA Total Amount ` crore 32.38 34.47 NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA Average Cost per Kg `/Kg 69.5 46.48 NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA L.P.G./LNG/Propane/IPA Quantity(LNG) MT Nil Nil Nil Nil Nil NA NA NA Nil Nil Nil Nil Nil Nil NA NA Total Amount ` crore NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA Average Cost per MT ` NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA L.P.G./LNG/Propane/IPA Quantity-(IPA) MT 312.11 436.84 NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA Total Amount ` crore 3.49 4.28 NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA Average Cost per Kg `/Kg 111.79 98.05 NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA Natural Briqutte/Coal Quantity MT Nil Nil Nil Nil Nil NA NA NA Nil Nil Nil Nil Nil Nil NA NA 1,69,34,781 1,43,38,609 9,77,474.15 9,11,980.34 1,69,34,781 1,43,38,609 Total Amount ` crore NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 4,614 6,505 467.75 772.81 4,614 6,505 Average Cost per MT ` NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 2,725 4,537 4,785.26 8,473.98 2,725 4,537 Particulars Unit Year Ended 31 March 2024 Year Ended 31 March 2023 Year Ended 31 March 2024 Year Ended 31 March 2023 Year Ended 31 March 2024 Year Ended 31 March 2024 Year Ended 31 March 2024 Year Ended 31 March 2024 Year Ended 31 March 2024 Year Ended 31 March 2024 Year Ended 31 March 2024 Year Ended 31 March 2024 Year Ended 31 March 2023 Year Ended 31 March 2023 Year Ended 31 March 2023 Year Ended 31 March 2023 Year Ended 31 March 2023 Year Ended 31 March 2023 Year Ended 31 March 2023 Year Ended 31 March 2023 Year Ended 31 March 2024 Year Ended 31 March 2023 Year Ended 31 March 2024 Year Ended 31 March 2023 Year Ended 31 March 2024 Year Ended 31 March 2023 Business Unit Oil & Gas Copper Sesa Goa Power Aluminium B. Consumption per MT of Production Met Coke Division Pig Iron Division Power Plant (WHR) Mining Goa Met Coke Gujarat Met Coke Vazare Mining Orissa Mining Karnataka Met Coke Division Pig Iron Division Power Plant (WHR) Mining Goa Met Coke Gujarat Met Coke Vazare Mining Orissa Mining Karnataka Lanjigarh Jharsuguda Continuous Copper Rod/ Iron -Ore Electricity MWH/MT 0.54 0.63 0.02 0.024 0.1 NA NA NA NA 0.0 0.02 0.260 0.1 NA NA NA NA 0.0 Furnace Oil KL/MT 0.02 0.03 Nil Nil Nil Nil Nil NA NA NA Nil Nil Nil Nil Nil Nil NA NA Diesel KL/MT 0.0,001 0.0,002 0.0 0.0 0.0 0.0 0.0 NA NA 0.0 0.0 0.0 0.0 0.0 0.0 0.0 NA 0.0 L.P.G./Propane/IPA MT/MT 0.069 0.082 NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA Production of Rod MT 1,98,022.09 1,54,767.16 NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA Alumina Electricity kWh/MT NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 226.3 226.7 Coal for Steam MT/MT NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 0.25 0.28 Furnance Oil for Calcinaton Kg/MT NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 69.1 72.1 Hot Metal Electricity (Total AC for electrolysis and auxillary energy kWh/MT NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 13,702 13,757 Billet (including alloy rods) Electricity kWh/MT NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 348.46 316.75 Furnace Oil KL NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA Ingots Electricity kWh/MT NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 17.54 17.27 Furnace Oil KL NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA Wire Rods Electricity kWh/MT NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 96.98 94.75 Furnace Oil KL NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA SOW cast Electricity kWh/MT NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 0.00 251.95 T-ingot Electricity kWh/MT NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 75.37 70.34 Cast Bar (P10-20)+BTCB Electricity kWh/MT NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 37.58 - SOW cast Electricity kWh/MT NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 32.96 31.01 Alloy CastBar Electricity kWh/MT NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA 87.77 88.62 * This includes the WHRB Generation also. **This includes the FO consumed in CPP also. *** This includes Generation from DG Set also. 254 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 255 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 1 Brief outline on CSR Policy of the Company: A. POLICY OBJECTIVE Vedanta Limited ("VEDL" or "Company") is committed to conduct its business in a socially responsible, ethical and environment friendly manner and to continuously work towards improving quality of life of the communities in and around its operational areas. This Policy provides guidance in achieving the above objective and ensures that the Company operates on a consistent and compliant basis. B. VEDL CSR PHILOSOPHY "We at Vedanta Limited have a well-established history and commitment to reinvest in the social good of our neighbourhood communities and nation." CSR VISION "Empowering communities, transforming lives and facilitating nation building through sustainable and inclusive growth." We believe, that • we can positively impact and contribute to the realisation of integrated and inclusive development of the country, in partnership with National and State Government as well as local, national and international partners; • sustainable development of our businesses is dependent on sustainable, long lasting and mutually beneficial relationships with our stakeholders, especially the communities we work with; • partnerships with government, corporates and civil societies/community institutions, offer a strong ANNEXURE B Annual Report on CSR Activities for FY 2023-24 multiplier for complementing efforts, resources and for building sustainable solutions; • our employees have the potential to contribute not just to our business, but also towards building strong communities. C. THEMATIC FOCUS AREAS Our programs focus on poverty alleviation programs, especially integrated development, which impacts the overall socio-economic growth and empowerment of people, in line with the national and international development agendas. The major thrust areas will be – a) Children’s Well-being & Education b) Women’s Empowerment c) Health Care d) Drinking Water & Sanitation e) Sustainable Agriculture & Animal Welfare f) Market linked Skilling the Youth g) Environment Protection & Restoration h) Sports & Culture i) Development of Community Infrastructure j) Participate in programs of national importance including but not limited to disaster mitigation, rescue, relief and rehabilitation The CSR activities are aligned to the specified activities in Schedule VII of the Act. The above may be modified from time to time, as per recommendations of the CSR Committee of the Company. 2 Composition of CSR Committee: Sl.No. Name of Director Designation/Nature of Directorship Number of meetings of CSR Committee held during the year Number of meetings of CSR Committee attended during the year 1 Akhilesh Joshi Chairperson, Independent Director 2 1 2 Priya Agarwal Hebbar Member, Non-Executive Director 2 2 3 UK Sinha Member, Independent Director 2 2 4 Padmini Sekhsaria Member, Independent Director 2 1 3 Provide the web-link where composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company: www.vedantalimited.com. 4 Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not Applicable for FY 2023-24 5 (a) Average net profit of the Company as per Section 135(5) (` crore): 5,329 (b) Two percent of average net profit of the Company as per Section 135(5) (` crore): 107 (c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil (d) Amount required to be set off for the financial year, if any (` crore): Nil (e) Total CSR obligation for the financial year (5b+5c-5d) (` crore): 107 6 (a) Amount spent on CSR projects (both ongoing projects and other than ongoing projects) (` crore): 127 (b) Amount spent in Administrative Overheads (` crore): 4 (c) Amount spent on Impact Assessment, if applicable (` crore): Nil (d) Total amount spent for the financial year (6a+6b+6c) (` crore): 131 (e) CSR amount spent or unspent for the financial year: Total Amount Spent for the financial year (` crore) Amount Unspent (` crore) Total Amount transferred to Unspent CSR Account as per Section 135(6) Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5) Amount Date of Transfer Name of the Fund Amount Date of Transfer 131 - NA NA NA NA (f) Excess amount for set off, if any (` crore): Sl.No Particular Amount (in ` crore) (i) Two percent of average net profit of the Company as per Section 135(5) 107.00 (ii) Total amount spent for the financial year 131.00 (iii) Excess amount spent for the financial year [(ii)-(i)] 24.00 (iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any 0.00 (v) Amount available for set off in succeeding financial years [(iii)-(iv)] 24.00 7 Details of Unspent CSR amount for the preceding three financial years: Nil 8 Whether any capital assets have been created or acquired through CSR amount spent in the financial year : No 9 Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per Section 135(5): NA Sd/- Sd/- Arun Misra Akhilesh Joshi Executive Director (Whole-Time Director) Non-Executive Independent Director (Chairman - CSR Committee) 256 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 257 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 ANNEXURE C Disclosure in Board’s Report as per provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2019 Sr.No. Requirement Disclosure 1 Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year Name of the Director Category Ratio Navin Agarwal (1) Executive Vice-Chairman 228.48 Sunil Duggal (2) Whole-Time Director & Chief Executive Officer 56.32 Arun Misra (3) Executive Director 127.18 Ratio of the Fee for attending board/committee Meetings & Comission of each director to the median remuneration of the employees of the Company for the financial year Anil Agarwal Non-Executive Chairman 1.51 UK Sinha Independent Director 10.67 Dindayal Jalan Independent Director 10.46 Akhilesh Joshi Independent Director 10.16 Padmini Sekhsaria Independent Director 8.55 Priya Agarwal Hebbar Non-Executive Director 16.10 2 Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year Name Category Increment Percentage Navin Agarwal Executive Vice-Chairman 6% Sunil Duggal (2) Whole-Time Director & Chief Executive Officer NA Arun Misra (3) Executive Director NA Ajay Goel (4) Chief Financial Officer NA Sonal Shrivastava (5) Chief Financial Officer NA Prerna Halwasiya Company Secretary & Compliance Officer 5% 3 Percentage increase in the median remuneration of employees in the financial year The median remuneration of the employees in the financial year was increased by 5.95%* 4 Number of permanent employees on the rolls of Company There were 7,493 employees of Vedanta Limited as on 31 March 2024. 5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration Average increment in FY 2023-24 for Managerial Personnel (M4 and Above): 8.1% Average Increment in FY 2023-24 for non Managerial Personnel (M5 and Below): 11.10% No exceptional increase given in the managerial remuneration. 6 Affirmation that the remuneration is as per the remuneration policy of the Company Yes *Median calculated is against employees active throughout the full financial year in FY 2023-24. Notes: 1. For Mr. Navin Agarwal, the ratio inclusive of remuneration received from Vedanta Resources Limited, UK, the Holding Company, is 335.54. 2. Mr. Sunil Duggal superannuated on completion of his tenure as the Whole-Time Director & CEO effective close of business hours on 31 July 2023. 3. Mr. Arun Misra was inducted as the Executive Director of the Company with effect from 01 August 2023. 4. Mr. Ajay Goel served as Acting CFO of the Company from 23 October 2021 till close of business hours on 09 April 2023. Further, as part of Company's structured re-hiring program called "Gharwapsi", Mr. Ajay Goel was appointed as the CFO of the Company with effect from 30 October 2023. 5. Ms. Sonal Shrivastava was appointed as the CFO of the Company with effect from 01 June 2023 and further tendered her resignation from the position of CFO with effect from close of business hours on 24 October 2023. Sd/- Anil Agarwal (Non-Executive Chairman) ANNEXURE D Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2024 To, The Members Vedanta Limited 1st Floor, ‘C’ wing, Unit 103, Corporate Avenue Atul Projects, Chakala, Andheri (East) Mumbai, Maharashtra – 400 093 We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Vedanta Limited (hereinafter called the “Company” or “VEDL”) for the financial year ended 31 March 2024 (“Audit Report”). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 March 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on 31 March 2024 (“Period under review”), according to the provisions of: (i) The Companies Act, 2013 (the “Act”) and the rules made thereunder including re-enactment(s) thereof; (ii) The Securities Contracts (Regulation) Act, 1956 (“SCRA”) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (“SEBI Act”):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 to the extent of the Companies Act and dealing with client to the extent of securities issued; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not Applicable during the period under review. (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable during the period under review. (i) The Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993 (in relation to obligations of Issuer Company). (vi) The Management has identified and confirmed the following laws as being specifically applicable to the Company: a) The Mines and Minerals (Development and Regulation) Act, 2015 and the rules and regulations made thereunder. b) Indian Boilers Act, 1923 and rules and regulations made thereunder. c) Manufacture, Storage, and Import of Hazardous Chemical Rule, 1989. 258 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 259 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 We have also examined compliance with the applicable clauses and regulations of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate of Affairs. (ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except as mentioned below: i. Securities and Exchange Board of India (“SEBI”) vide its adjudication order dated 30 June 2023, imposed a penalty of ` 30 Lakhs upon the Company for violation of the provisions of Regulation 4(1)(C), Regulation 30(11) read with 30(12) and Regulation 46(3) of the Listing Regulations. ii. Pursuant to the provisions of Regulation 30 of the Listing Regulations, the Company is required to submit the schedule of analysts or institutional investors meet at least two working days in advance (excluding the date of intimation and the date of the meet). However, the Company has submitted the schedule of investor meet dated 29 September 2023, on the same day of meet. We have been informed by the management that the Company couldn't submit the required disclosure due to the sensitivity of the transaction. iii. The Company had delayed submission of intimation under Regulation 29(2) of Listing Regulations with each of the Stock Exchange(s) about the meeting of the Board of Directors held on 04 November 2023, to consider the financial results of the Company for Quarter ended 30 September 2023, and a fine of ` 11,800/- (inclusive of GST @ 18%) has been imposed by each of the stock exchange(s). As confirmed by the management of the Company, the same has been paid within the prescribed timeline. Further, the Company has not submitted the schedule of investor meet dated 04 November 2023, within the prescribed timeline. iv. In accordance with the provisions of Regulation 39 of the Listing Regulations, filings in respect of Loss of Share Certificate should have been made by the Company within two days of getting information. However, for one request, the Company has not made the submission to the stock exchange(s). We have been informed by the management of the Company that the same was due to non-receipt of information from the RTA of the Company. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent atleast seven days in advance (except in cases where meetings were convened at shorter notice for which necessary approvals were obtained as per applicable provisions), and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at meetings of the Board and Committees are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees thereof, as the case may be. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period, following major events have happened which are deemed to have major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. (i) 5,90,000 Secured, Unrated, Unlisted, Redeemable, Non-Convertible Debentures, each of nominal value of ` 1,00,000 (Rupees One Lakh) aggregating up to ` 5,900 crore (Rupees Five Thousand and Nine Hundred Crore) have been issued and allotted on private placement basis. (ii) The Committee of Directors has issued and allotted 7,200 Equity Shares of ` 1/- each as fully paid-up from the abeyance category. (iii) The Board of Directors of the Company has approved the Scheme of Arrangement between Vedanta Limited (“Demerged Company” or “Company”) and Resulting Companies and their respective shareholders and creditors under Section 230-232 and other applicable provisions of the Companies Act, 2013 for the demerger of the: a. Aluminum Undertaking (as defined in the Scheme) of the Company to Resulting Company 1; b. Merchant Power Undertaking (as defined in the Scheme) of the Company to Resulting Company 2; c. Oil and Gas Undertaking (as defined in the Scheme) of the Company to Resulting Company 3; d. Base Metals Undertaking (as defined in the Scheme) of the Company to Resulting Company 4; and e. Iron Ore Undertaking (as defined in the Scheme) of the Company to Resulting Company 5. (iv) Redemption of Debentures and Commercial Papers: NCDs: ISIN Maturity Date Face Value No. of instrument INE205A08012 15 March 2024 10,00,000 8,000 CPs: ISIN Maturity Date Face Value No. of instrument INE205A14WR8 17 July 2023 5,00,000 10,000 For Chandrasekaran Associates Company Secretaries FRN: P1988DE002500 Peer Review Certificate No:4186/2023 Dr. S Chandrasekaran Senior Partner Membership No. F1644 Date: 24 April 2024 Certificate of Practice No. 715 Place: Delhi UDIN: F001644F000215616 Notes: i. This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report. ii. We conducted the secretarial audit by examining the Secretarial Records including Minutes, Documents, Registers, and other records etc., and some of them received by way of electronic mode from the Company and could not be verified from the original records. The management has confirmed that the records submitted to us are true and correct. Annexure-A to the Secretarial Audit Report To, The Members Vedanta Limited 1st Floor, 'C' wing, Unit 103, Corporate Avenue Atul Projects, Chakala, Andheri (East) Mumbai, Maharashtra- 400 093 Our Report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. Our examination was limited to the verification of procedures on random test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company. For Chandrasekaran Associates Company Secretaries FRN: P1988DE002500 Peer Review Certificate No:4186/2023 Dr. S Chandrasekaran Senior Partner Membership No. F1644 Date: 24 April 2024 Certificate of Practice No. 715 Place: Delhi UDIN: F001644F000215616 260 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 261 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 ANNEXURE D-1 Form No. MR-3 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] SECRETARIAL AUDIT REPORT For the financial year ended 31 March 2024 To, The Members, BHARAT ALUMINIUM CO LTD Aluminium Sadan Core -6 scope Office Complex 7, Lodhi Road, New Delhi, Delhi, 110003 CIN: U74899DL1965PLC004518 Authorised Capital: ` 5,00,00,00,000/- Paid up Capital: ` 2,20,62,45,000/- I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by BHARAT ALUMINIUM CO LTD (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Further this report of even date is to be read along with 'Annexure-A' attached with this report. Based on my verification of the BHARAT ALUMINIUM CO LTD books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2024 according to the provisions of: (i) The Companies Act, 2013 (the "Act") and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made thereunder, Provisions of this act are not applicable to the Company. (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings. Provisions of this act are not applicable to the Company. (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act") were not applicable to the Company a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; and h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (vi) The management has identified and confirm the following law as specifically applicable to the Company: a. Employees State Insurance Act, 1948 I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by the Institute of Company Secretaries of India. (ii) The Listing Agreements ("LODR") entered into by the Company with Stock Exchange, said provisions are not applicable to the Company. During the period under review and as per the explanations and clarifications given to us and the representation made by management, the Company has generally complied with the provision of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. We further report that compliance of applicable financial laws including Direct & Indirect Tax laws by the Company has not been reviewed in this Audit since the same has been subject to review by Statutory Auditors and other designated Professionals. I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Companies Act, 2013. Further, it was found that during the FY 2023-24 the re-appointment of two Independent Directors i.e. Mr. Anoop Kumar Mittal and Mr. Dindayal Jalan was approved through Nomination and Remuneration Committee and Board of Directors and is yet to be approved by the Members by passing Special Resolution as per Section 149(10) of the Companies Act, 2013. As per the information and explanation provided, adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance except for the meetings convened at shorter notice with due compliance of Act and Secretarial Standards, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting Members' views, if any are captured and recorded as part of the minutes. I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that during the audit period there were no instances of: (1) Public/Rights/Preferential issue of shares/sweat equity. (2) Buy-back of securities. (3) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013. (4) Merger/amalgamation/reconstruction etc. (5) Foreign technical collaborations. For, Nitin Agrawal & Co. CP No. 11931 Nitin Agrawal (Proprietor) M No: F-9684 Date: 12 April 2024 Peer Review Certificate No: 2989/2023 Place: Raipur (C.G.) UDIN: F009684F000104262 Annexure-A to the Secretarial Audit Report To The Members, BHARAT ALUMINIUM CO LTD Aluminium Sadan Core -6scope Office Complex 7, Lodhi Road, New Delhi, Delhi, India - 110 003 Our report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For, Nitin Agrawal & Co. CP No. 11931 Nitin Agrawal (Proprietor) M No: F-9684 Date: 12 April 2024 Peer Review Certificate No: 2989/2023 Place: Raipur (C.G.) UDIN: F009684F000104262 262 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 263 Directors’ Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 REPORT ON CORPORATE GOVERNANCE Company’s Philosophy on Code of Governance As a reflection of its dynamic value system encompassing its culture, policies, and relationships with its stakeholders, Vedanta’s Corporate Governance philosophy is driven by “Seven Pillars of Vedanta”. The pivotal focus on inclusive growth permeates every facet of the organisation, shaping its internal processes, governance structures, and business administration mechanisms. Underpinning this vision is the commitment to uphold good governance practices, supported by rigorous policies and frameworks that drive accountability and transparency. This is demonstrated in shareholder returns, awards and recognitions, governance processes and an entrepreneurial performance focussed work environment. At Vedanta, the commitment to good governance goes beyond compliance and statutory norms. The Group truly believes that purpose-led corporate governance and ethics- led corporate behaviour are quintessential to success and business excellence. These are indeed the foundation stones on which Vedanta continues to build itself as not only India’s largest diversified natural resources Company, but also the most sustainable. With highest levels of corporate governance and a culture that values and rewards exemplary ethical standards, personal and corporate integrity and respect for others, Vedanta continues to carve its niche with global benchmarks of all-round excellence in sustainability and governance performance. Growing from strength to strength, we continue to raise our bar across our governance practices, ranging from our ground- breaking Environmental, Social and Governance ("ESG") commitments to best-in-class disclosure practices, Board independence, alignment to globally accepted norms and policies, and our emphasis on digitally empowered, technology led business. Our strong governance practices invariably underpin our future transformation journey, where effecting responsible change is a core mandate. Through this, we strive to push ourselves better and also set newer benchmarks for the industry and peers to adopt. We continue to facilitate change in everything we do, and good governance is the cornerstone that enables us to do so. Compliance with Global Guidelines and Best Practices Your Company has been at the forefront in complying with global best practices in Corporate Governance. During the financial year, your Company has been selected for accreditation in the World Finance Corporate Governance Awards, recognised for the “Best Corporate Governance, India 2024” in view of its continuous efforts to lead the industry and global best practices and the commitment to corporate governance, transparency, ethics, risk management, diversity and inclusion, ESG and involvement with its stakeholders and communities around the world. World Finance is a leading global print and financial publication providing analysis of the financial industry, international business, and the global economy. With renewed focus on accountability and transparency at the highest levels, World Finance confers Corporate Governance Awards every year to recognise those entities who have shown unparalleled commitment on the corporate governance agenda. The Award is thus, a testimony to the Vedanta model of Corporate Governance in India that is driven by thoughtful leadership and progressive outlook to ensure best global practices through benchmarked internal governance processes and compliance beyond statutory requirements. The Company has also been awarded as “Platinum Winner Worldwide” for its Integrated Annual Report FY 2022‑23 in $10+ billion revenue category for excellence within its industry at the League of American Communications Professionals (“LACP”) Spotlight Awards. The report has been ranked 29th among all entries worldwide with a score of 99/100 points and is the only Indian report to be ranked among Top 30 entries. The LACP is a highly regarded award for corporate reporting and communications receiving extensive participation from companies representing various industries and organisational sizes. The 2023 Spotlight Awards Global Guiding Principles Seven Pillars of Vedanta Sustainability, Health, Safety & Environment Giving back to Community/ Society Growth Quality Digitalisation, Innovation, Technology & Excellence Values, Ethics & Governance People We are committed to Zero Harm, Zero Discharge. We ensure that our security, intelligence and vigilance are well integrated by leveraging technology. We consider our people are our greatest asset. We aspire to be the best-in-class in people practices and encourage their development and support their ideas to value generation. We actively foster a culture of mutual trust in our interactions with our stakeholders and encourage an open dialogue which ensures mutual respect. We aim for Zero tolerance on the fundamentals. We embrace adapting state-of- the-art technology as a driver in all our processes. We believe the next phase of growth can only be achieved through new technology & innovation. We are constantly motivated on improving our costs and quality through a culture of benchmarking best practices and leveraging analytics. We are committed to the triple bottom line of People, Planet and Prosperity as we grow exponentially in all business thereby making contributions to the nation at large. Transparency and Accountability Policies and Regulatory Framework Management/ Board and Committees Values and Ethics Monitoring and Internal Control Executing Strategy and Managing Risk We are committed to contribute and empower communities thereby making a positive impact on human life. Communications Competition fetched one of the largest number of submissions ever, with nearly 1,500 organisations representing 12+ different countries across categories. Our crisp narrative, contemporary design, creativity, and message clarity were recognised and positively acclaimed. This accomplishment reflects a testament to our commitment towards producing reports of the highest quality with utmost transparency. In line with our commitment to bring in the best-in-class global reporting and innovative practices, Vedanta Limited also emerged as a double-winner at the International AVA Digital Awards 2024 with a Platinum Award in the category of e-Annual Reports and for Creative Web-Based Production on the Company website. The Awards received 2,700 entries globally and Vedanta Limited is among only 4 companies from India who won Platinum Award at AVA. This achievement is a testament to our outstanding efforts in digital and creative journey. Vedanta has maintained the highest standards of corporate governance all through its operations. Our sustainable development journey continues to create value for our stakeholders. We have achieved our targets and formulated ambitious new ones; we have adopted global best practices and taken innovative leaps; we have aligned our standards with industry benchmarks and charted some of our own. With this, we constantly invest our time and resources in introspecting our actions to improve even further. We have done all this and will continue to do it with a singular agenda: Ensuring long-term growth of all our stakeholders and respecting minority rights in all our business decisions. In addition to complying with the statutory guidelines, the Company has voluntarily adopted and evolved various practices of governance conforming to the utmost ethical and responsible standards of business. These practices reflect the way business is conducted and value is generated. Some of the corporate governance initiatives undertaken by the Company are elucidated below: Board-level Initiatives: • Board-level ESG Committee chaired by a Non- Executive Independent Director; • Audit & Risk Management Committee comprising of only Independent Directors; • Enhanced Terms of Reference of Stakeholders' Relationship Committee (“SRC”) by including framing of Investor Relations (“IR”) Strategy, Perceptions and active engagement and communication with major shareholders of the Company; • All Statutory Committees of Board chaired by a Non-Executive Independent Director; • Board Diversity Policy in place as a sub-set of Nomination & Remuneration Policy (“NRC Policy”). Further, in order to employ best practices in regard to Diversity, Equity and Inclusion ("DEI"), there is also a separate Policy on DEI; and • Separate Roles of Chairman and Executive Director held by different individuals. 264 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 265 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Digitalisation Initiatives: Initiatives for Stakeholders: Additional Disclosures/Reports: • Insider Trading Monitoring Tool and awareness programs on Insider Trading; • Unpublished Price Sensitive Information (“UPSI”) Sharing online database; • Online Gift Declaration Portal; • Complete and robust online system for ensuring compliances across all locations and functions; • Online Platform for Performance Evaluation of Directors, Board and its Committees; • Online Secured Platform for circulation of documents to Directors enabling them to mark annotations and access the repository of archived meetings’ papers; • NSDL facility for registering email IDs; • Shareholder Service Centre: Facility on website for updations of PAN, Bank mandate and email IDs as well as grievance resolutions by the shareholders holding securities in physical form; • Request in all correspondences: Urge to shareholders to convert their physical holdings in dematerialised form and to register their email IDs, PAN and Bank mandate by emphasising on the benefits; • Online Speaker registration and Chat Facility during Annual General Meeting (“AGM”) of the Company; • Online Survey for Shareholder feedback; • Sustainability Report prepared in accordance with Global Reporting Initiative (“GRI”) Standards and aligned with United Nations Sustainable Development Goals (“UN SDGs”) and United Nations Global Compact (“UNGC”) Principles; • Tax Transparency Report (“TTR”) to give holistic perspective of our contributions made to the exchequer in India and globally as well; • Mandatory Computer-Based Training (“CBT”) for Group employees on Cyber-Security Awareness; • Cyber-Security Training for Independent Directors in liaison with an external agency; • Maintenance of Digital Repository/Database with respect to subsidiaries of the Company; and • Implementation of Bi-Monthly online confirmation portal for material events and Information requiring disclosure under Regulation 30 of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements), 2015 ("Listing Regulations"). All units and subsidiaries provide confirmation(s) that there are no other events or information that required reporting to stock exchange(s), other than those already reported by them. • Conducted first of its kind ‘Shareholders’ Townhall with Chairman’ through video conferencing inviting shareholders across geographies to interact directly with the Chairman; • Conduct of Analysts’ Meet on 27 February 2024 and Investor Meet on 20 March 2024 for engagement of key stakeholders with the Management officials. The details of these events can be accessed at www.vedantalimited.com; and • Email to Shareholders on Quarterly Results, Chairman Messages, Reporting Suite including Integrated Annual Report, Tax Transparency Report, Sustainability Report, TCFD Report, Social Impact Report etc. • Task Force on Climate related Financial Disclosures ("TCFD") Report on Climate Change till FY 2022-23 and Climate Action Report for FY 2023-24; and • Social Impact Report published by Anil Agarwal Foundation, the Company’s philanthropic arm. Integrated Reporting Since inception, Vedanta has taken conscious efforts to operate and sustain in a manner responsible to all stakeholders. Every decision and action at the Company are taken after considering the consequential impact on the Company’s relevant stakeholder groups. This is a vivid reflection of the organisation’s integrated thinking which takes into account all the resources and relationships that activities. Starting FY 2017-18, the Company has proactively commenced reporting its annual performance and strategy using an Integrated Report, using the content elements and the guiding principles outlined in the International Integrated Reporting framework. The organisation has Sustainability Reporting Journey at Vedanta Your Company has been publishing the Sustainability Report for more than a decade now. The Report is prepared in accordance with the Global Reporting Initiative (“GRI”) Standards: Core option and is also mapped to the UNGC and aligns to UN SDGs. It should be considered as our Communication of Progress, which reports our approach and disclosure towards triple bottom line principles – People, Planet and Profit. Vedanta applies its sustainability performance reporting criteria based on GRI Standards including the Mining & Metals and Oil & Gas Sector Disclosures; National Guidelines for Responsible Business Conduct framed by the Ministry of Corporate Affairs (“MCA”), Government of India; UNGC principles; and standards set by the International Council on Mining and Metals ("ICMM"). For further insights into the sustainability practices adopted by your Company, the Sustainability Report for FY 2023-24 shall be made available at www.vedantalimited.com. Vedanta also produces two additional reports that disclose our ESG strategy and performance: affect the Company’s ability to create sustained value. These resources and relationships termed “Capitals” are stocks of value enabling Company’s operations. While operating, your Company actively considers its external environment, the opportunities and challenges, the organisational strategy to respond to these externalities and the outputs and outcomes it produces from its business continued its Integrated Reporting journey and its FY 2023- 24 performance and forward-looking strategy have been elucidated in the current Integrated Annual Report. The report takes into account the following six capitals while reporting: (i) Business Responsibility and Sustainability Report (“BRSR”), aligned to the guidelines laid down by SEBI. The BRSR report can be found within the Integrated Annual Report. (ii) TCFD Report on Climate Change till FY 2022-23, aligned to the guidelines laid down by the Financial Stability Board, and Climate Action Report for FY 2023-24 covering the aspects of TCFD and International Financial Reporting Standard S2 framework. This report discloses in detail, the Company’s strategy in addressing and adapting to the impacts of climate change. Tax Transparency Reporting ("TTR") As pioneers in transparent reporting, Vedanta led the industry in transparently publishing our Tax contributions, setting a standard for corporate accountability and ethical fiscal practices. This dedicated endeavour is a testament to our commitment to all our stakeholders to provide greater transparency and disclosure of profits earned and contributions made to the Governments in the jurisdictions in which we operate. The Company’s voluntary TTR provides a comprehensive overview of its fiscal contributions, showcasing a commitment to accountability and ethical business practices. Through detailed disclosures of tax Intellectual Capital As a relatively young Company, the Company is keen to embrace technological developments. The Company is setting up a centre of technological excellence in South Africa, enabling them to nurture and implement innovative ideas across the business, which lead to operational improvements. Social & Relationship Capital The Company aims to forge strong partnerships by engaging with its key stakeholders, including shareholders and lenders, suppliers and contractors, employees, governments, communities and the society in general. These relationships help maintain and strengthen Vedanta’s licence to operate. Manufactured Capital The Company invests in assets including best-in-class equipment and machinery to ensure it operates as efficiently and safely as possible both at its current operations and in its expansion projects. This also supports its strong and sustainable cash flow generation. Human Capital The Company has employees from across the world and it is committed to provide them with a safe and healthy work environment. In addition, by creating a culture that nurtures innovation, creativity and diversity, it enables them to grow personally and professionally while also helping to meet our business goals. Natural Capital India and Africa have favourable geology and mineral potential and these regions provide the Company with world-class mining assets, which are structurally at low cost and have extensive Reserves & Resources. Additionally, operating the Company's mines requires a range of resources, including water and energy, which the Company aims to use prudently and sustainably. Financial Capital The Company is focused on optimising capital allocation and maintaining a strong balance sheet while generating strong Free Cash Flows. It also reviews all investments, taking into account the Group’s financial resources with a view to maximising returns to shareholders. 266 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 267 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 payments and contributions to the exchequer, the report enhances transparency, builds stakeholder trust and fosters a dialogue on responsible corporate citizenship. The report focuses on our approach to Tax Governance and Strategy and includes the following: • Tax Principles; • Tax Risk Management framework, Control and Compliance framework; • Response to Stakeholders and Tax Environment; and • Tax Approach in our jurisdictions. In this report, in addition to economic contribution under various tax and non-tax heads, we also provide information on how we address our tax related decisions, adherence to tax compliances, and approach to tax complexities. The narration demonstrates our strong governance structure that promotes and ensures adherence to regulations while encouraging tax efficiency in operations. The contributions, that are direct and indirect in nature, are categorically provided for all the countries where we have significant operations. Our guiding Tax Principles serve as a compass, guiding our decisions with integrity, transparency, and adherence to compliance in fiscal matters. Our tax principles are closely aligned with the "B Team Responsible Tax Principles". Tax Principles governing us: Trust: To maintain high standards of integrity with respect to tax compliance and reporting. Compliance: To observe all applicable laws, rules and regulations in the countries where we operate, including transfer pricing and to meet all tax compliance requirements in a timely manner. Transparency: To proactively disclose detailed information about the overall tax contribution of the Group to the governments of the countries where we operate. Economic Substance: We only undertake transactions which will have results that are consistent with the underlying economic consequences, including tax structures with commercial substances. Processes and Controls: Ensuring meticulous documentation of transactions and tax positions with diligent professional care and judgment, making decisions at the highest level and backing them with robust evidence. Engagement with Regulators: Working positively, proactively, and transparently with tax authorities to minimise the extent of disputes, achieve early agreement on any disputed issues when they arise, and achieve certainty wherever possible. Risk Management: To identify tax risks in a consistent and formal manner and communicate these where appropriate to the Audit & Risk Management Committee and the Board. Proactive Consultation: To actively participate in tax policy consultation processes where appropriate at a national or international level. People Progress: To develop our people, through training, experience, and opportunity. The report for FY 2023-24 is available on the website at www.vedantalimited.com. Corporate Governance Framework – Resilience for Purposeful Action A well-developed governance framework plays an integral role in delivering resilience and operational transparency. With a diligently focused governance philosophy, Vedanta has a multi-tiered governance structure with defined roles and responsibilities of every constituent of the governance system. The Board and Senior Leadership teams strike a balance between mitigating risk and sustaining profitable growth. This helps in nurturing a resilient organisation which is adaptable, agile, responsive and robust. It is able to utilise new opportunities while also recovering quickly from unforeseen challenges. The details of Risk Management frameworks have been included in the earlier section of the Integrated Annual Report. Vedanta has always been a front runner in adopting best governance practices and endeavours to embed and sustain a culture of highest ethical standards, personal and professional integrity and upholding its core values of Stakeholder Governance Integrity and Transparency Compliance and Reporting ESG Strategy, Planning and Performance Risk Management Board of Directors The Board of Directors is an apex body and a diversely constituted board creates an enlightened culture of leadership providing long-term vision and improving the governance practices with effective oversight. The Board of Directors hold a fiduciary position; exercise appropriate control and independent judgement; monitor effectiveness of the Company’s governance mechanisms; and supervise the strategic decisions on behalf of all stakeholders including shareholders. Representing a confluence of complementary skills, attributes, perspectives, expertise in critical areas and diverse backgrounds, the Board at Vedanta Limited plays a crucial role in guiding, overseeing, monitoring strategy, performance and long-term success of the Company as a whole through strategic direction. In line with the recommendations of SEBI and our persistent endeavor to adhere to the global best practices, the Company is chaired by Mr. Anil Agarwal, Non-Executive Chairman effective 01 April 2020. With a view to effectively discharge its obligations and functioning of the relevant areas, the Board has delegated certain responsibilities to its various designated Board Committees. Each Committee has a clearly defined charter containing the specific terms of reference and scope and is entrusted with discharging its duties, roles and responsibilities which further recommends to the Board for action. The details of these Committees have been provided in detail in subsequent sections in this report. Board’s Role in driving Leadership for Excellence and Innovation The Board of the Company lays significant emphasis on the business performance of the Company including its future strategy to ensure that the performance of the Company remains healthy and its growth is sustainable. To ensure utmost dedication is given to all businesses, the Company has appointed respective business Chief Executive Officers (“CEO”) and Chief Financial Officers (“CFO”) who directly report to the Group Executive Director and CFO respectively. Monthly Executive Committee (“EXCO”) meetings are held to review the performance of each of the businesses. In the quarterly Board meetings, review presentations are made on different businesses by the respective business CEOs and CFOs. Inputs of Board meetings are implemented and update on the same is also provided in the subsequent meetings. The Board proactively also asks for various detailed analysis, benchmarking, review presentations, status updates etc. Based on updates and presentations made, the Board then provides their suggestions to improve the business performance and strategy. Since our Board members have rich prior experience across industry and they come from diverse backgrounds, they provide valuable insights to the senior management about various emerging trends, industry practices, potential growth opportunities, risks etc. Innovation and Technology will pave the way for its steady growth of the Company and accordingly new ideas, innovation and pioneering technologies to create sustainable and long-term value for its stakeholders is encouraged by the Board. Innovation and Technology also form part of our seven pillars. The Board plays a crucial role in guiding and supporting innovation. Board helps in driving strategy for innovation, assessing innovation effectiveness, encouraging and suggesting more areas for innovation. Trust, Entrepreneurship, Innovation, Excellence, Integrity, Respect and Care. The governance framework of the Company is underpinned through its resounding core values with the strength of leading vision, strategic mission, and the primary objective of delivering sustainable growth. Corporate Governance Framework 268 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 269 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Chairman • Leads the Board and ensures that it discharges its responsibilities effectively; • Develops succession plan for Board appointments for approval by the Board; • Identifies strategic priorities and new business opportunities to enhance shareholder value; • Promotes the highest standards of integrity, probity and governance; • Chairs the Board meeting and facilitates active engagement of all Directors; • Oversees the Director’s induction, performance and ongoing development; and • Engages with Company’s stakeholders to ensure that an appropriate balance is maintained between various interests. Vice-Chairman • Supports the Non-Executive Chairman in executing the overall vision and strategy of the Group; • Enhances and sustains the Group’s overall HSE, people, digital and technology, ethics and compliance practices at global standards; The reporting structure, as shown below, between the Board, Board Committees and Management Committees forms the backbone of the Group’s Corporate Governance framework. Separate Role of Chairman and Executive Director The roles and responsibilities of the Chairman of the Board and Executive Director have been demarcated and the positions are held by separate individuals. Further, during FY 2023-24, the Company also had a separately designated CFO and Company Secretary (“CS”) & Compliance Officer. Changes in Directors/Key Managerial Personnel (“KMP”) of the Company during FY 2023-24: Director/KMP Designation Nature of Change (Appointment/ Re-appointment/Cessation) Date of Change Tenure Till Dindayal Jalan1 Non-Executive Independent Director Re-appointment 01 April 2023 31 March 2026 Navin Agarwal2 Whole-Time Director designated as Executive Vice-Chairman Re-appointment 01 August 2023 31 July 2028 Priya Agarwal Hebbar3 Non-Executive Director Re-appointment 17 May 2023 16 May 2028 Sunil Duggal4 Whole-Time Director & CEO Cessation on completion of tenure 01 August 2023 NA Arun Misra5 Executive Director Appointment 01 August 2023 31 May 2025 Sonal Shrivastava6 Chief Financial Officer Appointment Cessation 01 June 2023 25 October 2023 NA Ajay Goel7 Chief Financial Officer Cessation Appointment 10 April 2023 30 October 2023 NA 1. Mr. Dindayal Jalan has been re-appointed as a Non-Executive Independent Director of the Company for a second and final term of three (03) years effective from 01 April 2023. 2. Mr. Navin Agarwal has been re-appointed as a Whole-Time Director designated as Executive Vice-Chairman of the Company for a period of five (05) years effective from 01 August 2023. 3. Ms. Priya Agarwal Hebbar has been re-appointed as a Non-Executive Director of the Company for a period of five (05) years effective from 17 May 2023. 4. Mr. Sunil Duggal superannuated on completion of his tenure as the Whole-Time Director & CEO of the Company effective close of business hours on 31 July 2023. 5. Mr. Arun Misra has been appointed as a Whole-Time Director designated as Executive Director of the Company effective from 01 August 2023. 6. Ms. Sonal Shrivastava had been appointed as the CFO & KMP of the Company with effect from 01 June 2023. Thereafter, she tendered her resignation as the CFO & KMP of the Company with effect from close of business hours on 24 October 2023. 7. Mr. Ajay Goel ceased to be the Acting CFO & KMP of the Company with effect from close of business hours on 09 April 2023. As part of our structured re-hiring program “Gharwapsi”, he joined back and was appointed as the CFO & KMP of the Company with effect from 30 October 2023. Particulars of Senior Management Personnel (“SMP”) including Changes therein during FY 2023-24: SMP Designation Nature of Change during FY 2023-24, if any (Appointment/Re-appointment/Cessation) Madhu Srivastava1 Group CHRO - John Slaven2 CEO – Aluminium Business Appointment effective from 03 October 2023 Nicholas John Robert Walker3 CEO – Cairn Oil & Gas Cessation effective from 04 August 2023 1. The Board of Directors of the Company, on the recommendation of the Nomination & Remuneration Committee, approved the identification of Ms. Madhu Srivastava as SMP in the meeting held on 07 May 2019. 2. The Board of Directors of the Company, on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Mr. John Slaven as CEO – Aluminium Business and designated him as SMP effective from 03 October 2023. 3. Mr. Nicholas John Robert Walker (“Nick”) ceased to be CEO – Cairn Oil & Gas and SMP effective from 04 August 2023. • Oversees stakeholder engagement in India and globally; • Ensures effective execution of growth projects to deliver value; and • Provides mentoring to some of the key corporate functions like the people function, management assurance and IR including key leadership development. Executive Director • Leads the management team; • Develops and executes the corporate strategy in conjunction with the Board; • Implements the decisions of the Board and its Committees; • Develops Group policies and ensures effective implementation; and • Enhances shareholder value and implements the organisation’s vision, mission, and overall direction. Senior Management • Develops and executes business strategy; and • Manages day-to-day decisions and ensures that decisions are in parity with the long-term objectives and policies of the Company. Chairperson Member Executive Director(s) Board of Directors Executive Committee Audit & Risk Management Committee UK Sinha Dindayal Jalan Akhilesh Joshi Stakeholders' Relationship Committee Dindayal Jalan UK Sinha Padmini Sekhsaria Arun Misra 1 Corporate Social Responsibility Committee Akhilesh Joshi UK Sinha Padmini Sekhsaria Priya Agarwal Hebbar Nomination & Remuneration Committee UK Sinha Anil Agarwal Dindayal Jalan ESG Committee UK Sinha Akhilesh Joshi Priya Agarwal Hebbar Arun Misra 1 Share & Debenture Transfer Committee Dindayal Jalan Anupam Kumar 2 Jagdeep Singh 3 Committee of Directors Navin Agarwal Dindayal Jalan Arun Misra 1 1 Mr. Arun Misra, Executive Director of the Company had been inducted as the Member of Stakeholders' Relationship Committee, ESG Committee and Committee of Directors with effect from 01 August 2023. 2 Mr. Anupam Kumar, Dy. CFO of the Company had been inducted as the Member of the Share & Debenture Transfer Committee with effect from 12 May 2023. 3 Mr. Jagdeep Singh ceased to be a Member of the Committee with effect from 29 April 2024. Shareholders Board Composition and Size The Board comprises of a One-Tier Structure with an optimum mix of Executive, Non-Executive, Independent and Women Directors from diversified backgrounds possessing considerable experience and expertise to promote shareholder interests and govern the Company effectively by providing valuable oversight and insightful strategic guidance. As on 31 March 2024, the Board comprises of eight (08) members, consisting of a Non-Executive Chairman, an Executive Vice Chairman, an Executive Director, a Non- Executive Woman Director and four (04) Non-Executive Independent Directors including one (01) Woman Director. The composition is in conformity with the provisions of Listing Regulations and Companies Act, 2013 (the “Act”) and in line with global best practices. Also, the Company strives to maintain the target share of Independent Directors at 50% or more as per applicable provisions. Further, the changes in the composition of the Board of Directors that took place during the year under review were in compliance with the provisions of the Act and Listing Regulations. 270 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 271 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Tenure Analysis of Board of Directors as on 31 March 2024 Tenure (No. of Directors) Board Diversity Average Tenure as on 31 March 2024 (in years) 50% 75% 25% 25% 25% Independent Director Executive Director Non-Executive Non‑Independent Director Men Women < 2 years ≥ 2 years < 4 years ≥ 4 years < 6 years ≥ 6 years 1 3 3 3.74 5.65 5.44 4.64 1 Independent Directors Executive Directors Non-Executive Non-Independent Directors Board The Board reviews its composition, competency and diversity from time to time to ensure that it remains aligned with the statutory requirements under law as well as with the global practices. Diversity, Equity, and Inclusion (DEI) Vedanta is committed to the cause of promoting diversity and inclusion within the organisation and in larger communities who we partner with. Our objective is to achieve gender parity across all levels starting from our Board. We are committed to providing equal opportunities in employment and creating an inclusive workplace and work culture in which all employees are treated with respect, care, fairness, sensitivity, and dignity. Workforce diversity is Our workplace policies play an important role in reinforcing a culture on founding principles of DEI. Policies have a strong underpinning on the way we work and approach our lives. These policies ensure that we adhere to highest standards of professionalism and conduct at workplace. Our policies around work-life integration are best-in-class and are framed after extensive deliberations with impacted groups. The Company has in place a Diversity, Equity & Inclusion Policy which shall help us define, strategise, plan, and implement the essential roadmap, guidance, and measurement towards bridging the gaps as we work on different facets that have a bearing on achieving diversity goals. This policy is forward-looking and sets a vision for DEI for businesses across the Vedanta Group. The policy can be accessed at www.vedantalimited.com. The key KPIs which we regularly monitor are: • Gender Diversity (%) • Gender Diversity in decision making bodies (%) • Gender Diversity in enabling functions (%) • Gender diversity in technical/shopfloor functions (%) • Diversity beyond gender – Specially abled, LGBTQ etc. (Nos.) Global Diversity and Inclusion Benchmarks Model Internal processes and policies External partnerships Foundation Bridging • Recruitment, development, and advancement • Policies on workplace conduct, benefits, work-life balance and flexibility • Job design, classification, and compensation • D&I education and training • Community, government relations and social responsibility • Industry bodies partnership • Diversity and Inclusion vision, strategy, and business case • Leadership and accountability • Leadership and employees' competence and diversity intelligence • Infrastructure and execution principles • Assessment, communication, and sustainability Additionally, the Company has in place a Board Diversity Policy as a subset of the above policy. This policy can be accessed at www.vedantalimited.com. Your organisation recognises and embraces board diversity as an indispensable component in upholding a competitive advantage. The Board comprises of two (02) women directors including one Independent Director. Key Board Qualifications, Skills, and Attributes The table below summarises the key qualifications, skills and attributes which are taken into consideration while nominating to serve on the Board and to function effectively. While all the Board members possess the identified skill, their domain of core expertise is given in the table. Business Leadership Sustainable success in business at a senior executive level Natural Resources Senior executive experience in a large, global mining and oil & gas organisations involved in the discovery, acquisition, development and marketing of natural resources/materials Financial expertise Proficiency in financial accounting and reporting, corporate finance and internal controls, corporate funding, and associated risks Corporate Governance Experience with a major organisation that demonstrates rigorous governance standards Mergers and Acquisition Experience in corporate transactions and actions and joint ventures Capital Projects Experience working in an industry with projects involving large-scale long-cycle capital outlays Government and International Relations Interaction with Government and regulators and involvement in public policy decisions Global Experience Experience in multiple global locations, exposed to a range of political, cultural, regulatory and business environments ESG Familiarity with issues associated with workplace health and safety, asset integrity, environment and social responsibility, and communities Technology/Digital A strong understanding of technology and innovation, and the development and implementation of initiatives to enhance production a business imperative at our organisation, and we strive to ensure that our workforce is representative of all sections of the society. We believe that, by doing so, we would be equipped to deliver better business results. The Vedanta Group deploys benchmark model which focuses on a holistic approach ensuring to create an everlasting workplace culture for individuals from diverse background irrespective of gender, ethnicity, region, religion, physical ability, age, and sexual orientation are representative of a variety of perspectives and experiences. The model is derived from the Global Diversity & Inclusion Benchmark Model O Mara and Richter 2014 which focuses on four major areas: 272 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 273 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Board of Directors Anil Agarwal Non-Executive Chairman DIN: 00010883 Padmini Sekhsaria Independent Director DIN: 00046486 Priya Agarwal Hebbar Non-Executive Director DIN: 05162177 Akhilesh Joshi Independent Director DIN: 01920024 Navin Agarwal Executive Vice-Chairman DIN: 00006303 Dindayal Jalan Independent Director DIN: 00006882 UK Sinha Independent Director DIN: 00010336 Arun Misra Executive Director DIN: 01835605 Age (As on 31 March 2024) 71 years Initial Date of Appointment 01 April 2020 Date of Re-appointment NA Tenure Till NA Tenure as on 31 March 2024 4 years Shareholding Nil Board Membership – Other Indian Listed Companies Sterlite Technologies Limited Non-Executive Chairman No. of Directorships in Public Limited Companies 3 Member/Chairperson in Committee(s) Member: Nil Chairperson: Nil Area of Expertise Age (As on 31 March 2024) 48 years Initial Date of Appointment 05 February 2021 Date of Re-appointment 05 February 2023 Tenure Till 04 February 2025 Tenure as on 31 March 2024 3.2 years Shareholding Nil Board Membership – Other Indian Listed Companies Everest Industries Limited Non-Executive Non-Independent Director No. of Directorships in Public Limited Companies 2 Member/Chairperson in Committee(s) Member: 1 Chairperson: Nil Area of Expertise Age (As on 31 March 2024) 34 years Initial Date of Appointment 17 May 2017 Date of Re-appointment 17 May 2023 Tenure Till 16 May 2028 Tenure as on 31 March 2024 6.9 years Shareholding Nil Board Membership – Other Indian Listed Companies Hindustan Zinc Limited Non-Executive Chairperson No. of Directorships in Public Limited Companies 2 Member/Chairperson in Committee(s) Member: Nil Chairperson: Nil Area of Expertise Age (As on 31 March 2024) 70 years Initial Date of Appointment 01 July 2021 Date of Re-appointment 01 July 2022 Tenure Till 30 June 2024 Tenure as on 31 March 2024 2.8 years Shareholding 200 shares Board Membership – Other Indian Listed Companies Hindustan Zinc Limited Independent Director No. of Directorships in Public Limited Companies 6 Member/Chairperson in Committee(s) Member: 6 Chairperson: Nil Area of Expertise Age (As on 31 March 2024) 63 years Initial Date of Appointment 17 August 2013 Date of Re-appointment 01 August 2023 Tenure Till 31 July 2028 Tenure as on 31 March 2024 10.6 years Shareholding Nil Board Membership – Other Indian Listed Companies Hindustan Zinc Limited Non-Executive Director No. of Directorships in Public Limited Companies 2 Member/Chairperson in Committee(s) Member: Nil Chairperson: Nil Area of Expertise Age (As on 31 March 2024) 67 years Initial Date of Appointment 01 April 2021 Date of Re-appointment 01 April 2023 Tenure Till 31 March 2026 Tenure as on 31 March 2024 3 years Shareholding 11,000 shares Board Membership – Other Indian Listed Companies None No. of Directorships in Public Limited Companies 3 Member/Chairperson in Committee(s) Member: 4 Chairperson: 2 Area of Expertise Age (As on 31 March 2024) 72 years Initial Date of Appointment 13 March 2018 Date of Re-appointment 11 August 2021 Tenure Till 10 August 2024 Tenure as on 31 March 2024 6.1 years Shareholding Nil Board Membership – Other Indian Listed Companies Havells India Limited Independent Director Nippon Life India Asset Management Limited Independent Director and Chairperson SIS Limited Independent Director New Delhi Television Limited Independent Director and Chairperson Cube Highways Fund Advisors Private Limited (InvIT listed) Independent Director No. of Directorships in Public Limited Companies 7 Member/Chairperson in Committee(s) Member: 9 Chairperson: 4 Area of Expertise Age (As on 31 March 2024) 58 years Initial Date of Appointment 01 August 2023 Date of Re-appointment NA Tenure Till 31 May 2025 Tenure as on 31 March 2024 0.7 years Shareholding 94,277 shares Board Membership – Other Indian Listed Companies Hindustan Zinc Limited Whole-Time Director & CEO No. of Directorships in Public Limited Companies 4 Member/Chairperson in Committee(s) Member: 3 Chairperson: Nil Area of Expertise Profile available at www.vedantalimited.com Profile available at www.vedantalimited.com Notes • The number of directorships (hereinafter referred to as “Mandates” or “Directorships”) in Public Limited Companies includes Vedanta Limited. • As per Regulation 26 of the Listing Regulations, the number of directorships excludes Private Companies, Foreign Companies and Companies under Section 8 of the Act. • For the membership and chairpersonship in Committees, only Audit Committee and Stakeholders’ Relationship Committee have been considered as per Regulation 26 of the Listing Regulations. Also, all Public Limited Companies, whether listed or not, have been included and all other Companies including Private Limited Companies, Foreign Companies, high value debt listed entities and Companies under Section 8 of the Act, have been excluded. • In the Committee details provided, every chairpersonship is also considered as a membership. • The Company has not issued any convertible instruments. Hence, none of the Directors hold any such instruments. 274 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 275 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Declarations and Confirmations With respect to directorship and membership of the Directors, it is hereby confirmed that: 1. None of the Directors: a) is a Director in more than ten (10) public limited companies in terms of Section 165 of the Act; b) holds directorship in more than seven (07) listed entities pursuant to Regulation 17A(1) of Listing Regulations; c) acts as an Independent Director in more than seven (07) listed entities pursuant to Regulation 17A(1) of Listing Regulations; d) who serves as a Whole-Time Director of the Company, is serving as an Independent Director in more than three (03) listed entities pursuant to Regulation 17A(2) of Listing Regulations; e) is a member of more than ten (10) Board level committees of Indian public limited companies pursuant to Regulation 26(1) of Listing Regulations; f) is a Chairperson of more than five (05) committees across all companies in which he/ she is a director pursuant to Regulation 26(1) of Listing Regulations; g) is related to other Directors except Ms. Priya Agarwal Hebbar, Mr. Navin Agarwal and Mr. Anil Agarwal. Ms. Priya Agarwal Hebbar is the daughter of Mr. Anil Agarwal and Mr. Anil Agarwal is the elder brother of Mr. Navin Agarwal; h) who is serving as a Non-Executive Director of the Company, has attained the age of seventy- five years pursuant to Regulation 17(1A) of Listing Regulations. 2. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and Listing Regulations. Process for Board of Directors, KMP and SMP Appointments The Board, with the support of the Nomination and Remuneration Committee (“NRC”), keeps under constant review the composition of the Board and its Committees, succession planning, diversity, inclusion and remuneration related matters. It has sought to balance the composition of the Board and its Committees and to refresh them progressively over time. In discharging its responsibilities, the NRC regularly reviews the structure, size and composition of the Board and its Committees, including skills, knowledge, independence and diversity, to ensure they are aligned with the Group’s strategy. The NRC strongly believes that diversity and providing an inclusive culture is a key driver of business success and the Committee is committed to having a diverse and inclusive leadership team which provides a range of perspectives, insights and critical challenge needed to support good decision-making, helping with risk management and strategic planning at the current time of crisis. We base our appointments to the Board on merit, and on objective selection criteria, with the aim of bringing a range of skills, knowledge, and experience to Vedanta. This involves a formal and rigorous process to source strong candidates from diverse backgrounds and conducting appropriate background and reference checks on the shortlisted candidates. We aim to appoint people who will help us address the operational and strategic challenges and opportunities facing the Company and ensure that our Board is diverse in terms of gender, nationality, social background, and cognitive style. As part of our appointment strategy, a mapping of potential names is conducted through recommendation from leading recruitment firms, senior leaders, and advisors in the industry etc. Following the comprehensive mapping, the candidates are shortlisted based on the parameters such as qualification, background, expertise, and experience in sectors relevant to the Company, ability to contribute to the Company’s growth and complementary skills in relation to the other directors and upon evaluation, recommended by the NRC to the Board. We believe that an effective Board combines a range of perspectives with strong oversight, combining the experience of Directors who have developed a deep understanding of our business over several years with the fresh insights of newer appointees. We aim for our Board composition to reflect the global nature of our business. Board Familiarisation and Induction Program The Company has developed comprehensive induction processes for newly inducted directors which are tailored to their individual needs and intend to provide introduction to the Company’s vision, mission, values, operations, challenges, structure and risks. As a part of an ongoing familiarisation process, the directors are updated about the significant regulatory/industry changes on regular basis through formal reporting process. Process for Selection and Appointment of new Directors: The criteria for nominating a candidate for directorship has been provided for in the NRC Policy of the Company which can be accessed at www.vedantalimited.com. Identification of Candidate to be appointed as Director NRC is responsible for identification and selection for appointment as a Director Recommendation by NRC Upon evaluation, the Committee makes recommendation to the Board for approval Board Approval The Board Members after approval recommend the appointment to shareholders for approval Shareholders’ Approval The proposal is placed before shareholders for approval Orientation Program upon induction of New Directors Other Initiatives to update the Directors on a continual basis: Roles & Responsibilities Briefing about role, responsibilities, duties and obligations as member of the Board. Active Communication Channel An active communication channel with executive management which allows free flow of communication among directors. Plant/Site Visits Visits to plants and business locations are organised periodically to provide insights into the Company’s operations. Business and Regulatory Presentations Presentations on regulatory and business environment, Business Plan, risk management framework, internal audit and controls, cyber security, HSE, compliance reports, tax and treasury reports, key accounting matters, CSR, HR initiatives, Digitalisation and Technology initiatives and Company policies and other relevant issues. Interactive Sessions Interactive sessions with senior management, business and functional heads. Update on Company's performance and operations Update on Company’s and its subsidiaries performance/operations/updates/major developments affecting the business by various reports on quarterly basis along with major stock exchange announcements, press releases etc. Trainings 1. Education to the directors for deeper knowledge and understanding of key ESG issues and advancing the field of sustainability by enabling incorporation of ESG in decision-making and operations. 2. Training on major issues relating to Information Security and Data Governance. Familiarisation Pack Familiarisation pack is uploaded on a secured online portal which can accessed only by the Board members. The pack includes various documents vis-a-vis. Organisational structure, the Company’s history and milestones, Memorandum and Articles of Association, latest Annual Report, Code of Conduct, Investor Presentations, CEO/CFO reports, Minutes of previous meetings, Policies and Charters etc. The detailed familiarisation program can be accessed on the Company’s website at www.vedantalimited.com. Succession Planning Succession Planning is critical to the success of the Company as it ensures continuity and sustainability of corporate performance. It involves a process that recognises, develops, and retains top leadership talent and further helps in identifying key roles and mapping out ways to ensure the organisation has the right people with the right blend of skills, aptitude, expertise, and experiences, in the right place and at the right time. As per the NRC Policy of the Company, the NRC has laid a succession plan outlining the process for retaining, developing, and/or appointing the Board of Directors, KMPs and SMPs of the Company and it reviews such plans on an annual basis and recommend revisions, if any, to the Board. The NRC works with the management and follows the below process for effective succession planning: 1. Identification of key critical positions across businesses; 2. Assessment of potential employees and identification of 3 stage successors; and 3. Development of the talent pool through actions such as involvement in strategic meetings, leadership workshops with top management, coaching, anchoring, job rotations, role enhancement, council memberships and involvement in cross function projects etc. 276 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 277 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 • Strong Management in Place (“MIP”) with right people in right roles • Develop Top talent for future leadership roles • Robust leadership pipeline- 3 successors for all key positions • Talent Management Framework • Identify business critical key roles • Identify and develop Top Talent • Identify “Ready Now” successors • Identify ready in 1-2 years and 3-5 years successors Leadership Succession Planning • Successors prepared and ready to take over even before the position is vacant • A “future-proof” workforce better prepared to thrive in dynamic conditions • Greater organisational stability and resilience Objective Approach Outcome Processes to avoid Conflicts of Interest for Directors/KMPs/SMPs Your Board has in place a well-defined process with respect to disclosure of interest and associated matters in accordance with the guidelines prescribed by the Act and Listing Regulations. Each Director/KMP/SMP promptly discloses actual or potential conflicts and any changes, to the Board which are further noted at forthcoming Board meeting. The Board considers and authorises potential or actual conflicts, as appropriate. Directors with a conflict neither participate in the discussion nor vote on the matter in question. Independent Directors The Independent Directors of the Company abide by the definitions/criteria prescribed in the Act and Listing Regulations. Based on the disclosures received from all the Independent Directors and in the opinion of the Board, the Independent Directors fulfil the conditions specified in the Act, the Listing Regulations and are independent of the Management. As on 31 March 2024, the Board consists of 04 Independent Directors, out of which one is woman. Meeting of Independent Directors Regulation 25 of Listing Regulations and Schedule IV of the Act, read with the Rules thereunder mandate that the Independent Directors of the Company shall hold at least one meeting in a financial year, without the presence of Non- Independent Directors and members of the Management. At such meetings, the Independent Directors discuss, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board, project execution, strategy, governance, compliance, Board movements, human resource matters and performance review of the Non-Independent Directors, the Board as whole, including the Chairman, Vice-Chairman and Executive Director(s). Additionally, the Independent Directors also met separately with the Statutory Auditors thrice during the year to discuss matters such as key accounting issues, risks, overall control environment and to invite their overall feedback. The Committees and the Board are updated by the Independent Directors about the outcome of the meetings and actions, if any, required to be taken by the Company. During FY 2023-24, the Independent Directors met without the presence of management on 29 September 2023 (for considering the demerger proposal) and 20 March 2024 chaired by Mr. UK Sinha. Databank Registration of Independent Directors Pursuant to the MCA notification dated 22 October 2019, requisite confirmations have been received from all the Independent Directors of the Company with respect to registration on the Independent Directors’ Databank. Performance Evaluation Corporate Governance encompasses a set of systems and practices to ensure that the Company’s affairs are being managed in a manner which ensures accountability, 75% 25% Men Women transparency and fairness in all transactions in the widest sense. The essence of Corporate Governance lies in promoting and maintaining integrity, transparency and accountability in the management higher grades. The Board recognises the benefit of evaluation exercise that provides meaningful insight to Board members on how they can improve their individual and collective contribution to the leadership and effectiveness of the Group. The Board in consultation with NRC, lay down the evaluation criteria for the performance of the Chairman, Vice-Chairman, the Board, Board Committees, and Executive/Non-Executive/ Independent Directors through peer evaluation, excluding the director being evaluated. In line with the previous year, an evaluation was carried out by an external third party through a secured online questionnaire platform to capture the views of each Director. The evaluation was carefully structured but pragmatic, designed to bring about a genuine debate on issues that were relevant, check on progress against matters identified in the previous evaluation, and assist in identifying any potential for improvement in the Board’s processes as given below: Tailored questionnares prepared by external agency and confirmed with the chairperson of NRC; Secured online platform for providing the responses; Results of the evaluation compiled by the external agency without involvement of the management Sharing of evaluation results; and Outcome and feedback discussed at the NRC, Seperate Meeting of Independent Directors and Board Meeting and Action Plan agreed. Board as a whole • Assessment of Company as a whole, its performance, its goals and functions of the Board; • Quality of decision making and Board Practices; • Composition, structure and quality; • Board Meetings; • Board Environment; • Relationship with Senior Management; • Progress against development areas. Board Committees • Committee Meetings and Information; • Effectiveness of Committee in terms of well-defined policies and charters; • Committee Composition and Operation; • Specific Committee responsibilities; • Progress against development areas. Individual Directors • Preparedness and Participation of the Director for the meetings; • Understanding of Company's mission, vision, industry, business etc.; • Quality of discussions during meetings; • Personality and Conduct of Director; • Quality of the value additions. Chairman & Vice‑Chairman • Demonstration of effective Leadership; • Objectivity in discussions; • Constructive communication and relationship with other directors; • Contribution in enhancing Company's image; • Availability and approachability to discuss sensitive matters. Results of Performance Evaluation Individual Directors Evaluation Board Self Evaluation Chairman/Vice-Chairman Evaluation Committee Evaluation • Report shared with the Chairman, Vice-Chairman and respective Individual Directors; • Summary of evaluation of Executive Directors shared with the Independent Directors and discussed in the separate meeting of Independent Directors. • Report shared with all Directors; • Results discussed in meeting of NRC and Board and separate meeting of Independent Directors. • Summary report shared with the Chairperson of NRC; • Evaluation results also discussed in separate meeting of Independent Directors. • Summary report shared with all Directors; • Results discussed in meeting of NRC and Board and separate meeting of Independent Directors. 278 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 279 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Outcome of Performance Evaluation The evaluation concluded with overall positive ratings and that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. It was indicated that the Board is performing with suitable mix of expertise that continue to exhibit a collaborative and beneficial mindset, creating a conducive environment at Board meetings for participation and challenge. The Board in junction with its committees is functioning effectively Board and Executive Leadership Remuneration Policy The Remuneration Policy is significant in ensuring that competitive and impartial rewards are linked to key deliverables and are also in line with market practices and shareholders’ expectations. The NRC ensures that remuneration policies and practices are framed and intended to attract, retain and encourage the Executive Directors and the senior management group, while simultaneously meeting the delivery of the Group’s strategic and business objectives. The NRC further ensures the interests of the Executive Directors and the senior management group are aligned with those of shareholders, to build a sustainable performance environment. Remuneration Components: The Executive Directors' remuneration has two components: fixed pay and annual variable pay including stock incentives (performance linked incentive). The fixed component is based upon the industry practice and benchmarks considering the experience, skill, knowledge and job responsibilities. The Meetings of the Board and Committees towards its duties as all the important issues which in addition to Committee’s terms of reference are brought up and discussed in the meetings. The Directors appreciated the remarkable quality of plants and assets possessed by the Company and the leadership quality. The Directors also highly regarded the consistency in maintaining the balance between short-term and long-term goals and the CSR and ESG initiatives undertaken by the Company. The effectiveness review identified some opportunities for the Board which will be acted upon going forward. performance linked incentive is linked to the achievement of the Company and individual performance goals. Such variable compensation is ‘at risk’, and rewards performance and contributions to both short-term and long-term financial performance of the Company. The remuneration of the Executive Directors is governed by the agreements executed with them, subject to the approval of the Board and of the shareholders in general meetings and such other approvals as may be necessary. The Non-Executive Independent Directors are paid remuneration by way of commission and sitting fees. The appointment letter detailing the terms and conditions of appointment of Non- Executive Independent Directors is available on the Company’s website at www.vedantalimited.com. The Board decides the payment of commission within the limits approved by the members subject to the limit not exceeding 1% of the net profits of the Company. Further, it may be noted that no stock options were issued to the Non‑Executive Independent Directors during the year. The details of remuneration paid/payable to the Directors during FY 2023-24 are as follows: Schedule of meetings and agenda matters • The Board meets at regular intervals to discuss and decide on Company/business policy and strategy in addition to the statutory and other matters. The Board and Committee meetings are pre-scheduled and an annual calendar of the meetings is circulated to all the Directors well in advance to facilitate planning of their schedule and to ensure meaningful participation in the meetings. However, in case of business exigencies/ urgencies resolutions are passed through circulation or additional meetings are conducted; • The Board, Audit & Risk Management Committee and the NRC are facilitated with annual agenda plan in advance in order to enable the members to focus on key areas of organisational performance and designing the future strategy. The annual agenda plans are finalised with the inputs from the Board members and are approved by the Board. Additional agenda matters are taken up on requirement basis. Information presented at meetings • The Board business generally includes consideration of important corporate actions and events including but not limited to: a) quarterly and annual result announcements; b) oversight of the performance of the business; c) development and approval of overall business strategy; d) Board succession planning; e) review of the functioning of the Committees; f) review of internal controls and risk management; and g) other strategic, transactional and governance matters as required under the Act, Listing Regulations and other applicable laws; • The management team is invited to present the performance on key areas such as the Company’s major business segments and their operations, subsidiary performance and key functions from time to time. Circulation of Agenda • The Agenda is finalised by the CS, in discussion with the CFO, Executive Director, Vice-Chairman and Chairman; • All the Agenda papers are disseminated electronically on a real-time basis. The papers are uploaded on a secured online platform specifically designed for this purpose, thereby eliminating circulation of printed agenda papers. The online platform also enables the Board to access the historical agendas, minutes, constitutional documents, committee charters etc. It enables the participants to make notes and exchange notes amongst each other under a secured environment; • The Agenda papers other than in nature of UPSI are circulated well in advance as per statutory requirements and those in nature of UPSI are circulated at least 24 hours in advance with the approval of the Board. Conduct and recording of meetings • Majority of the meetings are conducted as physical meetings, however, at times, it may not be possible for each one to be physically present at all meetings. Hence, we provide the facility of video conferencing/telepresence to the members and invitees at various locations across the globe; • All the meetings conducted through telepresence are recorded and stored as per statutory requirements. The CS records minutes of all the Board and Committee meetings. Post Meeting summary/ Follow-up • Post conclusion of each of the Board/Committee meeting, the CS circulates the summary of the proceedings of all meetings along with the action points, if any; • Various decisions taken at Board/Committee meetings are promptly communicated to the concerned departments/ divisions; • Draft minutes and signed minutes are circulated to Board/ Committee members within the timelines prescribed under Secretarial Standards; • The matters arising from the previous meetings are taken up at the respective forthcoming Board/Committee meeting. Remuneration paid or payable to Directors for the year ended 31 March 2024 Name of the Director Relationship with other Directors(1) Sitting Fees Salary and Perquisites(8) Provident, and Superannuation Funds Commission to non-executive directors/ performance incentive for the Executive Directors(9) Total Vedanta Limited ESOS 2020, ESOS 2021, ESOS 2022, ESOS 2023 (10) NON-EXECUTIVE CHAIRMAN Anil Agarwal Refer Note(1) 15,00,000 - - - 15,00,000 - TOTAL 15,00,000 - - - 15,00,000 - EXECUTIVE DIRECTORS Navin Agarwal(2) Refer Note(1) - 12,13,40,024 64,82,095 10,00,00,000 22,78,22,119 - Sunil Duggal(3) None - 2,57,33,119 9,86,064 3,00,00,000 5,67,19,183 3,42,800 Arun Misra(4) None - - - - - - TOTAL - 14,70,73,143 74,68,159 13,00,00,000 28,45,41,302 3,42,800 INDEPENDENT NON-EXECUTIVE DIRECTORS UK Sinha None 31,00,000 - - 75,00,000 1,06,00,000 - Dindayal Jalan(5) None 29,00,000 - - 75,00,000 1,04,00,000 - Akhilesh Joshi(6) None 25,00,000 - - 75,00,000 1,00,00,000 - Padmini Sekhsaria None 10,00,000 - - 75,00,000 85,00,000 - TOTAL 95,00,000 - - 3,00,00,000 3,95,00,000 - NON-INDEPENDENT NON-EXECUTIVE DIRECTORS Priya Agarwal Hebbar(7) Refer Note(1) 15,00,000 - - 1,45,00,000 1,60,00,000 - TOTAL 15,00,000 - - 1,45,00,000 1,60,00,000 - GRAND TOTAL 1,25,00,000 14,70,73,143 74,68,159 17,45,00,000 34,15,41,302 3,42,800 Notes: 1. Ms. Priya Agarwal is the daughter of Mr. Anil Agarwal and Mr. Anil Agarwal is the elder brother of Mr. Navin Agarwal. 2. Sitting fees and commission paid to Mr. Navin Agrawal by Hindustan Zinc Limited (“HZL”), a subsidiary of the Company, was ` 6,75,000 and ` 29,92,500 respectively during FY 2023-24 not included above. Mr. Navin Agarwal has been awarded 3,51,000 units in FY 2021-22, 2,95,000 units in FY 2022-23 and 4,36,500 units in FY 2023-24 under Long Term Incentive Plan of Vedanta Resources Limited (“VRL”). Additionally, Mr. Navin Agarwal was paid the following amounts from VRL: - GBP 9,37,605 on account of vesting of VRL Cash Based Plan 2020 on 6 November 2023 upon achievement of performance parameters. - GBP 85,000 as commission for his services to VRL Board. 280 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 281 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 3. Mr. Sunil Duggal superannuated on completion of his tenure as the Whole Time Director & CEO effective close of business hours on 31 July 2023. 4. Mr. Arun Misra has been appointed as an Executive Director of the Company with effect from 01 August 2023. No remuneration was drawn by Mr. Misra from the Company during FY 2023-24. The total remuneration paid by HZL to Mr. Misra was ` 12,71,51,286 during FY 2023-24. As part of Vedanta Limited ESOS Scheme, he was granted 3,40,800 total stock options. 5. Sitting fees and commission paid to Mr. Dindayal Jalan by Bharat Aluminium Company Limited (“BALCO”), a subsidiary of the Company, was ` 3,50,000 and ` 15,23,000 respectively during FY 2023-24 not included above. 6. Sitting fees and commission paid to Mr. Akhilesh Joshi by HZL was ` 9,25,000 and ` 29,92,500 respectively during FY 2023-24 not included above. 7. Sitting fees and commission paid to Ms. Priya Agarwal Hebbar by HZL was ` 4,50,000 and ` 31,00,000 respectively during FY 2023-24 not included above. 8. Value of Perquisites as per rule u/s 17(2) of Income-Tax Act, 1961 does not include perquisite value of Superannuation. Further, as the liabilities for defined benefit plan, i.e., gratuity are provided on accrual basis for the Company as a whole, the amounts pertaining to KMP are not included above. 9. The performance incentive to Executive Directors is for FY 2022-23 which was paid during FY 2023-24. 10. The ESOS 2020, Cash Plan 2020 and VRL LTIP 2020 options/units vested upon completion of performance period with approval from NRC on 06 November 2023. The ESOS 2021, Cash Plan 2021 and VRL LTIP 2021 options/units will vest/be exercised after 36 months from date of grant i.e., on 01 November 2024, based on achievement of performance conditions. The ESOS 2022, Cash Plan 2022 and VRL LTIP 2022 options/units will vest/be exercised after 36 months from date of grant i.e., on 01 November 2025, based on achievement of performance conditions. The ESOS 2023, Cash Plan 2023 and VRL LTIP 2023 options/units will vest/ be exercised after 36 months from date of grant i.e., on 04 November 2026, based on achievement of performance conditions. Board and Committee Meetings for FY 2023-24 Meeting Q1 Apr-Jun Q2 Jul-Sept Q3 Oct-Dec Q4 Jan-Mar Total Meetings for FY 2023-24 Board 12 May 2023 30 June 2023 07 July 2023 21 July 2023 04 August 2023 29 September 2023 24 October 2023 04 November 2023 18 December 2023 25 January 2024 21 March 2024 11 Audit & Risk Management Committee 11 May 2023 30 June 2023 07 July 2023 21 July 2023 29 September 2023 24 October 2023 04 November 2023 02 December 2023 11 January 2024 25 January 2024 21 March 2024 11 Nomination & Remuneration Committee 12 May 2023 21 July 2023 04 August 2023 24 October 2023 04 November 2023 21 March 2024 6 Stakeholders’ Relationship Committee - - - 25 January 2024 1 Corporate Social Responsibility Committee 11 May 2023 - 04 November 2023 - 2 ESG Committee - 11 September 2023 - 22 February 2024 2 Committee of Directors 13 April 2023 13 July 2023 16 August 2023 05 September 2023 21 September 2023 02 December 2023 19 December 2023 26 March 2024 8 The maximum interval between any two Board meetings did not exceed 120 days, as prescribed in the Act and Listing Regulations. Board Committees The Board has constituted various sub-committees with primary objective of maintaining strong business fundamentals and delivering high performance through relentless focus on significant affairs of the Company across all its geographies. Each committee is set up by the formal approval of the Board and is guided by its respective charter which clearly defines their purpose, roles, and responsibilities. The Chairperson of the respective Committee briefs the Board on the summary of the discussions held in the Committee Meetings. The minutes of all the Committee meetings are placed before the Board for its review and noting. The CS officiates as the Secretary of these Committees. All the Statutory Committees of the Board are chaired by Independent Directors. Composition of Committees as on 31 March 2024 All the Committees have optimum composition pursuant to the Listing Regulations. Below is the composition of the Committees as on 31 March 2024: Name of Director Board Audit & Risk Management Committee Nomination & Remuneration Committee Stakeholders’ Relationship Committee Corporate Social Responsibility Committee Committee of Directors ESG Committee Mr. Anil Agarwal Mr. Navin Agarwal Mr. UK Sinha Mr. Dindayal Jalan Ms. Padmini Sekhsaria Mr. Akhilesh Joshi Ms. Priya Agarwal Hebbar Mr. Arun Misra Member Chairperson We hereby confirm that: • The total managerial remuneration paid/payable in FY 2023-24 does not exceed 11% of the net profits of the Company. • The total remuneration received by Whole-Time Directors and Independent Directors of the Company does not exceed 10% and 1% of the Net Profits of the Company, respectively. • Mr. Navin Agarwal, Executive Vice-Chairman and member of Promoter Group does not receive remuneration in excess of ` 5 crore or 2.5% of the Net Profits of the Company, whichever is higher. • None of the Non-Executive Directors, have received remuneration exceeding 50% of the total annual remuneration payable to all Non-Executive Directors. Resolution passed by Board of Directors/Committees through Circulation 09 Board of Directors 06 Audit & Risk Management Committee 17 Committee of Directors Attendance for Board and Committee Meetings held during FY 2023-24 Attendance for Board and Committee Meetings held during FY 2023-24 Name of Director Whether attended AGM on 12 July 2023 Board Meeting Audit & Risk Management Committee Nomination & Remuneration Committee Stakeholders' Relationship Committee Corporate Social Responsibility Committee ESG Committee Committee of Directors Total Meetings Entitled Total Meetings Attended Average (%) (Attended/ Entitled) (Attended/ Entitled) (Attended/ Entitled) (Attended/ Entitled) (Attended/ Entitled) (Attended/ Entitled) (Attended/ Entitled) Mr. Anil Agarwal Yes 10/11 - 5/6 - - - - 17 15 88% Mr. Navin Agarwal Yes 11/11 - - - - - 8/8 19 19 100% Ms. Priya Agarwal Hebbar Yes 11/11 - - - 2/2 2/2 - 15 15 100% Mr. UK Sinha Yes 10/11 11/11 5/6 1/1 2/2 2/2 - 33 31 94% Mr. Dindayal Jalan Yes 11/11 11/11 6/6 1/1 - - 7/8 37 36 97% Ms. Padmini Sekhsaria Yes 8/11 - - 1/1 1/2 - - 14 10 71% Mr. Akhilesh Joshi Yes 11/11 11/11 - 1/2 2/2 26 25 96% Mr. Arun Misra (Appointed as director effective 01 August 2023) NA 7/7 1/1 - 2/2 6/6 16 16 100% Mr. Sunil Duggal (Ceased to be a Director effective close of business hours on 31 July 2023) Yes 4/4 - NA - NA 2/2 6 6 100% Pursuant to Section 167 of the Act, a Director shall incur disqualification if he/she does not meet the minimum attendance criteria and absents himself/herself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence from the Board. All Directors of the Company have duly met the attendance criteria during FY 2023-24. 282 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 283 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Audit & Risk Management Committee 3 Members 100% Independence 100% Attendance 3.92 Average Tenure 11 Meetings Akhilesh Joshi Member Dindayal Jalan Member UK Sinha Chairperson The Audit & Risk Management Committee is one of the main pillars of the corporate governance of the Company. The primary function of the Audit & Risk Management Committee includes monitoring and providing effective supervision of the financial reporting; reviewing the efficacy of the risk management systems; and maintaining robustness of internal financial controls and risk management frameworks including cyber security. The Committee works to fortify the adequacy and effectiveness of the Company’s legal, regulatory, and ethical compliance and governance programs while monitoring the qualifications, expertise, resources, and independence of both the internal and external auditors; and assessing the auditors’ performance and effectiveness each year. Effective 06 June 2020, the Audit Committee and the Risk Management Committee have been consolidated to be called as the Audit & Risk Management Committee. Parallelly, the management team led by the Executive Director and Management Assurance Services (“MAS”) Head is a sub- set of this Committee and is entrusted with running the existing risk management process. The management team presents a detailed update to the Audit & Risk Management Committee twice a year on the same. A separate section on principal risks and uncertainties governing the business is covered in the Management Discussion and Analysis Report. The members of the Audit & Risk Management Committee comprise only Independent Directors to ensure the independence in terms of financial opinions and for better value addition. Each of the member of the Committee brings immense experience and possess strong accounting and financial management knowledge. In carrying out its oversight responsibilities transparently and efficiently, the Committee majorly relies on the expertise and knowledge of the management, the internal auditors, the Statutory Auditor and also uses external expertise, if required. The management is accountable for the preparation, presentation and integrity of the Company’s financial statements including The Committee also meets separately with the external auditor without members of management to seek the auditor’s judgement about the quality and applicability of the accounting principles, the reasonableness of significant judgement and the adequacy of disclosures in financial statements. On a quarterly basis, the Audit & Risk Management Committee reviews the confirmation of independence made by the Auditors, and also approves the fees paid to the Auditors by the Company, or any other company in Vedanta Group as per the Policy for Approval of Audit/Non-Audit Services to be rendered by the Auditors. The details and biographies of the Committee members are set out in the Board and Committees section of the Integrated Annual Report. The Committee fulfils the requirements as specified under the provisions of the Act and Listing Regulations with respect to the composition, independence, and financial expertise of its members. The schedule of Committee meetings held during FY 2023-24 along with its members’ attendance records are detailed in the earlier sections of the Corporate Governance Report. Performance Review of the Audit & Risk Management Committee As part of the Board’s annual evaluation of its effectiveness and that of its Committees, as described earlier in the report, the Committee assessed its own effectiveness. The Audit & Risk Management Committee members agreed that its overall performance had been effective during the year. Review of Financial Results for FY 2023-24 The Committee reviewed both Standalone and Consolidated financial statements for FY 2023-24 and based on this review and discussions with management, the Committee was satisfied that the financial statements were prepared in accordance with applicable accounting standards and fairly presented the Group’s financial position and results for the financial year ended 31 March 2024. The Committee therefore recommended the financial statements for the financial year ended 31 March 2024 for the consideration and approval of the Board. The Board accepted all the recommendations made by the Audit & Risk Management Committee during FY 2023-24. The utilisation of the Committee’s time along with its major responsibilities is detailed below: - consolidated statements, accounting, and financial reporting principles; internal control over financial reporting; and all procedures are designed to ensure compliance with accounting standards, applicable laws, and regulations as well as for objectively reviewing and evaluating the adequacy, effectiveness, and quality of the Company’s system of internal controls. M/s S.R. Batliboi & Co. LLP, Chartered Accountants (FRN: 301003E/E300005), the Company’s Statutory Auditor, is responsible for performing an independent audit of the financial statements and expressing an opinion on the conformity of these financial statements. The Audit & Risk Management Committee covers a wide range of topics for deliberations and discussions in its meetings. These includes standing items that the Committee considers as a matter of course, typically in relation to the quarterly unaudited financial statements, accounting policies and judgements and reporting matters, and an array of significant issues relevant to Vedanta’s control framework. The Committee plays a vital role in evaluating the related party transactions, scrutinising inter-corporate loans and verify that the systems for internal control are adequate and are operating effectively. The Committee, in its meetings, in addition to the members also has the following set of invitees: 30% 10% 10% 20% 30% Oversight of Financial Reporting Internal Audit and Internal Financials Controls Risk Management and Cyber Security Auditors Governance Audit & Risk Management Committee Meeting Invitees The Business and Operational Heads are invited to the meetings, as and when required The Executive Director, CFO, Group Assurance Head are permanent invitees Representatives of Executives from several departments including Accounts, Finance, Corporate Secretarial and Internal Audit The representatives of Statutory Auditors are permanent invitees • Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements are true, fair, sufficient and credible; • Discuss and review, with the management and auditors, the annual/quarterly financial statements before submission to the Board; • Review of key significant issues, tax and legal reports and management’s report; • Review of management’s analysis of significant issues in financial reporting and judgments made in preparing the financial statements; • Discuss with the Management regarding pending technical and regulatory matters that could affect the financial statements, and updates on management’s plans to implement new technical or regulatory guidelines; • Review of off-balance-sheet structures, if any; and • Review of Draft limited review/audit reports and qualifications, if any, therein. Oversight of Financial reporting • Review of the risk management framework, risk profile, significant risks, risk matrix and resulting action plans; • Review of the significant audit risks with the statutory auditor during interim review and year-end audit; • Oversight over the effective implementation of the risk management framework across various businesses; • Assurance of appropriate measures in the organisation to achieve prudent balance between risk and reward in both ongoing and new business activities; • Annual review of the risk appetite and risk management policy including cyber security procedures adopted in the Group; • Analytic validation and recommendation of necessary changes in the risk management policies and frameworks to the Audit Committee/Board, if any; and • Evaluation of significant and critical risk exposures for assessing management’s action to mitigate or manage the exposures in a timely manner. Risk Management and Cyber Security • Review of internal audit observations and monitoring of implementation of any corrective actions identified; • Reviewing the internal financial control framework; • Review of the performance of the internal audit function and internal audit plan; • Consideration of statutory audit findings and review of significant issues raised; • Reviewing Related Party Transactions; and • Management discussion and analysis of financial condition and results of operations. Internal Audit and Internal Financial Control 284 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 285 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 • Appointment of Statutory, Internal, Secretarial, Cost and Tax auditors, recommending their fees and reviewing their audit reports; • Review of the independence of the statutory auditor and the provision of audit/non-audit services including audit/non-audit fees paid to the statutory auditor; and • Independent meetings with statutory auditors. Auditors • Reviewing minutes, summary reports of subsidiary companies audit committees; • Reviewing inter-corporate loans, advances, guarantees; • Reviewing ethics (whistle blower, sexual harassment, insider trading) and statutory compliances; • Review of its own charter and processes; • Notices received from statutory authorities and the management’s response; • Regulatory updates; and • Reviewing feedback from the Audit & Risk Management Committee’s performance evaluation. Governance Nomination & Remuneration Committee 3 Members 67% Independence 89% Attendance 3.57 Average Tenure 06 Meetings Anil Agarwal Member Dindayal Jalan Member UK Sinha Chairperson The NRC is accountable for overseeing the key processes through which it can make recommendations to the Board on the structure, size and composition of the Board, KMP and SMP; and ensure that the appropriate mix of skills, experience, diversity, and independence is present on the Board and senior level for it to function effectively. The NRC also leads the process for new Board appointments, advises the Board on succession planning arrangements and oversees the development of management talent within the Group. Another key objective of the Committee is to ensure that competitive and fair awards are linked to key deliverables and are also aligned with market practice and shareholders’ expectations. The Committee ensures that remuneration policies and practices are designed to attract, retain, and motivate the Executive Directors and the senior management group, while focusing on the delivery of the Group’s strategic and business objectives. The Committee is also focused on aligning the interests of the Executive Directors and the senior management group with those of shareholders, to build a sustainable performance culture. When setting remuneration for the Executive Directors, the Committee takes into account the business performance, developments in the natural resources sector and similar information for high-performing Indian companies considering that majority of the Group’s operations are based in India. The Committee also carries out the entire process of performance evaluation on an annual basis. As on 31 March 2024, the NRC comprises of two (02) Independent Directors and the Non-Executive Chairman of the Company whose names, details and biographies are set out in the Board and Committees section of the Integrated Annual Report. The Committee fulfils the composition requirement as required under the provisions of the Act and Listing Regulations. In the event of a conflict of interest, the Chairman of the Board abstains from the discussions and other members of the NRC participate and vote. Other Directors, members of the senior management team, representatives from Human Resource department and external advisers may attend meetings at the invitation of the Committee, as appropriate. In respect of each of its meetings, the Chairman of the NRC provides an update to the Board. The schedule of NRC meetings held in FY 2023-24 along with its members’ attendance records are disclosed in the earlier sections of the Corporate Governance Report. As part of the Board’s annual evaluation of its effectiveness and that of its Committees, as described later in the report, the NRC Committee assessed its own effectiveness. The members of the NRC agreed that its overall performance had been effective during the year. The Board accepted all the recommendations made by the Committee in FY 2023-24. The utilisation of the Committee’s time along with its major responsibilities is detailed below: - 40% 25% 20% 15% Board Composition and Nomination Compensation Evaluation of the Board, its Committees and Individual Directors Succession Planning & Governance • Review and recommend the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and its Committees; • Formulate the criteria/policy for appointment of Directors, KMP and SMP (as defined by the NRC) in accordance with identified criteria; • Review and appoint shortlisted candidates as Directors, KMPs and SMPs (including evaluation of incumbent directors for potential re-nomination) and make recommendations to the Board; • Evaluate the balance of skills, knowledge, experience and diversity on the Board for description of the role and capabilities, required for an appointment; and • Formulate and recommend to the Board, the criteria for determining qualifications, positive attributes and independence of a Director. Board Composition and Nomination • Review of succession planning for Executive and Non‑Executive Directors and other SMP; • Establishing policies and procedures to assess the requirements for induction of new members to the Board; • To maintain regular interaction and collaborate with the leadership including the HR team to review the overall HR vision and people development strategy of the Company; • To review and reassess the adequacy of the NRC’s charter as required and recommend changes to the Board; and • To develop and recommend a policy on Board Diversity. Succession Planning & Governance • To develop, subject to approval of the Board, a process for an annual self-evaluation of the performance of the Board, its Committees and the Individual Directors in the governance of the Company and to coordinate and oversee this annual self-evaluation; • To formulate a criterion for evaluation of Independent Directors and the Board and carry out evaluation of every Director’s performance and present the results to the Board; • To review the performance of all the Executive Directors, on the basis of detailed performance parameters set for each of the Executive Directors at the beginning of the year and present the results to the Board; • Action report on suggestions made on evaluation; and • To maintain regular contact with the leadership of the Company. This should include interaction with the Company's Leadership Institute, review of data from the employee survey and regular review of the results of the annual leadership evaluation process. Evaluation of the Board, its Committees and Individual Directors • Recommend to the Board a policy relating to the remuneration of directors (both Executive and Non- Executive Directors), KMP and SMP; • Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors to run the Company successfully; • Ensuring relationship of remuneration to performance is clear and meets appropriate performance benchmarks; • Ensuring remuneration to Directors, KMP and SMP involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; • Determine remuneration based on the Company’s financial position, trends and practices on remuneration prevailing in the industry as considered appropriate by the NRC; and • Review of the Company’s Share Based Employee Benefit Scheme(s), if any, including overseeing the administration of the Scheme(s), formulating the necessary terms and conditions for such Scheme(s) like quantum of options/rights to be granted, terms of vesting, grant options/rights to eligible employees, in consultation with management; and allotment of shares/other securities when options/rights are exercised etc. and recommend changes as may be necessary. Compensation 286 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 287 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Equal Opportunity Policy Vedanta provides equal opportunity to all persons. There is no unfair treatment in relation to the employment, promotion or other related issues or termination of the employment for reasons of gender or disability. Your Company recognises the value of diverse workforce and has reinforced its approach to diversity and inclusion by adopting Equal Opportunity Policy. The Policy aimed at providing equal employment opportunities, without any discrimination on the grounds of age, colour, disability, marital status, nationality, geography, ethnicity, race, religion, sex, sexual orientation. It is our endeavour to maintain a work environment that is free from any harassment, direct or indirect discrimination based on the above consideration. The Company continues to focus on its long-term goal believing that while targeting to produce maximum yield for our shareholders during the year, we also lodge our contributions in furthering our responsibilities towards the society and environment. As a responsible corporate citizen, we recognise that those who reside in our operational areas are our partners in growth and we seek to foster a mutually benefitting relationship with all our stakeholders. It is this integration of business and CSR which provides us the social licence to operate and helps us to usher in a different developmental paradigm towards sustainable change in society. As part of our CSR policy, we regularly engage with government agencies, development organisations, corporates, civil societies and community-based organisations to carry our durable and meaningful initiatives. In this regard, the role of CSR Committee of the Company is to formulate and monitor the CSR Policy of the Company along with formulation of Annual Action Plan and recommending the CSR Budget. The additional disclosures in compliance with Companies (Corporate Social Responsibility) Amendment Rules, 2021 forms part of the Integrated Annual Report. The schedule of CSR meetings held in FY 2023-24 along with its members’ attendance records are disclosed in the earlier section of the Corporate Governance Report. As part of the Board’s annual evaluation of its effectiveness and that of its Committees, as described earlier in the report, Corporate Social Responsibility Committee (“CSR Committee”) Stakeholders’ Relationship Committee 4 Members 4 Members 75% Independence 75% Independence 75% Attendance 100% Attendance 4.41 Average Tenure 2.28 Average Tenure 02 Meetings 01 Meeting Priya Agarwal Hebbar Member UK Sinha Member UK Sinha Member Padmini Sekhsaria Member Padmini Sekhsaria Member Arun Misra Member Akhilesh Joshi Chairperson Dindayal Jalan Chairperson the CSR Committee assessed its own effectiveness. The members of the CSR Committee agreed that its overall performance had been effective during the year. The Board accepted all the recommendations made by the Committee in FY 2023-24. The utilisation of the Committee’s time along with its major responsibilities is detailed below: 15% 45% 40% CSR Policy CSR Activities CSR Budget • Formulate and recommend to the Board, the CSR Policy and the activities to be undertaken; and • Review the CSR Policy and associated frameworks, processes and practices. CSR Policy • Identify the areas of CSR activities and projects and to ensure that the Company is taking the appropriate measures to undertake and implement CSR projects successfully; • Assess the performance and impact of CSR Activities of the Company; • Evaluate CSR communication plans; • Set path for implementation and monitoring mechanism and the progress status to ensure achievement; and • Ensure the value, ethics and principles are upheld in all its activities. CSR Activities • Review and timely resolution of the grievances of Security holders related to issue, allotment, transfer/ transmission, dematerialisation, rematerialisation etc. of shares and/or other securities of the Company; • Review and timely redressal of all the Security holders grievances related to non-receipt of information demanded if any, non-receipt of annual report, non- receipt of declared dividend, issue of new/duplicate share certificates, general meeting etc.; • Review from time to time, the shares and dividend that are required to be transferred to the Investor Education and Protection Fund ("IEPF") Authority; and • Review and closure of all Investor cases. Shareholder Grievances • Decide and recommend to the Board, the amount of expenditure to be incurred on CSR activities; • Formulation of Annual Action Plan; • Evaluate and monitor expenditure towards CSR Activities in compliance with the Act; and • Evaluation of need and impact assessment of the projects undertaken by the Company. CSR Budget Vedanta understands and nurtures the value of sustaining continuous and long-term relationships with our stakeholders to secure a mutual understanding of the Company’s strategy, performance, and governance in line with the business objectives. The SRC cohesively supports the Company and its Board in maintaining strong and long-lasting relations with its stakeholders at large. The SRC majorly ensures and oversees the prompt resolution of the grievances of security holders; the implementation of ways to enhance shareholder experience; assessment of performance of Registrar & Transfer Agent (“RTA”); monitoring of shareholding movements etc. Ms. Prerna Halwasiya, Company Secretary & Compliance Officer acts as a secretary of the Committee. The details of SRC composition and meetings are given in the earlier section of this report. As part of the Board’s annual evaluation of its effectiveness and that of its Committees, as described earlier in the report, the SRC assessed its own effectiveness. The members of the SRC agreed that its overall performance had been effective during the year. The Board accepted all the recommendations made by the Committee in FY 2023-24. The utilisation of the Committee’s time along with its major responsibilities is detailed below: 40% 45% 15% Shareholder Grievances Enhancing Investor Relations/shareholder Experience/Services Shareholding Pattern 288 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 289 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 • Review of measures taken for effective exercise of voting rights by shareholders; • Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company; • Initiatives for registration of email IDs, PAN and Bank Mandates and demat of shares; • Review reports on shareholder satisfaction surveys, if any; • Oversight of the performance and services standards of various services being rendered of/by RTA of the Company; and • To frame IR Strategy, perceptions, actively engaging and communicating with major shareholders of the Company. Enhancing Investor Relations/ Shareholder Experience/Services • Review shareholding distribution; • Review movement in shareholding pattern; and • Comparative details on demat and physical holding. Shareholding Pattern An analysis of investor queries and complaints received and responded/addressed during the year is provided below: Investor Complaints Company’s RTA entertains and resolves investor grievances in consultation with the Compliance Officer. All grievances can be addressed either to RTA or to the Company directly. An update on the status of complaints is quarterly reported to the Board and is also filed with stock exchanges. Details of Shareholders’ Complaints during FY 2023-24 S. No. Nature of complaints/letters and correspondence Received Replied Closing Balance Complaints received through Stock Exchanges, SEBI and MCA 1 Non-receipt of dividends 384 384 0 2 Non-receipt of shares 34 34 0 3 Miscellaneous 58 58 0 Letters and Correspondence 1 Letters and correspondence from shareholders 33,664 33,664 0 TOTAL 34,140 34,140 0 Note: The Company received Nil complaints with respect to Non‑Convertible Debentures. Investor Grievance Redressal Management Investor Complaints for FY 2023-24 Resolved in time, by the RTA (on behalf of the Company) or Company directly Reported to Stakeholders' Relationship Committee Reported to Stock Exchange(s) Reported to Board of Directors • SEBI SCORES Platform • Stock Exchange(s) • RTA • Directly to Company • Online Dispute Resolution ("ODR") Platform Requests/ Grievances through Investor 160 140 120 100 80 60 40 20 0 Received Received Received Received Replied Replied Replied Replied Closing Balance Closing Balance Closing Balance Closing Balance 1 Non-receipt of dividend 3 Miscellaneous 2 Non-receipt of shares Q1 Q2 Q3 Q4 Common Online Dispute Resolution Mechanism SEBI, vide Circulars No. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131, SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 and SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/191 dated 31 July 2023, 04 August 2023 and 20 December 2023 respectively, has introduced a Common ODR mechanism to facilitate online resolution of all kinds of grievances/disputes/ complaints arising in the Indian Securities Market. Additionally, SEBI Circular No. SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated 20 September 2023 has been issued for redressal of investor grievances through SEBI SCORES Platform and linking it to ODR Platform. The said ODR Portal permits the shareholder(s) an additional mechanism to resolve the grievances/ complaints/disputes as mentioned below: Level 1: Approach RTA or the Company At the initial stage, all grievances/disputes/complaints are required to be directly lodged with the RTA/the Company. The shareholder(s) may send an email to einward.ris@ kfintech.com/comp.sect@vedanta.co.in or send the physical correspondence addressed to M/s. KFin Technologies Limited (Unit: Vedanta Limited), Selenium Tower B, Plot No.: 31 & 32, The ESG Committee of the Board plays a central role in ensuring that material ESG risks to Vedanta’s business are addressed in a systematic and timely manner. It meets once in six months and is chaired by an Independent Director of the Board. It also has representation from executive Board members and select KMP have standing invitations to the meetings. This ensures that Board direction is effectively translated into corporate action. In FY 2023-24, the Board focused on the following material issues for the organisation: safety of the workforce, decarbonisation and managing carbon risks, effective management of our tailings facilities, and ensure that the Company remains compliant to environmental regulations. The Board has been happy to note the progress being made to develop a comprehensive ESG governance, performance and monitoring system. In line with the Group’s ambition of “Transforming for Good”, the Board has routinely sought updates on the progress being made on all nine aims – Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500 032, Telangana. Level 2: Escalate to SEBI SCORES Platform In case the grievances/disputes/complaints are not redressed to the satisfaction of the shareholder(s) at Level 1, then the shareholder(s) may escalate the same on the SEBI Complaints Redress System (“SCORES”) Platform at https://www.scores.gov.in in accordance with the process laid out therein. Level 3: Initiate Dispute Resolution Process on ODR Platform In case the grievances/disputes/complaints of the shareholder(s) are not resolved at Level 1/Level 2, then the ODR Process may be initiated through the ODR Portal within the applicable timeframe under law. Unclaimed shares and transfer of unpaid and unclaimed amounts to IEPF The details of Unclaimed Suspense Account and IEPF are forming part of the Directors' Report in the Integrated Annual Report. particularly in the topics cited above. The Board has also kept a track on how our ESG ratings are improving, given that the ratings from agencies such as MSCI, Sustainalytics, and S&P have an influence on the Group’s overall reputation and access to finance. The Board has appreciated the positive movement that has been made in all of the important ESG rating platforms – by not just Vedanta Limited, but also HZL and Vedanta Aluminium. While the Board-level Committee has been appreciative of the decrease in fatal incidents across the Group companies, ensuring safe working conditions across all of Vedanta’s operations remains a priority for the ESG Committee. It has sought regular updates on the implementation and adoption of learnings from past incidents, assessments undertaken as part of the Critical Risk Management program, and the progress on infrastructural improvements to prevent injuries. The details of Committee composition and meetings are provided in earlier section of this report. ESG Committee 4 Members 50% Independence 100% Attendance 2.72 Average Tenure 02 Meetings Priya Agarwal Hebbar Member UK Sinha Chairperson Akhilesh Joshi Member Arun Misra Member 142 17 17 142 14 14 0 0 0 0 0 0 0 0 0 83 8 13 83 8 5 11 29 5 3 0 4 4 20 21 1 127 130 10 13 32 290 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 291 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 The utilisation of the Committee’s time along with its major responsibilities is detailed below: 50% 50% ESG Performance ESG Governance Safety • Oversight on fatality investigations & learning dissemination across the organisation; • Senior leadership involvement in driving safe work culture; and • Engagement with expert agencies to improve systemic response to unsafe work conditions. Climate and Decarbonisation • Oversight on decarbonisation roadmap for the business, including long-term projections and scenario-planning; • Review of semi-annual GHG performance; • Budgetary allocation for decarbonisation pathway; and • Inclusion of Scope 3 emission calculations for business. ESG Performance • Review of progress on all nine aims and select KPIs; • Review of annualised roadmap for all nine aims; • Oversight and guidance on future plans to deliver on Vedanta's ESG roadmap; • Review of progress on Vedanta's ESG ratings; and • Suggestions to enhance stakeholder engagement and communication. ESG Governance Other Committees In line with constant endeavour for adopting best governance practices and ensuring smooth functioning of the Board, the Board has constituted various sub-committees and delegated certain roles and responsibilities to ensure prompt and timely decision-making on significant matters of the Company. The minutes of the meeting of each committee are placed before the Board for its noting. The Board also formulates several project specific sub-committees from time to time in order to secure speedy implementation and execution of the projects to meet business needs. The Board is duly kept abreast of each of the meetings of sub- committees as well. As on 31 March 2024, the internal Board committees of the Company have been elucidated below: Navin Agarwal Chairperson Arun Misra Member Dindayal Jalan Member The Committee of Directors (“COD”) supports the Board by considering, reviewing and approving all borrowing, investments, finance, banking and treasury related proposals, within the overall limits approved by the Board from time to time. The COD enables seamless flow of procedures and assists the Board by catering to various routine requirements. The Committee is entrusted with the following responsibilities: Committee of Directors • Review and approve all policies related to the financial matters of the Company inter alia Investment policy, Foreign Exchange Policy, Commodity Hedging Policy, Banking Authorisation Policy. Financial Matters • Review and approve inter-corporate loans, issuance of Corporate Guarantees, Letter of Comfort to and on behalf of Company/Subsidiaries/Associate Companies in relation to loans and facilities availed by them; and • Purchase, acquire, subscribe, transfer, sell, redeem or otherwise deal in the shares/securities of other Company/body corporate or any other entity(s) other than for the purpose of trading. Investment • Review, consider and approve securities related proposals including allotment of securities, issuance of duplicate share certificates upon split, consolidation, renewal, remat; and • Consider and review the proposals for buyback of debentures/bonds issued by the Company from time to time. Security related proposals • Nominate and appoint nominee directors on Subsidiaries/Joint Ventures/Associate Companies; • Authorisation with respect to account operation including opening and operation of bank account, demat account etc.; and • Subsidiary Governance and oversight. General Authorisation • Consider, review and approve all the borrowing proposals including financing proposals within the overall limits approved by the Board from time to time and to create security/charge(s) on all or any of the assets of the Company as may be required for the purpose of the said borrowings and to do such other incidental and ancillary activities as may be deemed necessary for execution; • Assess and allocate the working capital limits to business units; and • Consider, review and approve treasury related proposals within the overall limit approved by the Board. Treasury The details of the meetings of COD are given in the earlier section to this report. Share & Debenture Transfer Committee The Share & Debenture Transfer Committee is primarily entrusted with the following responsibilities: • Allotment of shares, debentures, or any other securities; and • Review and approval of transfer, transmission, deletion and transposition of shares, debentures, or any other securities. The composition details of the Committee as on 31 March 2024 is provided below: Executive Committee The EXCO is responsible for day-to-day efficient running of the Company and meets on a monthly basis. It is entrusted with implementing the strategy adopted by the Board; allocating resources in line with delegated authorities; managing risk; and monitoring the operational and financial performance of the Company. Authority is delegated by the EXCO to the respective CEOs of each of the businesses. The Group Executive Director keeps the Board informed of the EXCO’s activities through his standing reports placed before the Board. The Committee: • Reviews operational business plans; • Overseas the senior management team in their delivery of the Group’s business plans; • Provides oversight of all of the Group’s operations; and • Ensures that prudent and robust risk management and internal control systems are in place. * Mr. Anupam Kumar, Dy. CFO of the Company has been inducted as the Member of the Share & Debenture Transfer Committee with effect from 12 May 2023. ** Mr. Jagdeep Singh ceased to be the Member of the Committee with effect from 29 April 2024. Share & Debenture Transfer Committee Dindayal Jalan Member Anupam Kumar* Member Jagdeep Singh** Member 292 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 293 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 General Body Meetings Annual General Meetings/Court Convened Meetings The details of the AGMs/Court Convened Meeting held during last three years through Video-Conferencing (“VC”)/Other Audio- Visual Means (“OAVM”) are as follows: Year Location Date and Time Special Resolutions passed Links 56th AGM 2020-21 VC/OAVM 10 August 2021 at 3:00 p.m. IST Re-appointment of Mr. UK Sinha as an Independent Director for the 2nd and final term of 3 years. Notice Outcome Video Chairman Speech FAQs Speaker Criteria 57th AGM 2021-22 VC/OAVM 10 August 2022 at 3:00 p.m. IST Re-appointment of Mr. Akhilesh Joshi as an Independent Director for 2nd and final term of 2 years. Notice Outcome Video Chairman Speech FAQs Speaker Criteria NCLT Convened Meeting 2022-23 VC/OAVM 11 October 2022 at 3:00 p.m. IST Scheme of Arrangement between Vedanta Limited and its Shareholders under Section 230 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Notice Outcome Video FAQs Speaker Criteria 58th AGM 2022-23 VC/OAVM 12 July 2023 at 3:00 p.m. IST Amendment in Articles of Association of the Company. Notice Outcome Video Chairman Speech FAQs Speaker Criteria Transcript Postal Ballot The details of the Business transacted through Postal Ballot during FY 2023-24 are as follows: Resolutions passed on 28 April 2023 The Company had sought approval of the shareholders by way of Special Resolutions through notice of postal ballot dated 28 March 2023. The details of the same are as follows: Date of Postal Ballot Notice 28 March 2023 Voting Period 30 March 2023 to 28 April 2023 Date of passing the resolution(s) 28 April 2023 Date of declaration of result 29 April 2023 Web link Notice Outcome Resolution(s) 1. Re-appointment of Ms. Padmini Sekhsaria as Non-Executive Independent Director of the Company for a 2nd and final term of 2 years effective from 05 February 2023 to 04 February 2025; and 2. Re-appointment of Mr. Dindayal Jalan as Non-Executive Independent Director of the Company for a 2nd and final term of 3 years effective from 01 April 2023 to 31 March 2026. Type of Resolution(s) Special Mr. Upendra C. Shukla (Membership No. FCS No. 2727, CP No. 1654), Practising Company Secretary, was appointed as the Scrutiniser to scrutinise the postal ballot process by voting through electronic means only (remote e-voting) in a fair and transparent manner. The details of the voting results as are follows: Description of the Resolution Votes in favour of the resolution Votes against the resolution Number of holders Number of valid votes cast (Shares) Percentage of total number of valid votes cast Number of holders Number of valid votes cast (Shares) Percentage of total number of valid votes cast Re-appointment of Ms. Padmini Sekhsaria as an Independent Director for a 2nd and final term of 2 years 4,119 3,23,50,02,401 99.58% 365 1,35,01,155 0.42% Re-appointment of Mr. Dindayal Jalan as an Independent Director for a 2nd and final term of 3 years 3,643 2,71,70,27,292 93.27% 832 19,60,51,422 6.73% The resolutions were duly passed by the shareholders with requisite majority on 28 April 2023. Resolution passed on 25 August 2023 The Company had sought approval of the shareholders by way of Ordinary Resolution through notice of postal ballot dated 21 July 2023. The details of the same are as follows: Date of Postal Ballot Notice 21 July 2023 Voting Period 27 July 2023 to 25 August 2023 Date of passing the resolution(s) 25 August 2023 Date of declaration of result 25 August 2023 Web link Notice Outcome Resolution(s) Appointment of Mr. Arun Misra (DIN: 01835605) as an Executive Director of the Company effective from 01 August 2023 to 31 May 2025. Type of Resolution(s) Ordinary Mr. Upendra C. Shukla (Membership No. FCS No. 2727, CP No. 1654), Practising Company Secretary, was appointed as the Scrutiniser to scrutinise the postal ballot process by voting through electronic means only (remote e-voting) in a fair and transparent manner. The details of the voting results as are follows: Description of the Resolution Votes in favour of the resolution Votes against the resolution Number of holders Number of valid votes cast (Shares) Percentage of total number of valid votes cast Number of holders Number of valid votes cast (Shares) Percentage of total number of valid votes cast Appointment of Mr. Arun Misra (DIN: 01835605) as an Executive Director of the Company effective from 01 August 2023 to 31 May 2025 7,772 2,75,96,78,096 96.16% 895 11,02,05,178 3.84% The resolution was duly passed by the shareholders with requisite majority on 25 August 2023. Procedure for postal ballot: The postal ballot was duly carried out in accordance with all applicable provisions and rules framed thereunder along with relevant circulars issued in this regard from time to time. Proposal for Postal Ballot: There is no immediate proposal for any resolution through postal ballot. 294 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 295 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Means of Communication • The quarterly/half-yearly/annual results along with audit/limited review report, press release and investor presentation is filed with the stock exchanges immediately after the approval of the Board; • The results are also published in at least one prominent national and one regional newspaper having wide circulation, within the prescribed timelines and duly filed with the stock exchanges as well; • Quarterly financial results are sent to shareholders whose email ids are registered with the RTA; • Financial results are also uploaded on the Company’s website and can be accessed at www.vedantalimited.com. Financial Results • Stock exchanges are regularly updated on any developments/events and the same are simultaneously displayed on the Company’s website as well; • All the releases can be accessed on the website of the Company at www.vedantalimited.com. News Releases • The schedule of analyst/investor meets are filed with the stock exchanges and the presentations are uploaded on the website of the Company at www.vedantalimited.com; • The transcripts and audio/video recordings of post earnings/quarterly calls/production release are filed with the Stock Exchanges and the same are uploaded on the website of the Company at www.vedantalimited.com. Institutional Investor/Analysts Presentation • The Company has a dedicated section on ‘Investor Relations’ on its corporate website www.vedantalimited.com which encompasses all the information for the investors like financial results, policies and codes, stock exchange filings, press releases, annual reports, past SEC Filings etc. Website • In compliance with circulars issued by SEBI and MCA, soft copies of Annual Reports were sent to those shareholders whose email ids were registered with the Company. Annual Report • As a part of our constant endeavor to improve shareholder services, the Company has provided a shareholders' satisfaction survey on its website for investors; • The same can be accessed at www.vedantalimited.com. Shareholder Satisfaction Survey • At every AGM, the Chairman addresses the shareholders on Company’s operations and performance with his speech; • Further, the Chairman’s statement addressing the shareholders is also published in the Integrated Annual Report of the Company. Chairman Communique • Shareholders can also access the details of Corporate Governance Policies and Charters, Memorandum and Articles of Association, Financial information, Shareholding information, details of unclaimed dividends and shares transferred/liable to transfer to IEPF, etc. on the Company’s website. Access to Documents SHAREHOLDERS Appeal to shareholders Updation of PAN Bank Mandate and Contact Details Shareholders are requested to update their email ids, PAN and Bank Mandate with the Company to ensure faster communication and credit of amounts. Regular reminders are also sent to shareholders in this regard. The shareholders having physical units can avail the facility to update the details on the website of the Company at www.vedantalimited.com and the demat holders can contact their respective depository participant for updating the details. SEBI through its circulars issued from time to time, has informed that it is mandatory for holders of securities in physical mode to update their PAN, bank mandate, nomination, or opt out of nomination to ensure timely responses on their grievances/requests and receipt of dividend. Registration of email IDs will ensure faster communication. The shareholders having physical units can avail the facility to update the details on the website of the Company at www.vedantalimited.com and the demat holders can contact their respective depository participant for updating the details. Pursuant to SEBI Master Circular No. SEBI/HO/ MIRSD/POD-1/P/CIR/2023/70 dated 17 May 2023, the Company has already sent/will be further sending intimations to those Members whose shares are in physical mode for updation of PAN, KYC and Nomination details requesting them to update the details. Additionally, SEBI Circular No. SEBI/HO/MIRSD/ POD-1/P/CIR/2023/181 dated 17 November 2023 has been issued for dispensing the provisions for freezing the folios and referring the same under the Benami Transactions (Prohibitions) Act, 1988 in case of non‑updation of PAN, KYC and Nomination. Unclaimed Dividend/Shares Reminders are sent to shareholders to encourage them to timely claim their unclaimed dividend and shares before the same is transferred to the IEPF Account. The Company has also uploaded the details of unpaid and unclaimed dividend amounts lying with the Company on the Company’s website at www.vedantalimited.com. Pursuant to the provisions of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which dividend remains unpaid/unclaimed for seven consecutive years or more shall be transferred to the IEPF after giving due notices to the concerned shareholders. Accordingly, the details of equity shares transferred are also available on the Company’s website at www.vedantalimited.com. Registration of Nomination Registration of nomination makes easy for dependents to access your investments and set out the proportion of your benefits to the nominees. The Company has duly provided the facility of updation of nominees to the shareholders. The shareholders holding physical units can submit the nomination form SH-13 which is available on the website of the Company at www.vedantalimited.com and the demat holders can contact their respective depository participant for the necessary updations. The last date for submission of nomination for demat accounts has been extended to 30 June 2024. Conversion of Securities into Dematerialised form Shareholders are also encouraged to open Demat accounts to eliminates bad delivery, saves stamp duty on transfers, ensures faster settlement, eases portfolio management and provides ‘on-line’ access through internet. SEBI vide Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/8 dated 25 January 2022 issued guidelines for Issuance of Securities in dematerialised form in case of investor service request. In accordance with the circular, the Company post 25 January 2022 shall issue the securities in dematerialised form only while processing the investors’ requests for Issue of duplicate certificate, Claim from Unclaimed Suspense Account, Renewal/Exchange/Endorsement/Sub-division/Splitting of certificate, Consolidation of certificates/folios, Transmission and Transposition. Additionally, pursuant to SEBI Circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/70 dated 25 May 2022, the Company has duly taken special contingency insurance policy towards the risk arising out of the requirements relating to issuance of duplicate securities in order to safeguard and protect the interest of the Company. The security holder shall submit duly filled Form ISR‑4 to the RTA for processing of service requests. The form is available at the website of the Company at www. vedantalimited.com and also at the website of the RTA at www.kfintech.com. Considering that SEBI has disallowed the physical transfer/issuance of equity shares in physical mode, shareholders are requested to convert their equity holding into dematerialised form for ease of dealing in securities markets and processing the service requests. 296 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 297 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Correspondence Details All the Share Transfer and Dividend Payment Requests and Investors Related queries, the shareholder can directly contact to our Registrar and Transfer Agent KFin Technologies Limited (formerly KFin Technologies Private Limited) Unit: Vedanta Limited Selenium Building, Tower-B, Plot No- 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddi, Telangana, India - 500032 Tel: +91 40 6716 2222 Toll Free: 1800-3094-001 Email: einward.ris@kfintech.com The Shareholders can reach out to the designated persons of any department in case of any query for the matters enumerated below: Company Secretary and Compliance Officer for queries related to Corporate Governance and Secretarial matters/ Details of Nodal Officer Ms. Prerna Halwasiya Company Secretary & Compliance Officer Vedanta Limited Core 6, 3rd Floor, Scope Complex 7, Lodhi Road, New Delhi - 110003 Tel: +91 11 4226 2300 Email: comp.sect@vedanta.co.in Investor Relations Ms. Prerna Halwasiya Dy. Head – Investor Relations Vedanta Limited Core 6, 3rd Floor, Scope Complex 7, Lodhi Road, New Delhi - 110003 Tel: +91 11 4226 2300 Email: vedantaltd.ir@vedanta.co.in Corporate Communications related matters of the Company Ms. Ritu Jhingon Director – Group Communications Vedanta Limited Emaar Capital Tower 2, 8th Floor, Mehrauli-Gurgaon Road, Sikanderpur, Sector 26, Gurugram - 122002 Tel: +91 11 4226 2300 Email: gc@vedanta.co.in Sustainability Related Matters Mr. Rajinder Ahuja Group Head – HSE and Sustainability Vedanta Limited Yashad Bhawan, Udaipur - 313004, Rajasthan, India Tel: +91 294-6604000-02 Email: esg@vedanta.co.in Queries related to Debentures issued by the Company Debenture Trustee: Axis Trustee Services Limited Axis House, 2nd Floor, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai - 400025 Tel: +91 22 2425 2525 Fax: +91 22 2425 4200 Catalyst Trusteeship Limited Unit No-901, 9th Floor, Tower – B, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (W), Mumbai - 400013 Tel: +91 22 4922 0555 Fax: +91 22 4922 0505 AGM for FY 2023-24 10 July 2024; Wednesday, 3:00 p.m. IST Date & Time Virtual AGM with live webcast and facility to participate through VC/OAVM for shareholders for attending the AGM from their respective places. Respected shareholders are requested to kindly join the meeting through VC/OAVM facility by following the instructions provided in the notes to the AGM Notice. The joining links for the AGM and other details can be accessed at: www.vedantalimited.com/vedanta2024/ Virtual AGM A set of FAQs made available for the shareholders on the Company’s website at www.vedantalimited.com and NSDL website for a seamless participation through VC/OAVM. Frequently Asked Questions ("FAQs") Facility to submit suggestions, feedbacks or questions online during the conduct of the meeting will be provided to the members. Online Chat Facility Recorded transcript of AGM will be made available on the website of the Company. Transcript of AGM Members who desire to speak at the AGM can pre-register as speakers by sending request to the Company as per the instructions provided in the Notice convening the Meeting. Prior to AGM, site testing with the registered speaker shareholders shall be conducted to ensure smooth participation during the AGM. Online Speaker Registration • Remote e-voting facility will be provided to the shareholders before the date of AGM. • The Company will also provide remote e-voting facility to the members during the AGM till 15 minutes post conclusion of the meeting to ensure participation and voting through electronic means. E-Voting Facility Financial Year The Financial Year of Company commences from 01 April and concludes on 31 March of each year. Each quarter, the Company reviewed and approved its financials. The previous and tentative dates for approval of the financials for FY 2023-24 and FY 2024-25 respectively are as follows: 2024 2025 1st Quarter: 21 July 2023 2nd Quarter: 04 November 2023 3rd Quarter: 25 January 2024 4th Quarter: 25 April 2024 1st Quarter: End of July 2024 2nd Quarter: End of October 2024 3rd Quarter: End of January 2025 4th Quarter: End of April 2025 Dividend and Capital Allocation Dividend Distribution Policy In terms of the provisions of Regulation 43A of the Listing Regulations, the Company has adopted Dividend Distribution Policy to determine the distribution of dividends in accordance with the applicable provisions. The policy can be accessed on the website of the Company at www.vedantalimited.com. With consistent dividend as a healthy sign of our sustained growth, our firm belief in percolating the benefits of our business progress for widespread socioeconomic welfare facilitates the equitable sharing of our economic value generated. Attaining steady operational performance and a harmonised market environment in continuation of the historical trends helped us to reaffirm the realisation of competent numbers for FY 2023-24. Dividend for FY 2023-24 For the period under review, the Company has declared and paid interim dividend as detailed below: 1st Interim Dividend `18.50 per share 2nd Interim Dividend `11.00 per share Total Dividend `29.50 per share ~11% dividend yield in FY 2023-24. The complete details on date of declaration, date of payment, record date, total pay-out are detailed in the Directors’ Report forming part of the Integrated Annual Report. The payment of the above-mentioned dividend was duly completed within the statutory timelines. Further, the Board has not recommended any final dividend for FY 2023-24. Shareholders' Value Creation Vedanta has a consistent track record of rewarding its shareholders with strong dividend pay-out. The Company has paid attractive dividend amounting to ` 94,650 crore in last 10 years. The details of the same have been summarised below: Dividend History 120 100 80 60 40 20 0 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 Dividend per Share (`) 4.10 3.50 19.45 21.20 18.85 3.90 9.50 45.00 101.50 29.50 298 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 299 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Capital Allocation Policy Your Company has always strived to maintain an optimal capital allocation to strengthen the balance sheet. The approach has always been to grow sustainably and with financial prudence and in the line with the same, the below guiding principles forms part of the Company’s Capital Allocation Policy: • A consistent, disciplined, and balanced allocation of capital with long term Balance Sheet management • Maintain optimal leverage ratio (Net Debt/EBITDA) at consolidated level • Overall capital allocation will maximise Total Shareholders Returns (“TSR”) Disciplined Capital Allocation Framework DIVIDEND PAY-OUT LAST 10 YEARS `94,650 crore Capital Expenditure Project Capex • Volume augmentation, cost reduction or creating value added products are key guiding principles for all projects • Growth projects to ensure minimum guidelines for IRR - 18% Sustaining Capex • All sustaining capital expenditure to be a part of Business Plan • Sustaining capex to be defined and tracked in $/tonne Dividend • Minimum 30% of Attributable Profit after tax (before exceptional items) of Company (excluding profits of HZL) • Dividend income received from HZL will be pass through within 6 months Mergers and Acquisitions • Intent to enhance value via acquiring accretive assets/ businesses that have: synergies with existing line of core businesses CAPITAL ALLOCATION Key Strategic priority Optimise Leverage Ratio • Intend to deleverage at group level • Leverage ratio at the Company should not be more than 1.5x Listing Details Particular Scrip Code ISIN code Indian Stock Exchange BSE Limited (“BSE”) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 500295 INE205A01025 National Stock Exchange of India Limited (“NSE”) Exchange Plaza, Plot No. C/1, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 VEDL INE205A01025 Notes: 1. Non-Convertible Debentures of the Company are listed on BSE, details of the same are provided later in this report. 2. The Company has paid annual listing fees for FY 2023-24 to all stock exchanges where the securities of the Company are listed. 3. During the year, none of the securities of the Company were suspended from trading. 4. No funds were raised through Preferential Allotment or Qualified Institutional Placement as per Regulation 32(7A) of Listing Regulations. Stock Price Data for FY 2023-24 VEDL Share Price v/s BSE Sensex v/s BSE Metal Index 0 0 20 20 40 40 60 60 80 80 100 100 160 160 180 140 140 120 120 Apr-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Oct-23 Nov-23 Dec-23 Jan-24 Mar-24 Feb-24 VEDL Share Price BSE Sensex BSE Metal VEDL Share Price v/s NIFTY 50 v/s NSE Metal Index Apr-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Oct-23 Nov-23 Dec-23 Jan-24 Mar-24 Feb-24 VEDL Share Price NIFTY 50 NSE Metal BSE: HIGH-LOW PRICE (in `) NSE: HIGH-LOW PRICE (in `) Mar-24 Mar-24 Feb-24 Feb-24 Jan-24 Jan-24 Dec-23 Dec-23 Nov-23 Nov-23 Oct-23 Oct-23 Sep-23 Sep-23 Aug-23 Aug-23 Jul-23 Jul-23 Jun-23 Jun-23 May-23 May-23 Apr-23 Apr-23 High Price High Price Low Price Low Price 287.15 287.25 301.00 300.95 284.35 284.35 286.35 286.40 279.00 279.00 246.50 246.55 233.80 233.75 247.65 247.50 266.90 266.40 277.95 278.05 287.55 285.85 289.15 289.25 266.00 266.00 268.85 268.50 274.30 274.30 270.45 270.30 231.60 231.60 207.85 208.00 211.25 211.20 216.50 216.30 233.55 233.55 250.85 250.65 255.90 260.70 249.75 249.50 Maximise Total Shareholder's Return VEDL share price and index values as on Monday, 03 April 2023 have been baselined to 100. VEDL BSE Metal BSE AIICAP BSE 500 Market Indices 01-Jan-20 01-Jan-21 01-Jan-22 01-Jan-23 01-Jan-24 01-Mar-20 01-Mar-21 01-Mar-22 01-Mar-23 01-Mar-24 01-May-20 01-May-21 01-May-22 01-May-23 01-Jul-20 01-Jul-21 01-Jul-22 01-Jul-23 01-Sep-20 01-Sep-21 01-Sep-22 01-Sep-23 01-Nov-20 01-Nov-21 01-Nov-22 01-Nov-23 300 250 200 150 100 50 0 VEDL share price and index values as on Wednesday, 01 January 2020 have been baselined to 100. 300 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 301 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Share Transfer System As part of the effective shareholder management and grievance redressal processes, various shareholder requests received by the Company through KFin Technologies Limited, the RTA, are processed in the following manner: In addition to the above, a compliance certificate is issued on a yearly basis by a Company Secretary in Practice pursuant to Regulation 40(9) of Listing Regulations reiterating due compliance of share transfer formalities by the Company within timelines as required under the applicable provisions. The shareholders are informed that in case of any dispute against the Company and/ or its RTA on delay or default in processing your requests, as per SEBI Circular dated 30 May 2022, an arbitration can be filed with the stock exchanges for resolution. Reconciliation of Share Capital Audit As required by the Listing Regulations, quarterly audit of the Company’s share capital is being carried out by a CS in Practice with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital. The reports for Share Capital Audit Reconciliation and Compliance Certificates obtained in line with the statutory requirements are filed with the Stock exchanges on a timely basis and also placed before the Board of Directors. Capital Evolution The details of capital evolution of the Company can be accessed on the website of the Company at www.vedantalimited.com. Communication to Shareholder Post Committee approval, RTA completes the process and communicates to the respective shareholders; If the documents received are clear and found to be in order in all respects, then requests are generally processed within the statutory timelines. Approval The Company also inspects and confirms the veracity and validity of documents; Requests are then approved by the duly constituted Share & Debenture Transfer Committee designated for the share transfer procedures. Document Verification The Company's RTA verifies the authenticity of documents submitted by shareholders; RTA thereafter sends the requests to the Company for processing. Request received by RTA Requests relating to transfer, transmission, transposition, change of name, deletion of name are received from shareholders having physical shareholding. EPS (`) Market Cap (` crore) 19.07 68,304 FY 2019-20 FY 2018-19 FY 2018-19 -18.00 24,069 FY 2020-21 FY 2019-20 31.32 84,994 FY 2021-22 FY 2020-21 50.73 1,49,970 FY 2022-23 FY 2021-22 28.50 11.42 1,02,111 1,00,978 FY 2023-24 FY 2022-23 FY 2023-24 Shareholding Distribution Shareholding according to shareholders class as on 31 March 2024 Shareholding of Nominal value of Re. 1/- No. of shareholders % of Total shareholders No. of shares held Shareholding (%) 1-5000 17,73,752 99.33 31,37,85,985 8.44 5001- 10000 6,968 0.39 5,01,85,890 1.35 10001- 20000 2,837 0.16 3,98,25,157 1.07 20001- 30000 791 0.04 1,94,25,622 0.52 30001- 40000 364 0.02 1,26,73,966 0.34 40001- 50000 200 0.01 91,31,354 0.25 50001- 100000 390 0.02 2,74,28,732 0.74 100001 & Above 496 0.03 3,24,47,49,533 87.29 TOTAL 17,85,798 100.00 3,71,72,06,239 100.00 Sr. No. Category 31 March 2024 No. of shares held Percentage of shareholding Face value ` 1/- (a) Promoter and Promoter Group Indian promoters 1,60,656 0.00% Foreign promoters 2,30,26,70,693 61.95% Total (a) 2,30,28,31,349 61.95% (b) Public Domestic Institutional Investors 48,87,76,711 13.15% Foreign Institutional Investors 32,61,89,804 8.78% Central Government/State Government(s) 26,24,891 0.07% Associate Companies/Subsidiaries 0 - Directors and their relatives (excluding Independent and Nominee Directors) 1,75,877 0.00% Key Managerial Personnel 19,957 0.00% Relatives of promoters (other than ‘immediate relatives’ of promoters disclosed under ‘Promoter and Promoter Group’ category) 0 - Trusts where any person belonging to 'Promoter and Promoter Group' category is 'trustee', 'beneficiary', or 'author of the trust' 0 - Investor Education and Protection Fund 57,42,513 0.15% Resident Individuals 44,01,72,943 11.84% Non-Resident Indians (“NRI”) 1,55,32,698 0.42% Foreign Nationals 3,109 0.00% Foreign Companies 16,51,593 0.04% Bodies Corporate 11,12,16,822 3.00% Clearing Members 11,759 0.00% HUF 1,47,78,553 0.40% Trusts 7,08,563 0.02% Total (b) 1,40,76,05,793 37.87% (c) Non-Promoter Non-Public ESOS Trust 67,69,097 0.18% Total (c) 67,69,097 0.18% Grand Total (a)+(b)+(c) 3,71,72,06,239 100.00% 1. During FY 2023-24, the Promoter and Promoter Group holding has been reduced to 61.95% from 68.11%. 2. During FY 2023-24, 7,200 shares were released from abeyance category which were pending for allotment being subjudice. Thereafter, these shares were listed on the stock exchange(s). Hence, the listed capital has increased from 3,71,71,99,039 to 3,71,72,06,239. 3. As on 31 March 2024, 2,98,632 shares are under abeyance category, pending for allotment as they are subjudice and hence, does not form part of the listed share capital. 302 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 303 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Shareholding Distribution as on 31 March 2024 Dematerialisation of Shares and Liquidity The shares of the Company are compulsorily traded in dematerialised form on the stock exchanges. As on 31 March 2024, ~99.84% shares of the Company are held in dematerialised form. Pursuant to the amendment in Listing Regulations, post 01 April 2019, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository. The equity shares of the Company are freely tradable in the market and are among the most liquid and actively traded shares in the stock exchanges. The quarterly shareholding pattern filed with the stock exchange(s) can also be accessed on the website of the Company at www.vedantalimited.com Listing of Debt Securities Non-Convertible Debentures The following Secured Redeemable Non-Convertible Debentures (“NCDs”) are listed with the BSE as on 31 March 2024: S. No. ISIN Issuance date Maturity date Coupon rate Payment frequency No. of NCDs (Face value of ` 10 lakhs each) Amount issued (` in crore) 1 INE205A07196 25 February 2020 25 February 2030 9.20% Annual 20,000 2,000 2 INE205A07212 31 December 2021 31 December 2024 7.68% Annual 10,000 1,000 3 INE205A07220 29 June 2022 29 June 2032 8.74% Annual 40,890 4,089 Additionally, the Company has the below Unlisted Secured Redeemable NCDs as on 31 March 2024: S. No. ISIN Issuance date Maturity date Payment frequency No. of NCDs (Face value of ` 1 lakh each) Amount issued (` in crore) 1 INE205A07238 27 September 2023 27 March 2025 Quarterly 2,50,000 2,500 2 INE205A07246 21 December 2023 21 June 2025 Quarterly 3,40,000 3,400 Commercial Papers The Commercial Papers ("CPs") issued by the Company which were listed on NSE have been duly redeemed during the year. As on 31 March 2024, there are no outstanding CPs. Promoter & Promoter Group Foreign Institutional Investors Domestic Institutional Investors LIC Individuals (Indian Resident, NRIs, Directors, KMP etc.) Others- Bodies Corporate, HUF, Trusts, Foreign Nationals, IEPF etc. NSDL CDSL Physical 61.95% 89.02% 0.16% 10.82% 8.78% 4.33% 8.82% 12.26% 3.86% Credit Ratings The Company is rated by CRISIL Limited and India Ratings & Research Private Limited on its various debt instruments. Status as on 31 March 2024 Status as on 31 March 2023 Particulars CRISIL India Ratings CRISIL India Ratings CRISIL India Ratings Bank Loans CRISIL AA-/ Watch with Developing Implications IND A+/ Watch with Developing Implications CRISIL AA/ Outlook Negative IND AA/ Outlook Negative The long-term rating has been revised to “AA-”. The rating action is driven by higher-than-expected leverage, increase in cost of borrowings and diminishing financial flexibility. The ratings continue to reflect the strengths of a diversified business risk profile, low cost position in key businesses and strong volume growth expected with capital allocation towards the zinc, aluminium and iron ore businesses. However, the ratings remain constrained by high leverage, continued refinancing risk at VRL and reduced liquidity at Vedanta. The ratings also factor in expected improvement in financial flexibility of Vedanta due to the reduced refinancing risk at VRL after it successfully completed the liability management exercise. The Ratings have been put on “Watch with Developing Implications”. This was on account of the announcement by Vedanta to demerge its aluminium, oil & gas, power, base metal and iron & steel businesses into separate standalone listed entities. The Watch is expected to continue until availability of clarity on allocation of assets & liabilities across entities under proposed structure to evaluate the credit profiles of the individual entities. The long-term rating has been revised to “A+”. The rating action is driven by higher-than-expected leverage, expectation of impairment in financial flexibility leading to increase in cost of borrowings. The ratings continue to reflect the strengths of a profitable aluminium segment having structural tailwinds along with enhanced volumes and cost efficiencies in other businesses. However, the ratings remain constrained by moderate balance sheet leverage and expected reduction in financial flexibility. The Ratings have been put on “Watch with Developing Implications”. This was on account of the announcement by Vedanta to demerge its aluminium, oil & gas, power, base metal and iron & steel businesses into separate standalone listed entities. The Watch is expected to continue until availability of clarity on allocation of assets & liabilities across entities under proposed structure to evaluate the credit profiles of the individual entities. Working Capital Lines CRISIL AA-/ Watch with Developing Implications CRISIL AA/ Outlook Negative/ CRISIL A1+ Same as above NA NCDs CRISIL AA-/ Watch with Developing Implications IND A+/ Watch with Developing Implications CRISIL AA/ Outlook Negative IND AA/ Outlook Stable Same as above Same as above CPs CRISIL A1+ IND A1 CRISIL A1+ IND A1+ No Change Same as above ESG Ratings Each year, the Company closely tracks and responds to changes in global ESG rating frameworks. These frameworks are an independent assessment of the progress the Company is making on various ESG parameters and positive movement in each of these can influence the Company’s access to capital. This year, the Company witnessed a positive movement in multiple ESG ratings, indicating that the trajectory of our ESG strategy is aligned with global stakeholder expectations. S&P Global Corporate Sustainability Assessment: Vedanta ranked 3rd among 181 global Metal & Mining peers with a score of 80. The Company was also included in the 2024 Sustainability Yearbook. 304 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 305 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Plant Locations Division Location Copper Smelter S.F.No 1 to 7,1220 to 1225 etc., Meelavitan Village, Meelvavitan Part -1 Village, Thoothukudi Taluk, Thoothukudi District – 628002, Tamil Nadu, India. Continuous Copper Wire Rod Copper Rod Plant, S.F.No.3/2 PT, Meelvavitan Part – 1 Village, Thoothukudi Taluk, Thoothukudi District– 628002, Tamil Nadu, India. Captive Power Plant Power Division, S.F.No.3/1 PART, 3/2 PART, 4/1 PART, 4/3 PART, Meelvavitan Part – 1, Thoothukudi Taluk, Thoothukudi District – 628002, Tamil Nadu, India. Continuous Cast Copper Wire Rods and Cast Bar by product Survey No.1/1/2 Chinchpada, Silvassa – 396230 Union Territory of Dadra and Nagar Haveli, India. Survey No. 1/1/1/1 Chinchpada, Silvassa – 396230 Union Territory of Dadra and Nagar Haveli, India. Gat 201, Plot no. 2, 3, 4,5, 6 and 7 Pune Old Highway, Takwe Khurd. Post Kamshet. Taluka Maval. Dist Pune – 410405 Maharashtra, India. ** Continuous Cast Copper Wire Rods 209-B, Piparia Industrial Estate, Piparia, Silvassa – 396230, Union Territory of Dadra and Nagar Haveli, India. Ratnagiri – Y 1, R 57 Zadgaon Block, MIDC, Zadgaon, Ratnagiri – 415639, Maharashtra, India ** Iron Ore – Mining Meghalahalli Office Complex, Meghalahalli Village, Bheemasamudra – 577520, Dist. Chitradurga, Karnataka India. Amona Beneficiation Plant – Plot No. Survey No. 39, 41, 36/1 (Part), 37 (Part), 42/1 (Part), 43/1 (Part), Survey No. 39, Marcel, Amona, Bicholim, North Goa – 403107, India. Amona Jetty - Plot No. Survey No. 31, 33, 34, 35, Marcel, Amona, Bicholim, Goa - 403107, India. Bicholim Mine - Bicholim Mineral Block I, Dhabdhaba, Bicholim, Goa - 403504, India. Pig Iron Division I Survey No 39, 41, 36/1(Part), 37 (Part), 42/1 (Part), 43/1 (Part), Amone, Bicholim, North Goa - 403107, India. Metallurgical Coke (Met Coke) Plot No. Survey No: 205, 206, 207, 43/1, 44/4, 44/5, Navelim, P. O., Navelim, Bicholim, North Goa - 403505, India. Sy No 192,193, Vazare, Dodamarg, Sindhudurg, Maharashtra, 416512, India. Pig Iron Division II Survey no.177 & 120 (part), Navelim, P. O., Navelim, Bicholim, North Goa, 403505, India. Aluminium Smelter PMO Office, Bhurkamunda, PO-Kali Mandir Road, Dist – Jharsuguda, Odisha - 768202, India. Alumina Refinery Vedanta Limited, At/PO Lanjigarh, District Kalahandi, Odisha - 766027, India. Aluminium Post Box No. 4, Mettur Dam R.S. - 636402, Salem District, Tamil Nadu, India. Gat No.924, 925, 926 and 927. Sanaswadi Taluka Shirur. Dist Pune-412 208 Maharashtra, India** Power Thermal Power Bhurkamunda, PO-Kali Mandir Road, Dist- Jharsuguda Odisha, Pin-768202, India. Power Plant 1, Plot s/y No. 44/4 & 44/5, Amona Village, Navellim, Bicholim – Goa - 403107, India. S.F.No.113,119,120,121,122,124,189,197,198, Meelvavitan Part - 1 Village, Thoothukudi Taluk, Thoothukudi District - 628002, Tamil Nadu, India. Oil & Gas Assets (a) RJ-ON-90/1 - Barmer Basin -India (b) CB/OS-2 - Cambay Basin -India (c) PKGM-1 Ravva - Krishna Godavari Basin -India (d) KG-ONN-2003/1- Krishna Godavari Basin -India (e) KG-OSN-2009/3 - Krishna Godavari Basin -India (f) KG/ONDSF/Kaza/2018 - Krishna Godavari Basin -India (g) AA-ONHP-2017/1 – Assam Basin – India (h) AA-ONHP-2017/6 – Assam Basin – India (i) AA-ONHP-2017/14– Assam Basin – India (j) AA-ONHP-2017/4– Assam Basin – India (k) AA-ONHP-2017/5– Assam Basin – India (l) AA-ONHP-2017/8– Assam Basin – India (m) AA-ONHP-2017/9– Assam Basin – India (n) AA-ONHP-2017/11– Assam Basin – India (o) AA-ONHP-2017/15– Assam Basin – India (p) AA-ONHP-2017/2– Assam Basin – India (q) AA-ONHP-2017/3– Assam Basin – India (r) AA/ONDSF/Hazarigaon/2018- Assam Basin – India CDP Climate: B rating (global average: C) CDP Water: A- rating (global average: C) MSCI: BB Sustainalytics: 37.9 DJSI ranking: 80 Oil & Gas (s) KG-OSHP-2017/1– Krishna Godavari Basin-India (t) KG-DWHP-2017/1– KG Deepwater Basin - India (u) CY-OSHP-2017/1– Cauvery Basin - India (v) CY-OSHP-2017/2– Cauvery Basin - India (w) GK-ONHP-2017/1-Gujarat Kutch Basin - India (x) GK-OSHP-2017/1-Gujarat Kutch Basin – India (y) GS-OSHP-2017/1-Gujarat Kutch Basin – India (z) GS-OSHP-2017/2- Gujarat Kutch Basin- India (aa) MB-OSHP-2017/2- Mumbai Basin - India (bb) RJ-ONHP-2017/5- Barmer Basin - India (cc) RJ-ONHP-2017/6- Barmer Basin - India (dd) RJ-ONHP-2017/7- Barmer Basin- India (ee) RJ-ONHP-2017/1- Barmer Basin- India (ff) RJ-ONHP-2017/2- Barmer Basin- India (gg) RJ-ONHP-2017/3- Barmer Basin- India (hh) RJ-ONHP-2017/4- Barmer Basin- India (ii) CB-ONHP-2017/1- Cambay Basin- India (jj) CB-ONHP-2017/7- Cambay Basin- India (kk) CB-ONHP-2017/10-Cambay Basin-India (ll) CB-ONHP-2017/6- Cambay Basin- India (mm) CB-ONHP-2017/2- Cambay Basin- India (nn) CB-ONHP-2017/3- Cambay Basin- India (oo) CB-ONHP-2017/4- Cambay Basin- India (pp) CB-ONHP-2017/5- Cambay Basin- India (qq) CB-ONHP-2017/11- Cambay Basin- India (rr) HF-ONHP-2017/1- Himalaya Foreland Basin - India (ss) GV-ONHP-2017/1- Ganga Valley Basin - India (tt) CB-ONHP-2018/1- Cambay Basin- India (uu) GK-OSHP-2018/1-Gujarat Kutch Basin - India (vv) GK-OSHP-2018/2- Gujarat Kutch Basin - India (ww) MN-OSHP-2018/1- Mahanadi Basin - India (xx) RJ-ONHP-2018/1- Barmer Basin- India (yy) AA-ONHP-2018/1-Assam Basin- India (zz) CB-ONHP-2018/3-Cambay Basin - India (aaa) CB-ONHP-2018/4 Cambay Basin- India (bbb) AA/ONDSF/TUKBAI/2021- Assam Basin- India (ccc) AA-ONDSF/PATHARIA/2021- Assam Basin- India (ddd) CB/OSDSF/AMBE/2021- Cambay Basin- India (eee) GK-OSDSF/GK1/2021- Gujarat Kutch Basin - India (fff) MB/OSDSF/BH68/2021 - Mumbai Basin – India (ggg) MB/OSDSF/B174/2021 - Mumbai Basin – India (hhh) KG/OSDSF/G4/2021- Krishna Godavari Basin – India (iii) VN/ONDSF/NOHTA/2021- Madhya Pradesh Basin – India (jjj) SR-ONHP-CBM-2021/5 Chhattisgarh Basin - India Pipeline (a) Radhanpur Terminal, Patan, Gujarat, India, Pin 385340 (b) Viramgam Terminal, Viramgam, Ahmedabad, Gujarat, India, Pin 382150 (c) Bhogat Terminal, Bhogat Jam Kalyanpur Devbhumi Dwarka, Gujarat, Pin 361315 Plant (a) Mangala Processing Terminal, Barmer, Rajasthan Nagana Village, Near Kawas, NH112, Barmer - 344035, Rajasthan (b) Raageshwari Gas Terminal, Rajasthan (c) Suvali Onshore terminal, Gujarat Survey No. 232, Suvali, Surat Hazira Road, Surat, Pin - 394510, Gujarat (d) Raava Onshare terminal, Andhra Pradesh Surasani Yanam, Uppalaguptam Mandal, East Godavari Dist., Pin - 533213, Andhra Pradesh (e) Nagayalanka EPS Facility, Andhra Pradesh Nagayalanka GGS, Vakkapatlavaripalem Village, Nagayalanka Mandal, Krishna District, Pin - 521120, Andhra Pradesh (f) KW-2 updip: Khasra No. 513, 514, 514/1, 514/3, 524, 524/10, 524/12, 526, 532, 533, Barmer to Gudamalani Road, Dholpaliyanada Barmer - 344001, Rajasthan, India, (g) Jaya Jambusar: Land Survey Nos.: 317/319/320 and 321 of village Amanpur Mota, Jambusar Bharuch - 392180, Gujarat, India, (h) Hazarigaon: Hazarigaon Wellpad, Barapathar, Golaghat - 785601, Assam, India. Paper ** GIDC Doswada, Ta. Fort Songadh, District Tapi, Gujarat, Pin code - 394365, India. **Non-operational unit 306 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 307 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Commodity Price Risk or Foreign Exchange Risk and Hedging Activities Fluctuation in commodity prices Impact: Prices and demand for the Group’s products are expected to remain volatile/uncertain and strongly influenced by global economic conditions. Volatility in commodity prices and demand may adversely affect our earnings, cash flow and reserves. Mitigation: Our Group has a well-diversified portfolio, which acts as a hedge against fluctuations in commodities and delivers cash flows through the cycle. We consider exposure to commodity price fluctuations to be an integral part of our Group’s business and its usual policy is to sell its products at prevailing market prices, and not to enter into long-term price hedging arrangements. However, to minimise price risk for finished goods where price of raw material is also determined by same underlying base metal prices (e.g. purchase of alumina, copper concentrate for manufacturing and selling copper and aluminium products, respectively) we employ back-to-back hedging. In exceptional circumstances, we may enter into strategic hedging with prior approval of the EXCO. The Group monitors the commodity markets closely to determine the effect of price fluctuations on earnings, capital expenditure and cash flows. Currency exchange rate fluctuations Impact: Our assets, earnings and cash flows are influenced by a variety of currencies due to the diversity of the countries in which we operate. Fluctuations in exchange rates of those currencies may have an impact on our financials. Although the majority of the Group’s revenue is tied to commodity prices that are typically priced by reference to the US dollar, a significant part of its expenses are incurred and paid in local currency. Moreover, some of the Group borrowings are denominated in US dollars, while a large percentage of cash and liquid investments are held in other currencies, mainly in the Indian rupee. Any material fluctuations of these currencies against the US dollar could result in lower profitability or in higher cash outflows towards debt obligations. Mitigation: We do not speculate in forex. We have developed robust controls in forex management to monitor, measure and hedge currency risk liabilities. The Committee of Directors reviews our forex-related matters periodically and suggests necessary courses of action as may be needed by businesses from time to time, and within the overall framework of our forex policy. Exposures on foreign currency loans are managed through the Group wide hedging policy, which is reviewed periodically to ensure that the results from fluctuating currency exchange rates are appropriately managed. The Group strives to achieve asset liability offset of foreign currency exposures and only the net position is hedged. The Group uses forward exchange contracts, currency swaps and other derivatives to hedge the effects of movements in exchange rates on foreign currency denominated assets and liabilities. The sources of foreign exchange risk are outstanding amounts payable for imported raw materials, capital goods and other supplies as well as financing transactions and loans denominated in foreign currencies. The Group is also exposed to foreign exchange risk on its net investment in foreign operations. Most of these transactions are denominated in US dollars. Short-term net exposures are hedged progressively based on their maturity. A more conservative approach has been adopted for project expenditures to avoid budget overruns, where cost of the project is calculated taking into account the hedge cost. However, all new long-term borrowing exposures are being hedged. The hedge mechanisms are reviewed periodically to ensure that the risk from fluctuating currency exchange rates is appropriately managed. S. No. Commodity Name(1) Exposure(2) in ` towards the particular commodity Units Exposure(2) in quantity towards the particular commodity % of such exposure hedged through commodity derivatives Domestic market International market Total OTC Exchange OTC Exchange 1 Aluminium 35,513 kt 1,805 0% 0% 0% 64% 64% 2 Oil 8,034 Mmboe 9 0% 0% 0% 0% 0% 3 Gas 1,612 MMSCF 260 0% 0% 0% 0% 0% 4 Copper(3) 29,423 kt 413 0% 0% 0% 93% 93% 5 Silver(3) 94 Oz 4,83,743 0% 0% 95% 0% 95% 6 Gold(3) 777 Oz 46,901 0% 94% 0% 0% 94% 1. Commodity means a commodity whose price is fixed by reference to an international benchmark and having a material effect on the financial statements. 2. Exposure for Aluminium and Oil is based on sales and closing stock and that for Gas is based on sales. 3. Gold and Silver are sold in the form of anode slime/copper concentrate. Anode slime is the residue formed while refining copper. Exposure for Copper (including Gold and Silver) is based on opening stock, purchases and sales. Percentage of exposure not hedged represents unpriced transactions as at 31 March 2024 as the same will be hedged as per the Company’s policy and contractual terms once price period is fixed. OTHER DISCLOSURES Details of Loans and Advances by the Company and its subsidiaries in the nature of loans to firms/ companies in which Directors are interested The aforesaid details are provided in the financial statements of the Company forming part of this Integrated Annual Report. Please refer to Note 41 of the standalone financial statements. Total fees for all services on a consolidated basis to the statutory auditors Particulars March 2024 (` in crore)* Audit fees (audit and review of financial statements) 20.51 Certification and other attest services 0.23 Tax Matters - Others 2.78 Total 23.52 *exclusive of GST Framework for monitoring Subsidiary Companies The details of the material subsidiaries of the Company have been elucidated in the Directors’ Report forming part of the Integrated Annual Report. The Company has complied with the provision of Listing regulations with respect to material subsidiary for FY 2023-24. The Company has in place a policy on Determining Material Subsidiary, duly approved by the Board in conformity with the Listing Regulations which can be accessed on the Company’s website at www.vedantalimited.com. The subsidiary companies have their separate independent Board of Directors authorised to exercise all the responsibilities, duties and rights for effective monitoring and management of the subsidiaries. The Company supervises and monitors the performance of subsidiary companies: On a quarterly basis, the minutes of each of the Board and Audit Committee Meetings of the subsidiary companies and a statement of all significant transactions of the subsidiary companies are placed before the Board of Directors and Audit & Risk Management Committee for their review and noting. Quarterly presentations are made to the Audit & Risk Management Committee and Board on the Key accounting matters, tax matters and legal cases relating to subsidiaries. Significant Internal Audit Observations of the subsidiaries are made to the Audit & Risk Management Committee on a quarterly basis. Presentations are made to the Company’s Board on business performance by the senior management of major subsidiaries of the Company. Certain matters of the subsidiaries relating to Financial and Planning and Commercial are reserved for approval of the Board or Committee of Directors of the Company. Subsidiaries are subject to applicable Statutory Audit and Secretarial Audit. Further, appropriate disclosures related to subsidiaries are made in Financial Statements/Directors’ Report of the Company as per the Act and Listing Regulations. Materially Significant Related Party Transactions A comprehensive note on material significant related party transaction forms a part of Directors’ Report. Your Company has in place a Policy on Related Party Transactions, which envisages the procedure governing Related Party Transaction(s) entered into by the Company. The said policy was revised in the Board Meeting held on 28 March 2023 (effective from 01 April 2023) and was made available on the Company website. The policy has been further revised in the Board Meeting held on 21 March 2024 (effective from 01 April 2024 onwards) and can be accessed on the Company’s website at www.vedantalimited.com. Non-Compliance by the Company, Penalties, Strictures imposed by Stock Exchange or SEBI or any Statutory Authority on any matter related to capital markets during the last three years SEBI has vide its order dated 19 May 2021 imposed a penalty of ` 5 crore on erstwhile Cairn India Limited (merged with Vedanta Limited in 2017) under Section 15HA of SEBI Act for violation of Regulation 3(a), (b), (c), (d), Regulation 4(1) and 4(2)(k) and (r) of SEBI (Prevention of Fraudulent and Unfair Trade Practices) Regulations, 2003 and a penalty of ` 25 lakhs under Section 15HB of SEBI Act for violation of Regulation 19(1)(a) of SEBI (Buyback) Regulations, 2003 308 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 309 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 for not completing the buyback offer in the year 2014. The Company had filed an appeal against the said order, which vide order dated 05 October 2023 was allowed by the Securities Appellate Tribunal and the SEBI Order is set aside. SEBI has filed an appeal against the said order dated 05 October 2023, before the Supreme Court on 05 December 2023 which is yet to be listed.. Vigil Mechanism/Whistle Blower Policy Vedanta continues to assure utmost commitment towards the highest standards of morals and ethics in the conduct of business. The employees have been provided comprehensive access to lodge any complaint against the Company’s accounting practices, internal controls, auditing matters or any such suspected incidents of fraud or violation of the Company’s Code of Conduct that could adversely impact Company operations, business performance and/or reputation. All the employees of the Company and its subsidiaries are encouraged and expected to raise their concerns. The Audit & Risk Management Committee has laid down the procedure governing the receipt, retention, and treatment of complaints. Your Company has a Whistle Blower Policy in place as part of the Vigil Mechanism which can be accessed at www.vedantalimited.com. All the complaints are reported to the Director – Management Assurance, who is independent of operating management and the businesses. In line with global practices, dedicated email IDs (vedanta.whistleblower@vedanta.co.in), a centralised database, a 24x7 whistle blower hotline and a web-based portal (www.vedanta.ethicspoint.com) have been created and implemented to facilitate receipt and redressal of complaints. 24x7 Hotline Web Based Portal Centralised Database Dedicated Email IDs Whistle Blower Policy The Company hereby affirms that no personnel have been denied access to the Chairperson of Audit & Risk Management Committee. Disclosure in relation to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 The detailed disclosure forms part of the Directors’ Report. Disclosure of certain types of agreements binding listed entities under Clause 5A of Paragraph A of Part A of Schedule III of Listing Regulations The Company ensures timely disclosure of all information required to be disclosed as per the provisions of Listing Regulations. The details of all subsisting agreements under Clause 5A of Paragraph A of Part A of Schedule III of Listing Regulations have accordingly, been made available on the website of the Company at www.vedantalimited.com. COMPLIANCES Discretionary Requirements As on 31 March 2024, the Board of the Company is chaired by a Non-Executive Director who maintains the Chairman’s office at the Company’s expense. The Board During the year under review, the Independent Auditors have issued an unmodified opinion on the true and fair view of the Company’s financial statements. Unmodified opinion in Audit Report Quarterly Financial Results are sent to the shareholders whose e-mail IDs are registered with the Company. Additionally, news releases, institutional investor/ analyst presentations, annual reports and other governance documents are also made available to the shareholders through Company's website. Shareholder's Rights This is reported by briefing the Audit & Risk Management Committee through discussion and presentation of the observations, review, comments and recommendations, amongst others in the Internal Audit presentation by the Company’s Internal Management Assurance. Reporting of Internal Auditor The roles and responsibilities of the Chairman and Executive Director have been distinctively defined and the positions are held by separate individuals for better efficiency. Separation of Roles of Executive Director and Chairman The Company as part of best governance practices has adopted the Board Diversity Policy as a sub-set of NRC Policy to ensure an inclusive and diverse membership of the Board of Directors of the Company resulting in optimal decision-making and assisting in the development and execution of a strategy which promotes success of Company for the collective benefit of its stakeholders. Board Diversity Policy With the integration of ESG parameters into the decision-making of investors; increasing focus of regulatory bodies on ESG reporting and disclosures round the globe; and in line with upholding our core commitment and Board oversight on ESG priorities, the Board, in its meeting held on 26 July 2021, approved the enhancement of the scope of the erstwhile Sustainability Committee and upgraded it to Board-level ESG Committee to strengthen Board level rigor and advice into all aspects of ESG. ESG Committee Corporate Governance requirements specified in Regulation 17 to 27 and Regulation 46 & 62 of Listing Regulations Your Company has complied with all the mandatory corporate governance requirements under the Listing Regulations. Your Company, specifically, confirms compliance with corporate governance requirements in accordance with Regulation 17 to 27; 46 and 62 of the Listing Regulations. Further, in compliance with the advisories issued by the respective stock exchanges for dissemination of certain requirements under Regulation 46(2) and 62(1) of the Listing Regulations, the Company maintains a separate section on the website of the Company for necessary disclosures under the aforesaid regulations. The disclosures under the aforesaid regulations can be accessed at www.vedantalimited.com. Corporate Policies of the Company Your Company is inclined towards following highest levels of ethical standards in all our business transactions. To ensure the same, the Company has adopted various policies, codes, and practices. The policies are reviewed periodically by the Board and are updated in line with amended laws and requirements. The key policies/charters adopted are detailed below: Category of Policy/Code Brief Summary Web link Amendments Code of Business Conduct and Ethics including Anti- Bribery & Anti-Corruption Policy, Whistle Blower Policy and Anti-Trust Guidance Notes The Code provides the general rules for our professional conduct so that the business of the Company is consistent with our values and core purpose. www.vedantalimited.com The Policy has been revised on 04 August 2023 with immediate effect. Corporate Social Responsibility Policy This Policy provides guidance in achieving the objective of conducting its business in a socially responsible, ethical and environment friendly manner and to continuously work towards improving the quality of life of the communities in and around its operational area and ensures that the Company operates on a consistent and compliant basis. www.vedantalimited.com There has been no change in the policy during FY 2023-24. Nomination & Remuneration Policy including the Criteria for determining the Independence of Directors The policy details the guidelines on identification and appointment of individual as a Director, KMP and SMP including the criteria on their qualification and independence, manner and criteria for effective evaluation of the performance. The Policy also details the compensation principles of senior management and mechanism for succession planning. www.vedantalimited.com The Policy has been revised on 04 August 2023 with immediate effect. Insider Trading Prohibition Code The Code lays down the guideline to regulate, monitor and report trading in securities of the Company; policy & procedure for inquiry in case of leak of Unpublished Price Sensitive Information ("UPSI"); and code of practices & procedures for fair disclosure of UPSI & policy for determination of legitimate purpose. www.vedantalimited.com The Policy has been revised on 04 November 2023 with immediate effect. 310 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 311 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Category of Policy/Code Brief Summary Web link Amendments Dividend Distribution Policy The policy details guidelines for dividend distribution for equity shareholders as per the requirements of the Listing Regulations. www.vedantalimited.com There has been no change in the policy during FY 2023-24. Related Party Transaction Policy This policy envisages the procedure governing Related Party Transactions required to be followed by the Company to ensure compliance with the Law and Regulations. The Company has voluntarily adopted a stringent policy as against the requirements under the law. www.vedantalimited.com The policy had been previously revised on 28 March 2023 and effective from 01 April 2023. The policy has been further revised on 21 March 2024 and effective from 01 April 2024 onwards. Policy on Determination of Material Subsidiaries The policy determines the guidelines for material subsidiaries of the Company and also provides the governance framework for such material subsidiaries. www.vedantalimited.com There has been no change in the policy during FY 2023-24. Policy for determination of Materiality for Fair Disclosure of Material Events/Unpublished Price Sensitive Information to Stock Exchange(s) and Archival Policy The policy determines the requirements for disclosing material events including deemed material events for the Company and its subsidiary companies which are in nature of unpublished price sensitive information. The policy also lays the guidelines on archival and retention of records of the Company. www.vedantalimited.com The policy has been revised to incorporate the SEBI amendments effective from 14 July 2023. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace The purpose of this policy is to create and maintain a healthy and conducive work environment, free of discrimination. This includes discrimination on any basis, including gender and any form of sexual harassment. www.vedantalimited.com There has been no change in the policy during FY 2023-24. SRC Charter The primary purpose of the SRC is to oversee all matters pertaining to investors of the Company. The Charter sets out the terms of reference for functioning of the SRC. www.vedantalimited.com There has been no change in the Charter during FY 2023-24. ESG Committee Charter The Charter defines the role of the ESG Committee (erstwhile, “Sustainability Committee”) to assist the Board in meeting its responsibilities in relation to the ESG matters arising out of the activities and operations of the Company and its subsidiary companies (the Group) for aiming towards enhanced sustainable development. www.vedantalimited.com There has been no change in the Charter during FY 2023-24. Board Diversity Policy The purpose of Board Diversity Policy is to ensure an inclusive and diverse membership of the Board of Directors of the Company resulting in optimal decision-making & assisting in the development and execution of a strategy which promotes success of Company for the collective benefit of its stakeholders. www.vedantalimited.com The policy has been revised on 04 August 2023 with immediate effect. Diversity, Equity and Inclusion Policy The policy highlights the commitment of the Company towards the cause of promoting diversity and inclusion within the organisation and in larger communities who we partner with. This policy is forward looking and sets a vision for diversity and inclusion for businesses across the Vedanta group. www.vedantalimited.com The policy has been revised on 04 August 2023 with immediate effect. For ease of reference of our stakeholders, all our policies and codes are available on our website in three different languages i.e., English, Hindi and Marathi (since registered office of the Company is in Maharashtra) and can be accessed at www.vedantalimited.com. Awareness Sessions/Workshops on Governance practices Vedanta as an organisation ardently supports transparency and openness in its reporting as well as in practice. Believing in zero tolerance for unethical practices, employees and business partners across the Group are regularly sensitised about the policies and governance practices through various multi-faceted interactive tools as elucidated below: The Company conducted an awareness session for the Board of Directors in collaboration with the Data Security Council of India ("DSCI") in May 2023 to facilitate insights on how Cyber Security and Data Governance were being understood, prioritised, and addressed at the Board level. An online comprehensive module on Cyber Security Training and Assessment has been launched for employees in order to enhance their awareness about information security through mandatory completion of training. Reinforcing the principles under the Code of Business Conduct and Ethics, the Company has in place an automated training module for mandatory training for all employees across the Group. An annual affirmation for adherence with the Code is also obtained to reiterate commitment and understanding. IT Security/Cybersecurity Governance Code of Conduct - Training Module and annual affirmation The Company has a robust mechanism in place to prevent insider trading. As a step towards digitisation, a web-based portal has been implemented for designated employees to enable them to manage and report dealings in securities of the Company and ensure compliance with the Insider Trading Prohibition Code. Employees are sensitised through various knowledge sharing emails/updates on a regular basis in order to monitor and prevent any non-compliance as well as ensure initial/continual disclosure. Insider Trading Monitoring Portal The employees can neither accept nor send gifts/ entertainment in exchange of any business/services/ giving off any confidential information etc. to derive any benefit conflicting with the interest of the Company. The Company has in place an online gift declaration portal with the employees required to promptly declare the gifts received by them in compliance with the Gift Policy forming part of the Code of Business Conduct and Ethics. Online Gift Declaration Portal We have implemented Enablon across the Group which empowers a holistic approach to Health, Safety, Environment, and Sustainability by providing a central platform to manage all critical functions. Currently, all ESG- related data are getting logged in Enablon and assurance of the same is also conducted in this integrated software. All incidents/UA/UC are also logged in Enablon across the Group and this platform helps ensure timely closure of the same by sending notifications to respective users. Multiple reports and dashboards are configured and circulated to help users identify areas of concern and track data closure. During the year, we have gone live with a total of seven modules till date and two more modules will be going live in Q1 of FY 2024-25. Currently around 10,000 users are mapped in the portal which includes employees and business partners as well. Digital Safety Module In order to ensure best-in-class compliance monitoring and reporting, the Company has in place an internal standard operating procedure to manage statutory compliances across all businesses and a top of the line automated compliance management system with regular updates on checklists of all applicable statutory requirements. As a best practice, it is mandatory for all CEOs to issue and sign-off on compliance certificates for their respective businesses each quarter for placing before the Audit & Risk Management Committee and Board. A separate GRC vertical has beeen established for Group- wide compliance control. Furthermore, the quarterly compliance reporting carried out at BUs will now be extended to Corporate as well with the implementation of third-party compliance tool at Corporate. Statutory Compliance System 312 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 313 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 The Company had released its third TCFD Report on Climate Change for FY 2022-23. The report entailed the Group's decarbonisation strategy based upon the guidelines issued by the Financial Stability Board. For FY 2023-24, the Company shall be releasing a Climate Action Report covering the aspects of TCFD and International Financial Reporting Standard S2 framework. The report shall document Vedanta's journey to become a Net Zero Carbon business by 2050 or sooner and shall be made available on the Company's website. This report is in addition to the other disclosures that the Company makes on ESG namely GRI based Sustainability Report, BRSR, and the Integrated Report. This is reflective of our commitment to transparently disclose our ESG performance. Awareness Video Clips and Mailers - With a firm belief in zero tolerance for unethical practices, the Company sensitises employees about various matters including prevention of sexual harassment (“POSH"), anti‑bribery, conflict of interest, gift policy, corruption, ESG etc. through short video clips and mailers to make the workplace a better place each day. Ethics Quiz - To assess the awareness and understanding of employees, an Ethics quiz is also conducted on periodic basis. Ethics Compliance Month - As part of special annual initiative, the Company conducts Ethics Compliance Month at BUs wherein awareness and training sessions are conducted covering governance and internal policies such as prevention of insider trading, POSH, antibribery, corruption, anti-trust laws etc. The Company also has an online UPSI sharing database where time stamp of UPSI shared by employees is maintained digitally. The full access of this UPSI database is only restricted with the Compliance Officer. Strengthening one of the core value, the Company is promoting and developing digitalisation and innovation culture strategically among the employees including business partners. Vedanta 360 - Innovation portal is developed as a unique platform to capture all the thoughts across the organisation. People are encouraged to showcase their innovative thoughts, success stories, ideas etc. and they may also seek innovative solutions to business challenges. This portal has end-to-end integration from Idea to Reward in near future. Vedanta Innovation Cafe - A place at workplace is established across the operations to provide conducive environment to think across business aspects and come out with Innovation Ideas. Top Ideas and success stories are published in Weekly Innovation Wrap across the Group to keep the momentum high and recognise the team efforts across businesses. Release of Climate Action Report Employee Sensitisation-Ethics and Governance UPSI Sharing Database Innovation Portal and Cafes - Digitalisation Initiatives Declarations and Certifications Declaration by Executive Director on Code of Business Conduct and Ethics Compliance Certificate Certificate of Non‑Disqualification of Directors Auditor’s Certificate on Corporate Governance A Declaration by the Executive Director of the Company, stating that the members of the Board of Directors and SMP have affirmed compliance with the Code of Business Conduct and Ethics of the Company is enclosed as 'Annexure I' to this Report. The Compliance Certificate from the Executive Director and the Chief Financial Officer of the Company pursuant to Regulation 17(8) of the Listing Regulations is enclosed as 'Annexure II' to this Report. A certificate from Chandrasekaran Associates, Company Secretaries, certifying that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI/MCA or any such statutory authority pursuant to Regulation 34(3) and Clause (10)(i) of Para C of Schedule V of the Listing Regulations is enclosed as 'Annexure III' to this Report. The Independent Auditor’s Certificate regarding compliance with conditions of corporate governance pursuant to the Listing Regulations is enclosed as 'Annexure IV' to this Report. Annexure I Declaration on Code of Business Conduct and Ethics of the Company In accordance with the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, I, Arun Misra, Executive Director of Vedanta Limited, hereby declare that all members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Business Conduct and Ethics of the Company for FY 2023-24. For Vedanta Limited Sd/- Date: 25 April 2024 Arun Misra Place: New Delhi Executive Director 314 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 315 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Annexure II Compliance Certificate under Regulation 17(8) read with Part B of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time We, Arun Misra, Executive Director (Whole-Time Director) and Ajay Goel, Chief Financial Officer of the Company, certify that: A. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief: (1) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (2) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct. C. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting, and we have disclosed to the auditors and the Audit and Risk Management Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. D. We have indicated to the Auditors and the Audit and Risk Management Committee, (1) significant changes in internal control over financial reporting during the year; (2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and (3) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting. Sd/- Sd/- Arun Misra Ajay Goel Executive Director (Whole-Time Director) Chief Financial Officer DIN: 01835605 PAN: AEAPG8383C Date: 25 April 2024 Place: New Delhi Annexure III CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To, The Members Vedanta Limited 1st Floor, ‘C’ wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East), Mumbai, Maharashtra – 400 093 We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Vedanta Limited and having CIN L13209MH1965PLC291394 and having registered office at 1st Floor, ‘C’ wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East) Mumbai, Maharashtra – 400 093 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers and declarations received from respective Directors, we hereby certify that as on Financial Year ended 31 March 2024, none of the Directors on the Board of the Company as stated below have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority: S. No. Name of Director DIN Original Date of appointment in Company 1 Navin Agarwal 00006303 17/08/2013 2 Priya Agarwal Hebbar 05162177 17/05/2017 3 Upendra Kumar Sinha 00010336 13/03/2018 4 Anil Kumar Agarwal 00010883 01/04/2020 5 Padmini Sekhsaria 00046486 05/02/2021 6 Dindayal Jalan 00006882 01/04/2021 7 Akhilesh Joshi 01920024 01/07/2021 8 Arun Misra 01835605 01/08/2023 Ensuring the eligibility of for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Chandrasekaran Associates Company Secretaries FRN: P1988DE002500 Peer Review Certificate No.: 4186/2023 Sd/- Dr. S. Chandrasekaran Senior Partner Membership No. F1644 Certificate of Practice No. 715 UDIN: F001644F000215814 Date: 24 April 2024 Place: Delhi 316 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 317 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Annexure IV The Members of Vedanta Limited 1st Floor, ‘C’ Wing Unit 103, Corporate Avenue, Atul Projects Chakala, Andheri (E), Mumbai – 400 093 1. The Corporate Governance Report prepared by Vedanta Limited (hereinafter the “Company”), contains details as specified in regulations 17 to 27, clauses (b) to (i) and (t) of sub – regulation (2) of regulation 46 and para C, D, and E of Schedule V of the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) (“Applicable criteria”) for the year ended 31 March 2024 as required by the Company for annual submission to the Stock exchange(s). Management’s Responsibility 2. The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including the preparation and maintenance of all relevant supporting records and documents. This responsibility also includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the Corporate Governance Report. 3. The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the conditions of Corporate Governance as stipulated in Listing Regulations, issued by the SEBI. Auditor’s Responsibility 4. Pursuant to the requirements of Listing Regulations, our responsibility is to provide a reasonable assurance in the form of an opinion whether, the Company has complied with the conditions of Corporate Governance as specified in Listing Regulations. 5. We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports or Certificates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by the Institute of Chartered Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI. 6. We have complied with the relevant applicable requirements of the Standard on Quality Control (“SQC”) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements. 7. The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated in compliance of the Corporate Governance Report with the applicable criteria. Summary of procedures performed include: i. Read and understood the information prepared by the Company and included in its Corporate Governance Report; ii. Obtained and verified that the composition of the Board of Directors with respect to the executive and non-executive directors has been met throughout the reporting period; iii. Obtained and read the Register of Directors as on 31 March 2024 and verified that at least 1 (one) independent woman director was on the Board of Directors throughout the year; iv. Obtained and read the minutes of meetings of the following held during the period from 01 April 2023 to 31 March 2024: (a) Board of Directors; (b) Audit & Risk Management Committee; (c) Annual General Meeting; (d) Nomination and Remuneration Committee; (e) Stakeholders’ Relationship Committee; (f) Corporate Social Responsibility Committee; (g) Postal Ballot; v. Obtained necessary declarations from the Directors of the Company. vi. Obtained and read the policy adopted by the Company for related party transactions including amendments thereof; vii. Obtained the schedule of related party transactions during the year and balances at the end of the year and obtained and read the minutes of the Audit & Risk Management Committee meeting(s) where in such transactions have been pre-approved by the said Committee; viii. Performed necessary inquiries with the management and also obtained necessary specific representations from management. Independent Auditor’s Report on compliance with the conditions of Corporate Governance as per provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended 8. The above-mentioned procedures include examining evidence supporting the particulars in the Corporate Governance Report on a test basis. Further, our scope of work under this report did not involve us in performing audit tests for the purposes of expressing an opinion on the fairness or accuracy of any of the financial information or the financial statements of the Company taken as a whole. Opinion 9. Based on the procedures performed by us, as referred in paragraph 7 above, and according to the information and explanations given to us, we are of the opinion that the Company has complied with the conditions of Corporate Governance as specified in Listing Regulations, as applicable for the year ended 31 March 2024, referred to in paragraph 4 above. Other matters and Restriction on Use 10. This report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. 11. This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply with its obligations under Listing Regulations with reference to compliance with the relevant regulations of Corporate Governance and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this report for events and circumstances occurring after the date of this report. For S.R. Batliboi & Co. LLP Chartered Accountants ICAI Firm Registration Number: 301003E/E300005 Sd/- per Vikas Pansari Partner Membership Number: 093649 UDIN: 24093649BKGPPZ4481 Place of Signature: Mumbai Date: 25 April 2024 318 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 319 Report on Corporate Governance VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT I. Details of the listed entity. 1. Corporate Identity Number (CIN) of the Listed Entity L13209MH1965PLC291394 2. Name of the Listed Entity Vedanta Limited 3. Year of incorporation 1965 4. Registered office address 1st Floor, C wing, Unit 103, Corporate Avenue Atul Projects, Chakala, Andheri (East), Mumbai, Maharashtra – 400 093, India 5. Corporate address Core-6, 3rd Floor, Scope Complex 7, Lodhi Road, New Delhi - 110 003 6. E-mail comp.sect@vedanta.co.in 7. Telephone +91 22 6643 4500 8. Website www.vedantalimited.com 9. Financial year for which reporting is being done FY 2023-24 From 01-04-2023 to 31-03-2024 10. Name of the Stock Exchange(s) where shares are listed BSE Limited (BSE) National Stock Exchange of India Limited (NSE) 11. Paid-up capital ` 3,71,75,04,871 12. Name and contact details of the person who may be contacted in case of any queries on the BRSR report Mr. Rajinder Ahuja Group Head – HSE and Sustainability, Tel: +91 294 660 4054 Email: esg@vedanta.co.in 13. Reporting boundary The disclosures under this report are made on a consolidated basis. Vedanta Group comprises of Vedanta Limited, its Subsidiaries, Associates and Joint Ventures, the details of which are given in point No. 23 of Section A of Business Responsibility and Sustainability Report (BRSR) and on page 323 of the Integrated Report and Annual Accounts FY 2023-24. All these entities are considered for the purpose of Financial Consolidation of the Group; however, for the purpose of reporting data and information in BRSR, we have considered Vedanta Limited, its 10 Subsidiaries and 38 sites based on the management’s assessment of materiality, the list of which are given as appendix to BRSR. The following categories of Entities/Sites have not been considered for the purpose of this report: • Newly incorporated Entities or Entities/Sites operational for less than 12 months; • Non-operational/ intermittent operational Entities/Sites; and entities/sites discontinued or outsourced. Further, the GHG footprint, Water footprint, Energy footprint and details of the Waste Management with respect to the following have not been considered, based on our assessment of being immaterial to the Group’s reporting: • The Corporate Offices with respect to the Entities as considered under the Reporting Boundary. • Guesthouses and Colonies being owned and maintained by the Group. Furthermore, for the purpose of BRSR reporting, following methodology has been used: • The financial numbers used in some of the indicators of the BRSR are extracted from the Integrated Report and Annual Accounts FY 2023-24. • While the financial numbers related to certain entities include inter-company consolidation adjustments as per the applicable financial reporting framework (net figures), the non- financial data used in some of the indicators of the BRSR related to these entities are given without adjustments (gross figures). Further, some of the Entities/ Sites are considered for the purpose of said financial numbers, which may have been excluded from the Reporting Boundary. • Some of the Entities are considered for the purpose of preparation of the BRSR on full consolidation method, without adjusting for minority interest in the relevant group entity, based on operational control, as per our assessment. • In certain newly incorporated indicators, previous year figures have not been provided. 14. Name of Assurance Provider Mazars Advisory LLP 15. Type of Assurance obtained BRSR Core: Reasonable BRSR (Rest of indicators): Limited II Products/Services 16. Details of business activities (accounting for 90% of the turnover): S. No. Description of Main Activity Description of Business Activity % of Turnover of the entity 1. Manufacturing Metal and metal products 52.64% 2. Mining and quarrying Mining of Metal Ores 25.2 % 3. Oil and Gas Upstream Oil and gas Production 12.39% 17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover): S. No. Product/Service NIC Code % of total Turnover contributed 1 Aluminum Products 24202 32.66% 2 Zinc Metal 27204 14.95% 3 Copper Cathode 24201 13.45% 4 Oil 0610 10.35% 5 Steel Products 2410 4.48% 6 Silver Metals 27205 3.83% 7 Iron Ore 0710 3.76% 8 Lead Metal 27209 3.40% 9 Power 3510 3.18% 10 Gas 0620 2.01% III. Operations 18. Number of locations where plants and/or operations/offices of the entity are situated: Location Number of plants Number of offices Total# National 93 15 108* International 11 13 24** * This number does not include warehouses operated by Vedanta and its business entities ** This number includes all international entities under Vedanta Ltd. # This number is notwithstanding the reporting boundary described in Section A-13 19. Markets served by the entity: a. Number of locations Locations Number National (No. of States) 28 International (No. of Countries) 131* * May include overlap of countries that may serve as a market for more than one of Vedanta’s business/products b. What is the contribution of exports as a percentage of the total turnover of the entity? The contribution of exports is 35.24% of the total turnover of Vedanta Limited. c. A brief on types of customers Vedanta Limited operates in the mining and manufacturing sectors, specialising in the extraction and processing of metal ores, metal and metal products. Additionally, the company is involved in oil and gas exploration and production, as well as power generation and sales. Vedanta’s product portfolio includes a range of minerals and metals such as aluminium, copper, iron ore, zinc, silver, and lead. The company’s primary customers include industrial consumers in sectors such as automotive, steel, power generation, infrastructure, battery manufacturing and oil. SECTION A: GENERAL DISCLOSURES 320 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 321 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 IV. Employees 20. Details as at the end of Financial Year: a. Employees and workers (including differently abled): S. No. Particulars Total (A) Male Female Other No. (B) % (B/A) No. (C) % (C/A) No. (D) %(D/A) EMPLOYEES 1. Permanent (D) 12,766 10,170 80% 2,596 20% 2. Other than Permanent (E) 279 198 71% 81 29% 3. Total employees (D + E) 13,045 10,368 79% 2,677 21% WORKERS 4. Permanent (F) 4,760 4,555 96% 205 4% 5. Other than Permanent (G) 79,210 76,828 97% 2,346 3% 36 0.05% 6. Total workers (F + G) 83,970 81,383 97% 2,551 3% 36 0.04% b. Differently abled Employees and workers: S. No. Particulars Total (A) Male Female No. (B) % (B/A) No. (C) % (C/A) DIFFERENTLY ABLED EMPLOYEES 1. Permanent (D) 10 7 70% 3 30% 2. Other than Permanent (E) 1 0 0% 1 100% 3. Total differently abled employees (D + E) 11 7 64% 4 36% DIFFERENTLY ABLED WORKERS 4. Permanent (F) 9 9 100% 0 0% 5. Other than permanent (G) 19 19 100% 0 0% 6. Total differently abled workers (F + G) 28 28 100% 0 0% 21. Participation/Inclusion/Representation of women Total (A) Number and percentage of Females No. (B) % (B/A) Board of Directors 8 2 25% Key Management Personnel 4* 1 25% * The definition of Key Managerial Personnel (KMP) is as per the Section 2(51) of Companies Act,2013.The term Key Managerial Personnel (KMP) mentioned above includes two members of the Board of Directors. 22. Turnover rate for permanent employees and workers FY 2024* FY 2023** FY 2022** Male Female Total Male Female Total Male Female Total Permanent Employees 14% 17% 14% 11% 15% 12% 15% 22% 16% Permanent Workers*** 7% 8% 7% - - - - - - Note: Turnover rate is calculated as per Full Time Equivalents (FTEs) (includes both Permanent Employees and Permanent Workers) * For FY 2023-24, permanent employee headcount is the average of the headcount as on 1 April 2023 and 31 March 2024 ** FY 2022-23 and FY 2021-22 the permanent employee headcount is the number of employees as on 31 March of the respective financial years. *** Turnover Rate for Permanent Workers was not monitored in FY 2022-23 and FY 2021-22, hence not reported. V. Holding, Subsidiary and Associate Companies (including joint ventures) 23. (a) Names of holding / subsidiary / associate companies / joint ventures* As on 31 March 2024, the Company had 49 subsidiaries, 6 Associates/Joint Venture entities. Please see the table below for further details. S. No Name of the holding / subsidiary / associate companies / joint ventures (A) Indicate whether holding/ Subsidiary/ Associate/ Joint Venture % Of shares held by listed entity Does the entity indicated at column A, participate in the Business Responsibility initiatives of the listed entity? (Yes/No) 1. Vedanta Incorporated (formerly known as Volcan Investments Limited) Ultimate Holding Company 61.95% Yes 2. Thalanga Copper Mines Pty Limited (TCM) Subsidiary 100% Yes 3. Bharat Aluminium Company Limited ("BALCO") Subsidiary 51% Yes 4. Desai Cement Company Private Limited Subsidiary 100% Yes 5. ESL Steels Limited Subsidiary 95% Yes 6. Ferro Alloy Corporation Limited ("FACOR") Subsidiary 100% Yes 7. Hindustan Zinc Alloys Private Limited Subsidiary 100% Yes 8. Hindustan Zinc fertilisers private Limited Subsidiary 100% No 9. Hindustan Zinc Limited ("HZL") Subsidiary 65% Yes 10. MALCO Energy Limited ("MEL") Subsidiary 100% Yes 11. Sesa Mining Corporation Limited Subsidiary 100% Yes 12. Sesa Iron and Steel Limited Subsidiary 100% Yes 13. Sesa Resources Limited ("SRL") Subsidiary 100% Yes 14. Talwandi Sabo Power Limited ("TSPL") Subsidiary 100% Yes 15. Vedanta Zinc Football and Sports Foundation Subsidiary 100% Yes 16. Vedanta Aluminium Metal Limited Subsidiary 100% Yes 17. Vizag General Cargo Berth Private Limited Subsidiary 100% Yes 18. Zinc India Foundation Subsidiary 100% Yes 19. AvanStrate Inc. (''ASI'') Subsidiary 51.63% Yes 20. Cairn India Holdings Limited Subsidiary 100% Yes 21. Western Cluster Limited Subsidiary 100% Yes 22. Bloom Fountain Limited Subsidiary 100% Yes 23. Amica Guesthouse (Proprietary) Limited Subsidiary 100% Yes 24. Namzinc (Proprietary) Limited Subsidiary 100% Yes 25. Skorpion Mining Company (Proprietary) Limited (NZ) Subsidiary 100% Yes 26. Skorpion Zinc (Proprietary) Limited (SZPL) Subsidiary 100% Yes 27. THL Zinc Namibia Holdings (Proprietary) Limited (“VNHL”) Subsidiary 100% Yes 28. THL Zinc Ltd Subsidiary 100% Yes 29. Killoran Lisheen Mining Limited Subsidiary 100% Yes 30. Lisheen Milling Limited Subsidiary 100% Yes 31. Lisheen Mine Partnership Subsidiary 100% Yes 32. Vedanta Lisheen Mining Limited Subsidiary 100% Yes 33. Cairn Energy Hydrocarbons Limited Subsidiary 100% Yes 34. Black Mountain Mining (Proprietary) Limited Subsidiary 74% Yes 35. Cairn Lanka Private Limited** Subsidiary 100% No 36. AvanStrate Korea Inc Subsidiary 100% Yes 322 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 323 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 S. No Name of the holding / subsidiary / associate companies / joint ventures (A) Indicate whether holding/ Subsidiary/ Associate/ Joint Venture % Of shares held by listed entity Does the entity indicated at column A, participate in the Business Responsibility initiatives of the listed entity? (Yes/No) 37. Gaurav Overseas Private Limited Associate/ Joint Venture 50% No 38. Madanpur South Coal Company Limited Associate/ Joint Venture 18% No 39. Goa Maritime Private Limited Associate/ Joint Venture 50% No 40. Rosh Pinah Health Care (Proprietary) Limited Associate/ Joint Venture 69% No 41. Gergarub Exploration and Mining (Pty) Limited Associate/ Joint Venture 51% No 42. Roshskor Township (Pty) Limited Associate/ Joint Venture 50% No 43. Meenakshi Energy Limited Subsidiary 100% Yes 44. Hindmetal Exploration Services Private Limited Subsidiary 100% No 45. Vedanta Base Metals Limited Subsidiary 100% No 46. Vedanta Displays Limited Subsidiary 100% No 47. Vedanta Iron and Steel Limited Subsidiary 100% No 48. Vedanta Semiconductors Private Limited Subsidiary 100% No 49. THL Zinc Ventures Ltd Subsidiary 100% Yes 50. Vedanta Copper International VCI Company Limited Subsidiary 100% No 51. Monte Cello BV (“MCBV”) Subsidiary 100% No 52. THL Zinc Holding BV Subsidiary 100% No 53. Fujairah Gold FZC Subsidiary 100% Yes 54. Vedanta ESOS Trust Subsidiary 100% No 55. Vedanta Lisheen Holdings Limited Subsidiary 100% No 56. AvanStrate Taiwan Inc Subsidiary 100% No * This number includes all entities under Vedanta Limited, notwithstanding the reporting boundary described in Section A-13 ** This entity is in in liquidation process VI. CSR Details 24. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: Yes. (ii) Particulars Standalone Consolidated Turnover (` in crore) 70, 757 1,43,727 Net worth (` in crore) 65,536 42,069 VII. Transparency and Disclosures Compliances 25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct: Stakeholder group from whom complaint is received Grievance Redressal Mechanism in Place (Yes/No) FY 2024 FY 2023 (If yes, then provide web-link for grievance redressal policy) Number of complaints filed during the year Number of complaints pending resolution at close of the year Remarks Number of complaints filed during the year Number of complaints pending resolution at close of the year Remarks Communities Yes Grievance Mechanism: https://www.vedantalimited. com/Media/VSFDocuments/ Technical%20Standard%20 V-one/TS%204_ Grievance%20Mechanisms. pdf https://www.vedantalimited. com/Media/VSFDocuments/ Social%20Performace%20 Standards/Social%20 Performance%20 Standard%20-%20 Grievance%20Mechanism. pdf 246 9 - 24 13 - Investors (other than shareholders) Yes https://www.vedantalimited. com/eng/investor-relations- contact.php 0 0 - - - - Shareholders Yes Contact Us | Queries, Concerns and Inquiries or Feedback - Vedanta (vedantalimited.com) 476 0 - 387* 0 - Employees and workers Yes Code of Business Conduct and Ethics: https://www.vedantalimited. com/CorporateGovernance/ Code%20of%20 Business%20Conduct%20 and%20Ethics.pdf 1,229 60 - 407 60 - Customers Yes https://vedantametalbazaar. moglix.com/#/login 300 21 - 94 - - Value Chain Partners Yes https://www.vedantalimited. com/Media/VSFDocuments/ Technical%20Standard%20 V-one/TS%204_ Grievance%20Mechanisms. pdf 759 46 - Data not consolidated at Group Level Other (please specify) Nil *This number is restated from last year 324 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 325 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 S. No Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk/ opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 1 Climate Change and Decarbonisation Risk and Opportunity Risk: Vedanta’s operations are likely to be affected by rising regulatory changes and investor demands aimed at limiting or reducing GHG emissions. This will lead to higher costs for fossil fuels, penalties for emissions exceeding permitted limits and increased administrative costs for compliance monitoring and reporting. For instance, the Carbon Border Adjustment Mechanism will be applicable to our Aluminium as well as Iron and Steel business. The Company would need to potentially pay additional taxes for imports into countries implementing CBAM. Also, CBAM could increase the Company’s risk exposure due to decreased market access. Opportunity: Vedanta recognises that transition towards a low carbon economy has resulted in increased demand for low/ zero carbon metals. Vedanta can leverage its expertise and resources to tap into these opportunities while at the same time reducing its carbon footprint. Vedanta’s strategies for mitigating these risks include: • Being a Net Zero carbon business by 2050. Our climate targets are aligned with SBTi’s 2-degree scenario. • GHG emissions intensity of our metal businesses by 20% by FY 2024-25 from a FY 2020-21 baseline. • Track long-term tier 1 suppliers’ GHG reduction strategies. • Implement decarbonisation projects to offset emissions from growth pProjects. • Launch/Develop low carbon products. • Vedanta plans to dDevelop a Scope 3 emissions reduction roadmap in FY 2024-25. Negative and Positive 2 Workplace Health and Safety Risk Risk: Neglecting the health and safety of Vedanta’s employees can have significant consequences for the Company. Injuries or illnesses due to unsafe working conditions can result in decreased productivity and efficiency, as affected employees are unable to perform their duties. Additionally, workforce morale can be severely impacted by a lack of focus on health and safety. Failing to prioritise health and safety can also lead to increased litigation costs, as accidents or injuries may result in lawsuits seeking compensation for damages, medical expenses, and loss of income. Repeated safety violations or, in extreme cases, fatalities can trigger stringent consequence management for management teams. Furthermore, regulatory bodies, industry watchdogs, and stakeholders may impose penalties, fines, or legal action against the Company. The Company has taken some of the following measures to ensure a safe and healthy workplace: • Implementation of Critical Risk Management (CRM) Program across Vedanta sites to identify the root causes of accidents and implementing systemic corrections. • Improving safety infrastructure by deploying engineering solutions. • Regular employee and tier 1 supplier training and senior leadership sessions to reinforce the importance of working safely and stopping work in case of any unsafe situation on the ground. • External audit and certifications such as ISO 4500:2018. Negative 26. Overview of the entity’s material responsible business conduct issues Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following format Vedanta reviewed its material topics in FY 2023-24 as part of its annual process. In FY 2022-23, Vedanta Limited undertook a detailed evaluation to identify sustainability/ESG issues that are of material importance to execute its business strategy and growth plan. Furthermore, three of our businesses - namely Vedanta Aluminium, Cairn India and Hindustan Zinc Limited conducted independent assessments of ESG topics impacting their businesses. The overall assessment approach played a crucial role in appraising the risks and opportunities that Vedanta and its businesses may face as well as in refining our ESG strategy. The comprehensive assessment attempted to follow the principles of double materiality, which involved assessing the impact of Vedanta’s operations on stakeholders (impact materiality), as well as, in some cases, evaluating the reciprocal impact of society and the environment on Vedanta (financial materiality). The assessment procedure involved the following steps: 1. Identification of an initial list of material topics: By considering leading standards such as International Council for Metals and Mining (ICMM) and Sustainability Accounting Standards Board (SASB), as well as analysing peer company priorities, a total of 26 material topics were identified. 2. Stakeholder consultations and impact assessment: The topics were prioritised after assessing the intensity of impact on a wide spectrum of stakeholders (both internal and external). This was done by consulting 1,933 stakeholders using multiple engagement channels such as interviews, focus group discussions, surveys, and site visits. 3. Risk and opportunity assessment: An in-depth analysis of identified material topics was conducted to determine the potential impact of these topics on our ability to execute the 'Transforming for Good' strategy with a specific focus on topics that could have significant financial implications. Topics were then assessed against the risk threshold as defined in Vedanta's Enterprise Risk Management matrix. The assessment allowed us to evaluate the level of risk associated with each topic and inform the development of appropriate mitigation strategies. 4. Prioritising material topics: A scoring methodology was employed to evaluate the severity and likelihood of each issue using the inputs from stakeholders as well as risk assessment. Based on this analysis, the material issues were classified as high, medium, and low priority. 5. Preparation of the materiality matrix: Matrix was prepared by deploying two axes to evaluate the material issues, with the X-axis depicting the impact on Vedanta’s business, and the Y-axis depicting impact on stakeholders. The issue with highest significance for both stakeholders and business were identified as Top material topics. This classification allows for focussed attention and tailored strategies to address the identified material issues effectively. 6. Finalisation of the materiality matrix: In the validation phase, the results of the materiality assessment underwent a thorough review by Vedanta's senior management team and was signed off by the ESG ManCom chaired by the Executive Director. This critical step ensured the relevance, accuracy and completeness of the materiality matrix. 326 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 327 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk/ opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 3 Water Management Risk and Opportunity Risk: With many of Vedanta’s operations in both water-stressed areas and areas prone to flooding, change in water availability is a material risk for businesses such as BALCO, Hindustan Zinc Ltd., and Cairn Oil & Gas. Additionally, there could be water-related stakeholder conflicts. The impacts are as follows: a) Decrease in the capacity utilisation of operation resulting in productivity losses. b) Legal conflicts resulting in loss of credibility and reputation of the Company. c) Higher financial burdens and increase in water costs. • Water stewardship initiative to reduce freshwater withdrawal and maximise both reuse and recycle of water. • A zero-discharge philosophy. • Site-specific roadmaps to achieve water positivity. • Technology deployment across our sites for process improvement and recycling of wastewater. • Integrated Watershed Management Initiatives (IWMI) such as rainwater harvesting and groundwater recharging projects for communities to improve freshwater availability. Negative and Positive 4 Community Engagement and development Risk and opportunity Risk: Not involving community members in decision-making processes, can create conflicts with the community leading to delays in project implementations. The conflict may lead to stoppage of work at the site, leading to production and revenue loss. Opportunity: Maintaining a harmonious relationship with the communities in which the Company operates is crucial for obtaining and retaining the social licence to operate. It helps create a positive outlook towards the expansion of the business, and facilitates the growth of the local economy by providing direct and indirect employment opportunities • Social Performance Manager (SPM), at each site to drive the implementation of social performance principles. • A robust grievance mechanism for effective resolution of social incidents. • Regular Community group meetings and village council meetings to understand expectations and manage perceptions. • Community development programs at each site location to build confidence in the communities and ensure inclusive development. Negative and Positive 5 Air Emissions & Management Risk Risk: Air quality management and emissions control pose significant challenges affecting environment and stakeholders, necessitating stringent oversight and consistent monitoring. Failure to comply could incur fines, penalties, and legal repercussions, disrupting regular operations. Hence, stringent air emissions management is imperative due to the significant operational and reputational risks involved. • Real-time monitoring of suspended particulate matter, sulfur oxides (SOx), and nitrogen oxides (NOx) as integral components of our ambient air quality monitoring protocol. • Installation of Control Devices to reduce harmful effects of air emissions arising from processing of metals. • Dust suppression activities at our mining operations. This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the NGRBC Principles and Core Elements. The National Guidelines for Responsible Business Conduct (NGRBC) as prescribed by the Ministry of Corporate Affairs advocates nine principles referred as P1-P9 as given below: P1 Businesses should conduct and govern themselves with integrity in a manner that is ethical, transparent, and accountable P2 Businesses should provide goods and services in a manner that is sustainable and safe P3 Businesses should respect and promote the well-being of all employees, including those in their value chains P4 Businesses should respect the interests of and be responsive towards all its stakeholders P5 Businesses should respect and promote human rights P6 Businesses should respect, protect, and make efforts to restore the environment P7 Businesses when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent P8 Businesses should promote inclusive growth and equitable development P9 Businesses should engage with and provide value to their consumers in a responsible manner P1 P2 P3 P4 P5 P6 P7 P8 P9 Policy and management processes 1. a. Whether your entity’s policy/ policies cover each principle and its core elements of the NGRBCs. (Yes/No) Yes Yes Yes Yes Yes Yes Yes Yes Yes b. Has the policy been approved by the Board? (Yes/No) Yes Yes Yes Yes Yes Yes Yes Yes Yes c. Web Link of the Policies, if available Code of Business Conduct and Ethics Supplier Code of Conduct Code of Practice and Fair Disclosure of unpublished sensitive information: Dividend Distribution Policy: Policy for determining material subsidiaries: Nomination and Remuneration Policy: Policy on Board Diversity: Familiarisation Program for Independent Directors: Policy on Risk Management: Environmental Policy: Supplier Sustainability Management Policy Climate Change Policy: Information Security Policy: Social Performance Policy: Supplier and Business Partner Sustainability Management Policy Climate Change Policy: Social Performance Policy: Human Rights Policy: Anti-harassment Policy: POSH Policy: Diversity and Inclusion Policy: Diversity and Inclusion Policy: Remuneration Policy: Anti Harrassment and Anti- Discrimination: Social Performance Policy: POSH Policy: Supplier Sustainability Management Policy: Grievance Redressal Mechanism: Social Performance Policy: Environmental Policy: Human Rights Policy: Social Performance Policy: Anti Harrassment and Anti- Discrimination: POSH Policy: Environmental Policy: Energy and climate Change Policy: Biodiversity Policy: Tailing Management Policy: Supplier Code of Conduct: Code of Business Conduct and Ethics: Social Performance Policy: Corporate Social ::Responsibility Polic Code of Conduct Information Security Policy SECTION B: MANAGEMENT AND PROCESS DISCLOSURES 328 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 329 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 P1 P2 P3 P4 P5 P6 P7 P8 P9 2. Whether the entity has translated the policy into procedures. (Yes/No) Yes Yes Yes Yes Yes Yes Yes Yes Yes 3. Do the enlisted policies extend to your value chain partners? (Yes/No) Yes Yes Yes Yes Yes Yes Yes Yes Yes 4. Name of the national and international codes/ certifications/labels/ standards (e.g., Forest Stewardship Council, Fairtrade, Rainforest Alliance, Trustea) standards (e.g., SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped to each principle. • ISO 9001:2015, • ISO 31000 (Risk Management System) • ISO 37301 (Compliance Management • ISO 14001:2015, • Aluminium Stewardship Initiative (Jharsuguda), • ISO 9001 (Quality Management System) • SA8000:2014, • ISO 45001:2018, • ISO 22301 (Business Continuity Management System and Disaster Recovery System) • SA8000:2014, • Aluminium Stewardship Initiative (Jharsuguda). • SA8000:2014, • Aluminium Stewardship Initiative (Jharsuguda). • ISO 14001:2015, • ISO 50001:2018, • TCFD, • SBTi, • TNFD • Aluminium Stewardship Initiative (Jharsuguda). • ISO 9001:2015 • SA8000:2014, • Aluminium Stewardship Initiative (Jharsuguda) • ISO 9001:2015, • ISO 27001:2002 5. Specific commitments, goals and targets set by the entity with defined timelines, if any. As part of our ongoing commitment to ‘Transforming for Good’ by transforming the planet, communities and workplace, we have developed an ESG scorecard to track our progress towards our aims and targets. This helps us monitor our performance and take corrective action where necessary: Transforming Communities Aim 1: Keep community welfare as the guiding principle for our business decisions Aim 2: Empower 2.5 million individuals with enhanced skillsets Aim 3: Uplift 100 million women and children via social welfare interventions Transforming Planet Aim 4: Net Zero Carbon by 2050 or sooner Aim 5: Achieving net water positivity by 2030 Aim 6: Enhance our business model by incorporating innovative green practices Transforming the Workplace Aim 7: Prioritise the safety and health of our workforce Aim 8: Promote gender parity, diversity and inclusivity Aim 9: Align with global standards of corporate governance For further details related to sustainability Strategy and ESG pillars, please refer to Page 94, Integrated Annual Report FY 2023-24. 6. Performance of the entity against the specific commitments, goals, and targets along-with reasons in case the same are not met. To track our progress towards their aims and targets, Vedanta has developed an ESG scorecard. This helps monitor the Company’s performance and take corrective actions where necessary. For FY 2023-24’s performance on the set goals, refer to the ESG Scorecard on Page 100, Integrated Annual Report FY 2023‑24. Governance, leadership, and oversight 7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets, and achievements. (listed entity has flexibility regarding the placement of this disclosure) Please refer to the Chairman’s, and Group Executive Director’s (ED) statement on Page 24 and Page 28 respectively of the Integrated Annual Report FY 2023-24. 8. Details of the highest authority responsible for implementation and oversight of the Business Responsibility policy (ies). The Board level ESG Committee is the highest authority responsible for the oversight of the implementation of Business Responsibility policies. The Executive Director (ED) of the Group, as a member of the Board level ESG Committee and as the chairperson of the Group HSES-Executive Committee (where ESG topics are also discussed) is responsible for the implementation and oversight of the Business Responsibility policy(ies). 9. Does the entity have a specified Committee of the Board/ Director responsible for decision making on sustainability related issues? (Yes / No). If yes, provide details Yes, the Board of Vedanta Limited has constituted various Board committees, which are responsible for and have a remit over key sustainability related policies of Vedanta, as below: ESG Committee The Board-level ESG Committee governs and reviews all sustainability and ESG matters of the Company. Together with our Corporate Sustainability and ESG function, it is responsible for implementing, promoting, and monitoring initiatives under our ‘'Transforming for Good’' agenda. As per the Terms of Reference of the ESG Committee, the Board appoints the Members of the Committee and the Chair of the Committee who is a Non‐Executive Director. The Group HSE & Sustainability Head and ESG Director are permanent invitees to the Committee Meetings. The ESG Committee shall have a minimum of three members including one Independent Non‐Executive Director of the Company. Other members of the Committee may be appointed on the recommendation of the Executive Director with the approval of the Board. The composition of the Committee can be accessed at https://www.vedantalimited.com/eng/investor-relations-corporate-governance.php P1 P2 P3 P4 P5 P6 P7 P8 P9 Corporate Social Responsibility Committee The Corporate Social Responsibility Committee of the Board governs and reviews the Corporate Social Responsibility activities of the Company. The CSR Committee recommends the annual business plan for Vedanta's Corporate Social Responsibility initiatives to the Board for its approval. The plan includes resource requirements and allocation across business. The CSR Committee also reviews and updates Board on the performance of the Company against such Annual Business Plan. The composition of the Committee can be accessed at https://www.vedantalimited.com/eng/investor-relations-corporate-governance.php. Audit and Risk Management Committee The Audit & Risk Management Committee of the Board oversees monitoring and providing effective supervision of the financial reporting; reviewing the efficacy of the risk management systems; and maintaining robustness of internal financial controls and risk management frameworks including cyber security. The Committee is responsible fulfilling its oversight responsibilities regarding management of key risks, including strategic, financial, operational, sectoral, sustainability (Environment, Social and Governance) related risks, information and cyber security, and compliance risks. The Committee works to fortify the adequacy and effectiveness of the Company’s legal, regulatory, and ethical compliance and governance programs while monitoring the qualifications, expertise, resources, and independence of both the internal and external auditors; and assessing the auditors’ performance and effectiveness each year. The composition of the Committee can be accessed at https://www.vedantalimited.com/eng/investor-relations-corporate-governance.php. Stakeholders Relationship Committee The Stakeholders’ Relationship Committee (SRC) cohesively supports Board in maintaining strong and long- lasting relations with its stakeholders at large. The SRC majorly ensures and oversees the prompt resolution of the grievances of security holders; the implementation of ways to enhance shareholder experience; assessment of performance of Registrar and Transfer Agent (“RTA"); monitoring of shareholding movements etc. The composition of the Committee can be accessed at https://www.vedantalimited.com/eng/investor- relations-corporate-governance.php 10. Details of Review of NGRBCs by the Company: Subject for Review Indicate whether review was undertaken by Director / Committee of the Board/Any other Committee Frequency (Annually/ Half yearly/ Quarterly/ Any other – please specify) P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9 Performance against above policies and follow up action Committee of the Board The policies of the Company are reviewed annually by director /board committees, wherever applicable. Compliance with statutory requirements of relevance to the principles, and rectification of any non-compliances P1 P2 P3 P4 P5 P6 P7 P8 P9 Yes. The Committees of the Board review compliance with all relevant statutory requirements quarterly, while the Internal Executive Committee (Exco) and functional teams review the compliance status monthly. 11. Has the entity carried out independent assessment/ evaluation of the working of its policies by an external agency? (Yes/No). If yes, provide name of the agency. P1 P2 P3 P4 P5 P6 P7 P8 P9 Yes. Vedanta undertakes an annual audit exercise, known as the Vedanta Sustainability Assurance Process audit, conducted by an external agency Det Norske Veritas (DNV) to evaluate the workings of these policies. This audit is conducted across all business locations to ensure Vedanta Sustainability Framework (VSF) compliance. The Vedanta Sustainability Assurance Programme (VSAP) outcomes are specifically tracked by the Board-level ESG Committee that reports to the Group Executive Committee, which, in turn, reports to the Board. 12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 The entity does not consider the principles material to its business (Yes/No) NA NA NA NA NA NA NA NA NA The entity is not at a stage where it is able to formulate and implement the policies on specified principles (Yes/No) NA NA NA NA NA NA NA NA NA The entity does not have the financial or/ human and technical resources available for the task (Yes/No) NA NA NA NA NA NA NA NA NA It is planned to be done in the next financial year (Yes/No) NA NA NA NA NA NA NA NA NA Any other reason (please specify) NA NA NA NA NA NA NA NA NA 330 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 331 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key processes and decisions. The information sought is categorised as “Essential” and “Leadership”. While the essential indicators are expected to be disclosed by every entity that is mandated to file this report, the leadership indicators may be voluntarily disclosed by entities which aspire to progress to a higher level in their quest to be socially, environmentally, and ethically responsible. 1. Percentage coverage by training and awareness programmes on any of the principles during the financial year: Segment Total number of training and awareness programmes held Topics / principles covered under the training and its impact %age of persons in respective category covered by the awareness programmes Board of Directors* 7 Business Ethics and Code of Conduct covering Insider Trading, Information Security, Sexual Harassment Prohibition at Workplace and other Governance aspects etc. 25% Completed training on Cybersecurity/Data Governance in collaboration with Data Security Council of India (DSCI). 75% Legal and Regulatory Compliance 50% Risk Management Framework 50% Engagement of directors in ESG and sustainability matters through Board-level ESG Committee meetings, in turn, ensuring participation in overall oversight and transformation initiatives. 62.5% Risk Management Framework and Legal and Regulatory Compliance 50% Engagement of directors in ESG and sustainability matters through Board-level ESG Committee meetings, in turn, ensuring participation in overall oversight and transformation initiatives. 62.5% Key Managerial Personnel* 7 Business Ethics and Code of Conduct covering Insider Trading, Information Security, Sexual Harassment Prohibition at Workplace and other Governance aspects etc. 75% Completed in-house training on Sustainability topics. 75% Legal and Regulatory Compliance 75% Risk Management Framework 75% Engagement of KMPs in ESG and sustainability matters through Board- level ESG Committee meetings, in turn, ensuring participation in overall oversight and transformation initiatives. 50% Risk Management Framework and Legal and Regulatory Compliance 75% Engagement of KMPs in ESG and sustainability matters through Board- level ESG Committee meetings, in turn, ensuring participation in overall oversight and transformation initiatives. 75% Essential Indicators PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent, and Accountable. UN SDG mapped: SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE Segment Total number of training and awareness programmes held Topics / principles covered under the training and its impact %age of persons in respective category covered by the awareness programmes Employees other than BoD and KMPs 3,504 The following topics were covered under the training are: 1. Code of conduct 2. Business ethics: Anti-Trust, Anti-Bribery, Insider Trading and Communication 3. Health and Safety: Basics of Electrical safety and Electrical Hazard Identification, Behavioural Based Safety, Industrial and safety laws, Ergonomics 4. Waste management: E- Waste Management (Rules and EPR, Solid waste management and Battery Waste Management 5. Human rights: Labour laws, POSH 6. Social performance and Stakeholder Engagement 7. ISO 45001:2018 Internal Auditor 8. Climate Change: Carbon and Climate Change, Energy Management System 9. Cybersecurity 68% Workers 7,920 The following topics were covered during the training: 1. Code of conduct and Business Ethics 2. Waste Management 3. Occupational health and Safety 65% * Board of Directors and Key Managerial Personnels include only Vedanta Ltd. 2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format: Monetary NGRBC Principle Name of the regulatory/ enforcement agencies/ judicial institutions Amount (In `) Brief of the Case Has an appeal been preferred? (Yes/No) Penalty/ Fine 1 Principle 7 The Deputy Director of Mines (DDM), Baripada Mining Circle, Baripada, Department of Steel & Mines, Government of Odisha 2,79,361 FACOR: There was discrepancy between the stock found at site and the stock mentioned in books, basis which compounding fee was levied by DDM Baripada Circle for an amount of ` 2,79,361. No Penalty/ Fine 2 Principle 1 Director Mines and Geology, Goa 15,00,000 Sesa Goa (SRL): Director Mines & Geology, Goa passed an order earlier wherein Sesa Resources Limited, wholly owned subsidiary of Vedanta Limited, was held liable for Illegal Laterite Mining because we were the owners of the property over which illegal mining was carried out by unknown individuals. DMG imposed a total penalty of ` 1.25 crore on SRL. We preferred a revision application before Mines Secretary. The Mines Secretary passed an order dated 08/09/2023 wherein it was stated that SRL cannot be held liable under Rule 63(3) since the penalty was levied by DMG on presumption of guilt only. We were directed to pay ` 15,00,000 (Fifteen Lakhs). Mines Secretary on merits held us not liable for illegal mining. No* 332 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 333 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Monetary NGRBC Principle Name of the regulatory/ enforcement agencies/ judicial institutions Amount (In `) Brief of the Case Has an appeal been preferred? (Yes/No) Penalty/ Fine 3 Principle 1 CESTAT, Delhi 10,000 BALCO: BALCO has received favourable order from Hon’ble CESTAT, Delhi setting aside service tax demand of ` 9,45,494, applicable interest and penalty of ` 15,69,569 under relevant provisions of Finance Act, 1994. The penalty amounting to ` 10,000 imposed vide Commissioner (A) order due to procedural lapses is reaffirmed by CESTAT, Delhi. The matter in consideration pertains to demand of service tax on account of payment made to foreign service provider which has been set aside by Hon’ble CESTAT, Delhi. No Penalty/ Fine 4 Principle 1 BSE Limited and National Stock Exchange of India Limited 23,600 Vedanta Limited: Deviation under Regulation 29 of SEBI Listing Regulations pertaining to delay in furnishing prior intimation of the meeting of Board of Directors for the quarter ended 30 September 2023. No Penalty/ Fine 5 Principle 1 BSE Limited and National Stock Exchange of India Limited 19,87,200 Hindustan Zinc Limited: Non-compliance related to minimum numbers of Independent Directors on Board No Penalty/ Fine 6 Principle 1 Office of The Assistant Commissioner, Uttar Pradesh 21,72,808 Cairn Oil & Gas: The Company in respect of an Oil & Gas block where it is an operator has received an Order from Office of The Assistant Commissioner, Sector 1 Basti, Uttar Pradesh (‘Tax Authority’), confirming demand of GST Penalty related to Detenton of Goods and Conveyance with respect to tendered tax invoice unsigned and mismatch between tax invoice date and E-way bill date. The said demand pertains to FY 2023-24 and has been issued pursuant to stock transfer. Demand issued: GST Penalty of ` 21,72,808 (The Company’s share of demand, based on participating interest of 70%, is ` 15,20,966). No** Penalty/ Fine 7 Principle 1 Office of State tax officer, Rudrapur, Uttarakhand 8,82,588 Hindustan Zinc Limited: The Company has received an Order from State Tax officer, Rudrapur, Uttarakhand, confirming the below demand on account of procedural issues. The demand pertains to the period 2023-24: Demand issued: Penalty of ` 8,82,588/- No Note: In accordance with the prescribed format of this report, the details of remittances for only those fines and penalties have been reported above which have been disclosed to the stock exchanges under Regulation 30 of SEBI Listing Regulations and made available on the Company website also. * No appeal was filed as the original demand was ` 1.25 crore and based on our intervention, the Mines Secretary closed the matter. ** The Company shall file appeal before the Appellate Authority within the time-limit prescribed under the GST Law. 3. Of the instances disclosed in Question 2 above, details of the Appeal/Revision preferred in cases where monetary or non-monetary action has been appealed. Not Applicable 4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy. Yes, Vedanta is committed to conducting business with responsibility and integrity. We have developed and implemented a robust policy on business conduct i.e., the Code of Business Conduct and Ethics (COBCE). The code covers aspects related to anti-bribery, anti-corruption, confidentiality, conflict of interest, anti-trust, insider trading, and whistle-blower policy. Link: https:/www.vedantalimited.com/uploads/corporate-governance/policies_practices/Supplier-Code-of-Conduct.pdf In addition, Vedanta’s strict anti-bribery and anti-corruption policy (ABAC policy) is part of the Code of Business Conduct and Ethics (Page 21). The company does not tolerate any kind of bribery or corruption and has internal controls in place to prevent it from happening. The Company has a zero-tolerance for acts of bribery and corruption. The ABAC policy follows all applicable anti-corruption laws that Vedanta is subject to which includes Prevention of Corruption Act, 1988 (India), UK Bribery Act, 2010 and U.S. Foreign Corrupt Practices Act, 1977. The implementation of COBCE is supported by the following additional policies and guidance notes: • The Insider Trading Prohibition Policy: https://www.vedantalimited.com/uploads/corporate-governance/policies_ practices/Insider-Trading-Prohibition-Code-Nov-4,23.pdf • Anti-trust Guidance notes: https://www.vedantalimited.com/CorporateGovernance/antitrust_guidance_notes-vedanta.pdf • The Supplier Code of Conduct: https://www.vedantalimited.com/uploads/corporate-governance/policies_practices/ Supplier-Code-of-Conduct-May-2022.pdf • The Whistle Blower Policy (Annexure 3 of Code of Business Conduct & Ethics) The COBCE has a vigilance mechanism for reporting complaints from both internal and external stakeholders, along with a specified process for receiving and resolving these complaints; further details are available on page 22 of the COBCE. As an integral aspect of Vedanta’s comprehensive approach, regular training sessions are conducted for 100% of our employees on combating corruption and bribery, as part of the Code of Conduct training. Additionally, members of the Board of Directors are obligated to affirm their compliance with the Code of Conduct as part of their agreement with the Company. 5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the charges of bribery/ corruption: FY 2024 Current Financial Year FY 2023 Previous Financial Year Directors 0 0 KMPs 0 0 Employees 0 0 Workers 0 0 6. Details of complaints with regard to conflict of interest: FY 2024 (Current Financial Year) FY 2023 (Previous Financial Year) Number Remarks Number Remarks Number of complaints received in relation to issues of Conflict of Interest of the Directors 0 No complaints received 0 No complaints received Number of complaints received in relation to issues of Conflict of Interest of the KMPs 0 No complaints received 0 No complaints received 7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest. Not applicable. 8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following format: FY 2024 (Current Financial Year) FY 2023 (Previous Financial Year) Number of days of accounts payables 37 35 334 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 335 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively. Current Financial Year Previous Financial Year Details of improvements in environmental and social impact R&D 95.06% of total Vedanta’s R&D investment was spent on improving environmental performance: a) HZL: ` 11,83,27,000 b) Cairn Oil & Gas: ` 31,78,000 c) Vedanta Aluminium- Jharsuguda: ` 61,51,495 Vedanta’s R&D investment on improving environmental performance was spent at: a) HZL: ` 11,84,25,000 b) Value-Added Business (VAB): ` 13,05,000 c) Vedanta Aluminum: ` 67,00,000 • HZL: The company’s Research and Development (R&D) focusses on advancing its circular manufacturing objectives, notably through the creation of innovative flotation reagents that enhance mineral recovery and minimise impurities. Additionally, their commitment to environmental stewardship is demonstrated by numerous waste recycling initiatives aimed at diminishing their ecological footprint and reclaiming valuable resources from waste. Furthermore, R&D has been instrumental in refining the processes within Wealz kiln operations, thereby optimising metal recovery from secondary materials. HZL received patents for advancements in both pyrometallurgy and hydrometallurgy, aiming to elevate zinc and lead yields through proprietary in-house developments. To bolster research capabilities, HZL’s facilities are equipped with advanced instruments, including X-Ray Fluorescence (XRF), X-Ray Diffraction (XRD), and a suite of other specialised equipment. • Cairn Oil & Gas: The company undertook a project to eliminate the requirement for Post Weld Heat Treatment (PWHT) for weld joints exposed to 25,000 ppm alkaline solutions. This work was undertaken in collaboration with IIT-Kharagpur. • Vedanta Aluminium-Jharsuguda: The company has conducted R&D to improve smelter efficiencies, recovery rates, and align the business with requirements of the Aluminium Stewardship Initiative. CAPEX** 3.64% of the total CAPEX spent for improving environmental performance and 0.18% the total CAPEX spent for improving social performance: a) Cairn Oil & Gas: ` 74,17,71,028 b) HZL: ` 4,63,73,00,000 c) Vedanta Aluminium – Jharsuguda(Social Performance): ` 2,10,43,05,267 d) Iron Ore business (IOB): ` 7,67,12,703 e) Vedanta Aluminium- Lanjigarh(Social Performance): ` 16,25,12,308 Vedanta’s CAPEX spent on improving environmental performance was spent at: a) HZL: ~` 6,55,00,00,000 • Cairn Oil & Gas: Construction of pipeline to transport hydrocarbons from Raag Oil-1 to RDG (replacing heavy vehicles), and installation of steam motors led to energy savings. • HZL: Some of the key projects covering under Capex investment are o Establishment of zero liquid discharge plants at Zawar mine and Rampura Agucha mine o Setting up dry tailing storage facility at Rajpura Dariba Complex o Development of [PS1] seismic monitoring system at mines o Fire detection system for UG and surface conveyors at units etc. • Vedanta Aluminium - Jharsuguda: In order to enhance its social license to operate and on request from members of the local community, the company undertook activities such as the construction of a temple, and the donation of an ultrasound machine to the local healthcare facility. • VAB: To reduce graphite emissions, the company installed a new baghouse at Blast Furnace 1 (BF1) • Vedanta Aluminium – Lanjigarh: Wind defenders were installed at the Bauxite Residue Disposal Area to suppress the spread of red mud due to wind erosion. Essential Indicators PRINCIPLE 2 Businesses should provide goods and services in a manner that is sustainable and safe UN SDG mapped: 9. Open-ness of business- Provide details of concentration of purchases and sales with trading houses, dealers, and related parties along-with loans and advances & investments, with related parties, in the following format: Parameter Metrics FY 2024 (Current Financial Year) FY 2023 (Previous Financial Year) Concentration of Purchases* a. Purchases from trading houses as % of total purchases 5.64% Data not collected b. Number of trading houses where purchases are made from** 226 Data not collected c. Purchases from top 10 trading houses as % of total purchases from trading houses 3.84% Data not collected Concentration of Sales a. Sales to dealers/distributors as % of total sales 39.34% Data not collected b. Number of dealers/distributors to whom sales are made** 576 Data not collected c. Sales to top 10 dealers/ distributors as % of total sales to dealers/ distributors 15.90% Data not collected Share of RPTs in a. Purchases (Purchases with related parties / Total Purchases) 1.20% Data not collected b. Sales (Sales with related parties / Total Sales) 1.26% Data not collected c. Loans & advances (Loans & advances given to related parties / Total loans & advances) 99.91% Data not collected d. Investments (Investments in related parties / Total Investments made)# 6.71% Data not collected * Purchases do not include provisions. ** Number may include duplicate trading houses, dealers, and distributors as the consolidation represents activity from all of our businesses # For loans and advances and Investments, closing balances disclosed in the audited consolidated financial statements for the year ended 31 March 2024 have been considered. Leadership Indicators 1. Awareness programmes conducted for value chain partners on any of the principles during the financial year: Total number of awareness programmes held Topics/principles covered under the training %age of value chain partners covered (by value of business done with such partners) under the awareness programmes 715* Basics of BRSR, Code of Conduct, Safety, Green Procurement guidelines, Modern Slavery Act, Environment, Social, Health, Safety, and Governance, Climate Change, and Human Rights 16.58% *Only Tier 1 suppliers are included. 2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/ No) If Yes, provide details of the same. Yes, the company has in place a well-defined process with respect to the disclosure of interest and associated matters in accordance with the guidelines prescribed by the Companies Act, 2013 and SEBI Listing Regulations. Each Director/ KMP/SMP promptly reports any actual or potential conflicts to the Board, which are noted and deliberated upon during subsequent Board meetings. The Board evaluates and approves actions regarding potential or actual conflicts as deemed appropriate. Directors facing conflicts abstain from participating in discussions or voting on pertinent governance issues. Furthermore, the Company's Code of Business Conduct and Ethics provides comprehensive directives to address instances of conflict of interests. An annual affirmation from the Board of Directors for complying with the provisions also forms a part of the Integrated Annual Report. 336 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 337 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No) Yes, Vedanta’s Supplier Sustainability Management Policy’ and ‘Suppliers’ Code of Conduct’ (SCOC) align with its sustainable sourcing commitment. The Supplier Code of Conduct (SCOC) serves as the guiding principle for all of Vedanta’s engagements with suppliers and is a mandatory adherence for all suppliers and vendors. The SCOC is comprehensive; it addresses various areas, including anti-corruption, human rights, health, safety, environment, climate change, and sustainability. To uphold human rights laws and practices and ensure relevant legislations are being complied throughout Vedanta’s supply chain, the Supplier and Contractor Sustainability Management Policy has been established. Critical suppliers need to declare their commitment to compliance with the Modern Slavery Act. This approach further helps to prioritise Vedanta’s risk management measures for its suppliers. We also engage a third-party to conduct a risk assessment of their suppliers on various aspects, including regulatory compliance and compliance with the Modern Slavery Act (MSA). Training is provided for the Company’s buyers and/or internal stakeholders on their roles in the supplier ESG programme. b. If yes, what percentage of inputs were sourced sustainably? In FY 2023-24, 81% of the inputs were sourced sustainably from tier 1 suppliers. 3. Describe the processes in place to safely reclaim your products for reusing, recycling, and disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste. Our Waste to Wealth philosophy pivots around our focus on minimising waste to landfill and integrating greater circularity into our production processes. Aligned with our ESG vision, we are working towards becoming a Zero Waste organisation, and several initiatives are underway to completely utilise mineral and non-mineral waste. As a part of Vedanta Sustainability Governance, we have developed ‘Technical Standard– Resource Use and Waste Management’, supporting our Environmental Policy, and applicable to entire operation lifecycle of all businesses. The standard has been developed in line with the Basel Convention, International Council on Mining and Metals (ICMM) and IFC Performance Standards with an objective to follow principles of waste hierarchy i.e., avoid, reduce, reuse, recycle, treat, and dispose across all operations. Vedanta is committed to design and operate in an efficient manner to minimise resource consumption and to identify and implement all feasible opportunities to reduce waste generation. a) Plastics (including packaging): Vedanta’s product portfolio includes metals and minerals, which are supplied to the customers without any packaging material. All the plastic waste acquired through suppliers is disposed through certified third parties. HZL, BALCO and, TSPL follow a strict ban on ‘No Single-Use Plastic.’ TSPL and Cairn have received Single-Use-Plastic-Free certification from the Confederation of Indian Industry (CII). As a part of the certification process, CII does verification, under the provisions of the Plastics-use Protocol: Verification and Certification (1.0). b) E-waste: Not Material to Vedanta’s operation. All the e-waste is disposed through certified third-party agencies as per E-waste management and handling rules. c) Hazardous waste: The Company has identified several hazardous wastes as per the Basel convention and the Hazardous and other Wastes (Management and Transboundary Movement) Rules, 2016, generated at different stages of operations. These include: used/spent oil, waste refractories, spent pot lining, residual sludge from smelters, etc. The hazardous wastes undergo several end-of-life treatment processes, such as internal reprocessing, co-processing at cement plants, processing by registered recyclers, and handling at registered Treatment, Storage, Disposal Facilities (TSDF). d) Other waste: Non-hazardous wastes include fly-ash (from captive and merchant power plants), red mud (aluminium refinery waste), jarofix (from zinc smelting), slag, lime grit (process residues from smelters and aluminium refineries) and phosphor gypsum (phosphoric acid plant). These non-hazardous wastes are termed High-Volume-Low-Toxicity (HVLT) wastes. HVLT wastes are stored in tailings dams/ash-dykes or other secure landfill structures before being sent to other industries as raw materials – thereby recycling the waste stream. Other non-hazardous wastes are sent for recycling, disposed, or incinerated. For example: • The use of Jarosite, a common ore processing waste, is being extended to multiple applications with the help of in-house technologies. In FY 2023-24, close to 35% of the jarosite generated was used for various purposes like constructing roads and creating enhanced use in cement industries. • We have initiated an R&D project to explore the utilisation of red mud, a waste material produced during the processing of bauxite into alumina. This project aims to find innovative ways to repurpose and make productive use of red mud, further consolidating our circularity initiatives. In FY 2023-24 we were able to utilise 4.5% of red mud we produced. • Composter used for biodegradable waste and converted manure is used for horticulture purpose. Further, the standard defines procedures for on-site waste handling and storage, waste treatment and disposal, waste transfer and off-site treatment and disposal. Specific clauses have been described for safe handling of hazardous wastes such as display of MSDS and warning signs, authorised access only and providing emergency contact information and wash facility. 4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes/No). If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same. EPR applies to certain Business Units within our organisation, such as HZL, BALCO, Cairn, VAL-Jharsuguda, MEL Nickel, and ESL Steel Limited. Each of these Business Units have a waste collection plan in place that aligns with EPR guidelines. For example, BALCO implemented a ban on single-use plastic within its plant premises and collaborates with a third-party recycler to collect plastic waste generated within the township. This recycler then channels the plastics to the cement industry, certifying BALCO as a 100% plastic recycling company. At HZL, EPR only applies to plastic received as packaging material for imported goods. These materials are unwrapped in stores and subsequently sent for further recycling, with a waste collection plan that complies with the Extended Producer Responsibility plan submitted to the Pollution Control Board. Leadership Indicators 1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for its services (for service industry)? If yes, provide details in the following format? Yes, Vedanta has conducted LCA for Zinc, Lead, Silver, as well as aluminium products such as primary foundry alloys, flip coil, wire rods, pig iron, ingots and billets. NIC Code Name of Product/ Service %of total Turnover contributed Boundary for which the Life Cycle Perspective/ Assessment was conducted Whether conducted by independent external agency Results communicated in public domain (Yes/No) If yes, provide the web-link. 27204 Zinc 13% Cradle-to-grave Yes Yes https://api.environdec.com/api/v1/EPDLibrary/ Files/2e5fdc61-b98c-42b9-90d0-08db0d9b78e5/ Data 27205 Silver 4% Cradle to Grave Yes Yes hzlindia.com/wp-content/uploads/HZL_SDR- 2017-18-new.pdf (page 81-82). 27209 Lead 3% Cradle to Grave Yes Yes hzlindia.com/wp-content/uploads/HZL_SDR- 2017-18-new.pdf (page 81-82). 24202 Aluminum Ingots 5% Cradle to Gate Yes No 24202 Aluminum Rods 3% Cradle to Gate Yes No 24202 Aluminum Rod Products 1% Cradle to Gate Yes No 27130 Pig Iron 1% Cradle to gate Yes No 338 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 339 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the same along-with action taken to mitigate the same. Name of Product/ Service Description of the risk/concern Action Taken Zinc No risk Although there is no risk identified as arising from production or disposal of our product in the Life Cycle Assessments (LCA). Following are the recommendations from the above study for which HZL has worked on: • Identifying all potential areas for improvement and direct efforts to reduce the impact, or otherwise minimise as far as possible, getting the consequent environmental improvement and compare with the benchmark and best available technologies • Optimisation and improvement of the production processes, end-of-life scenarios, etc. • Stimulating the generation of information on the life cycle performance of materials to support both reductions in the footprint of the upstream activities to harvest the materials, as well as more sustainable applications of materials in products • Objectively analysing different future scenarios and possible alternatives and their implications and impact on the life cycle • Third party standards and rating schemes that are trying to improve the environmental footprint of product and building systems Silver No risk Lead No risk Primary Foundry Alloys No risk N.A. Flip Coil No risk N.A. Wire Rods No risk N.A. Pig Iron No risk N.A. Ingots No risk N.A. Billets No risk N.A. 3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or providing services (for service industry). Indicate input material Recycled or re-used input material to total material FY 2024 Current Financial Year FY 2023 Previous Financial Year NIL NIL NIL 4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely disposed, as per the following format: FY 2024 Current Financial Year FY 2023 Previous Financial Year Re-used (MT) Recycled (MT) Safely disposed (MT) Re-used* (MT) Recycled (MT) Safely disposed (MT) Plastics (including packaging) NA NA E-waste Hazardous waste Other waste*** 5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category. Indicate product category Reclaimed products and their packaging materials as % of total products sold in respective category - 1. Essential Indicators a. Details of measures for the well-being of employees Category % of employees covered by Total (A) Health insurance Accident insurance Maternity benefits Paternity benefits Day Care facilities Number (B) % (B/A) Number (C) % (C/A) Number (D) % (D/A) Number (E) % (E/A) Number (F) % (F/A) Permanent employees Male 10,170 10,170 100% 10,170 100% NA NA 10,170 100% 8,697 86% Female 2,596 2,596 100% 2,596 100% 2,596 100% NA NA 2,423 93% Total 12,766 12,766 100% 12,766 100% 2,596 100%* 10,170 100%** 11,120 87% Other than Permanent employees Male 198 98 49% 109 55% NA NA 109 55% 7 4% Female 81 7 9% 11 14% 11 14% NA NA 1 1% Total 279 105 38% 120 43% 11 4% 109 39% 8 3% * Employees covered under maternity benefits is disclosed as % of only female Employees and not total Employees. ** Employees covered under paternity benefits is disclosed as % of only male Employees and not total Employees. b. Details of measures for the well-being of workers: Category % of workers covered by Total (A) Health insurance Accident insurance Maternity benefits Paternity benefits Day Care facilities Number (B) % (B/A) Number (C) % (C/A) Number (D) % (D/A) Number (E) % (E/A) Number (F) % (F/A) Permanent workers Male 4,555 4,555 100% 4,555 100% NA NA 4,407 97% 3,917 86% Female 205 205 100% 205 100% 201 98% NA NA 74 36% Total 4,760 4,760 100% 4,760 100% 201 4% 4,407 93% 3,991 84% Other than Permanent workers Male 76,828 37,780 49% 48,234 63% NA NA 27,833 36% 40,391 53% Female 2,382 652 27.37% 912 38% 837 35% NA NA 922 39% Total 79,210 38,432 49% 49,146 62% 837 1.1% 27,833 35% 41,313 52% c. Spending on measures towards well-being of employees and workers (including permanent and other than permanent) in the following format: FY 2024 Current Financial Year FY 2023 Previous Financial Year Cost incurred on well-being measures as a % of total revenue of the company* 0.07% Data not collected *Cost incurred for other than permanent workers have not been considered due to non-availability of information. PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those in their value chains. UN SDG mapped: 340 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 341 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 2. Details of retirement benefits, for Current FY and Previous Financial Year. Benefits FY 2024 FY 2023 No. of employees covered as a % of total employees No. of workers covered as a % of total workers Deducted and deposited with the authority (Y/N/N.A.) No. of employees covered as a % of total employees No. of workers covered as a % of total workers Deducted and deposited with the authority (Y/N/N.A.) PF 96% 100% Y 99% 100% Y Gratuity 100% 100% Y 100% 100% Y ESI* 100% 100% Y 100% 100% ** Y Others – please specify - - - - - - * ESI percentage is calculated based on the number of employees who are eligible for the benefit ** These numbers were incorrectly reported at 99% in FY 2022-23 BRSR report 3. Accessibility of workplaces Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard. As per Vedanta's human rights policy and diversity inclusion policy, we prioritise safeguarding the rights of individuals with disabilities (PwDs). We provide dedicated support and accommodations for our specially-abled employees to excel in most of our workplaces. Our commitment extends to empowering employees with disabilities, fostering an inclusive work environment, and maximising their potential. We achieve this by creating a work environment that fosters inclusion and maximises their potential. This includes: • Individualised Support: We provide workplace modifications, assistive technologies, and tailored training programs to ensure everyone feels comfortable and can perform at their best. • Accessible Infrastructure: Most of our corporate offices and plants have infrastructures for aligned with Disabilities Act, 2016. – Hindustan Zinc Limited provides ramps, elevators with braille inscribed, touch less entry systems for disabled persons, text to speech conversion software's, wheelchair accessibility. – BALCO and Vedanta Aluminium have special entry and exit points. – Vedanta Aluminium, Vedanta Zinc International, Talawandi Sabo Power Plant are designed to provide wheelchairs, ramps, accessible restrooms, special gates, and bathrooms. – Most of our businesses have designed ramps and wheelchairs in their offices to supports persons with disabilities. • Inclusive Culture: We actively promote disability awareness and sensitivity among our staff. This fosters a respectful and supportive work environment where everyone feels valued. Hindustan Zinc provides training for its employees on Indian sign language. Moving forward, the Company is developing a roadmap aligned with the guidelines and Space Standards for Barrier-Free environments for individuals with disabilities. This initiative aims to establish uniform inclusive infrastructure across all our sites and offices, guaranteeing equal accessibility for all. Through such efforts, we are actively integrating the hiring of specially-abled employees into our business. 4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy. At Vedanta, prioritising the fundamental rights of our employees is central to our business ethos. We understand the significance of cultivating a workplace that embraces diverse cultures, communities, and perspectives, valuing the contributions of every individual. We strive to uphold all labour rights and are aligned with national and international regulations, including Rights of Persons with Disabilities Act 2016. Vedanta’s Code of Business Conduct and Ethics (COBCE) and Diversity and Inclusion Policy prohibit any discrimination on the grounds of disability, gender and identity. Any recruitment, career development opportunity, training, etc. would be solely based on performance and merit. COBE covers Vedanta’s commitment to provide equal opportunity to all. It is formulated with the objectives to safeguard: a) Enforce zero tolerance for discrimination: All employees are expected to respect one another, with any form of discrimination against differently abled individuals strictly prohibited. b) Ensure equal opportunities: We guarantee that differently abled individuals have equitable access to recruitment, career advancement, performance evaluations, training opportunities, and more. c) Prioritise accessibility: Across most of Vedanta's Business Units, we ensure that premises and facilities are accessible to persons with disabilities. This involves making reasonable accommodations and modifications to physical infrastructure to ensure inclusivity. The COBCE can be found here: https://www.vedantalimited.com/uploads/corporate-governance/policies_practices/Code- of-Business-Conduct-and-Ethics-Eng.pdf 5. Return to work and Retention rates of permanent employees and workers that took parental leave. Permanent employees Permanent workers* Gender Return to work rate Retention rate Return to work rate Retention rate Male 100% 89% 100% 93% Female 97% 91% 100% 88% Total 99.5% 89.25% 100% 92.26% 6. Is there a mechanism available to receive and redress grievances for the following categories of employees and workers? If yes, give details of the mechanism in brief. Yes/No (If yes, then give details of the mechanism in brief) Permanent Workers Yes. At Vedanta, we believe in open communication. We encourage employees to voice their concerns directly to their manager, HR, or even senior leadership. This transparency fosters a trusting and supportive work environment. All employees including workers and contractual staff, can voice their concerns anonymously by reporting to sgl.whistleblower@vedanta.co.in. Vedanta’s Technical Standard-Grievance Mechanisms outlines reporting mechanism for grievance for both internal and external stakeholders. All grievances received are registered, documented, and tracked within a secure database or an equivalent programme with controlled access. Each grievance is investigated, and a fair chance of representation is given to other individuals named in the case, if any. Furthermore, Vedanta has streamlined its grievance registration process through the following initiatives: • Unified HRMS System: The Darwin Box HRMS system incorporates a centralised employee helpdesk accessible to all employees. This portal serves as a one-stop shop for addressing employee queries and concerns. • Dedicated HR SPoCs: For personalised assistance, Vedanta has designated HR Single Points of Contact (SPoCs) to address employee grievances effectively. HR of the respective businesses share grievances with the authorised person. The grievances are expected to be resolved within 20 days of being reported. If a grievance is not resolved within the stipulated time, the issue is escalated to the grievance committee, which then takes the action to close the grievance. • Grievance/suggestion Boxes: Sites have suggestion boxes installed, where employees, and business partners can report a grievance or offer solutions to improve processes. • Grievances can also be raised informally during meetings, engagement sessions. Other than Permanent Workers Permanent Employees Other than Permanent Employees 342 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 343 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 7. Membership of employees and worker in association (recognised by the listed entity: Category FY 2024 FY 2023 Total employees / workers in respective category (A) No. of employees / Workers in respective category, who are part of association (s) or Union (B) % (B/A) Total employees/ workers in respect© category (C) No. of employees/ workers in respective category, who are part of association(s) or Union (D) % (D/C) Total Permanent Employees 12,766 19 0.15% 10,869 812 7% Male 10,170 13 0.13% 8,926 710 8% Female 2,596 6 0.2% 1,943 102 5% Total Permanent Workers 4,760 3,903 82% 3,758 3,704 99% Male 4,555 3,740 82% 3,677 3,625 99% Female 205 163 80% 81 79 98% 8. Details of training given to employees and workers: The numbers below refer to training provided to all categories of our workforce. Specifically, training to workers include both permanent and other than permanent workers. Category FY 2024 FY 2023 Total (A) On Health and Safety measures On Skill upgradation Total (D) On Health and Safety measures On Skill upgradation No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D) Employees Male 10,368 3,89,747 3,759% 28,392 274% 9,744 8,563 88% 9,271 95% Female 2677 5,439 203% 6,709 251% 2,145 1,684 79% 1,940 90% Total 13,045 3,95,186 3,029% 35,101 269% 11,889 10,247 86% 11,211 94% Workers Male 81,383 9,30,679 1,114% 54,339 67% 29,517 23,941 81% 8,646 29% Female 2,587 6,963 269% 933 36% 453 391 86% 156 34% Total 83,970 9,37,732 1,117% 55,272 66% 29,970 24,332 81% 8,802 29% * The number of people trained during the year is higher than the headcount at the closing of the year. This is because training numbers include those who may have undergone multiple training courses during the year, and those employees and workers who may have left during the year and are no longer part of the organisation. 9. Details of performance and career development reviews of employees and worker: Category FY 2024 FY 2023 Total (A) No. (B) % (B/A) Total (C) No. (D) % (D/C) Employees* Male 10,368 10,368 100% 9,714 9,205 95% Female 2,677 2,677 100% 2,122 1,973 93% Total 13,045 13,045 100% 11,836 11,178 94% Workers Male 4,555 737 16% 4,598 2,885 63% Female 205 4 2% 111 94 85% Total 4,760 741 16% 4,709 2,979 63% * Data under the employees category is for employees eligible for performance and career development reviews for the year. 10. Health and safety management system: a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage of such a system? Yes, Vedanta’s health and safety policy is aligned with International Council for Metals and Mining (ICMM) guidelines, International Finance Corporations (IFC) recommendations and applicable international standards. It is committed to achieving excellence in Health and Safety Management. Our goal is to eliminate unsafe work conditions. This applies across all our operations, encompassing subsidiaries, joint ventures, associates, and acquisitions. All our operations are certified with ISO 45001:2018. A robust government structure has been implemented and monitored via Vedanta Safety Performance Standard. b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity? In line with the requirements of ISO 45001:2018, the Technical Standard-Safety Management (https://www.vedantalimited. com/uploads/esg/esg-sustainability-framework/Safety-Management.pdf) sets out the requirement of following established methodologies such as Hazard Identification study (HAZID), Hazard and Operability study (HAZOP), or a quantitative risk assessment (QRA) along with Job Safety Analysis (JSA) to identify facility-specific occupational risks and hazards. Further, management plans are developed, and a structured approach is adopted to eliminate and control the identified hazards, such as safety interaction, VFL(Visible Felt Leadership) visits, contractors safety field audit(CSFA), further based on the data received from Enablon(Vunified Digital Platform for HSES process), sites are assessed and action plans are ensured. Further, Vedanta has initiated a Critical Risk Management (CRM) program, a risk-based approach based on International Council for Metals and Mining’s (ICMM) 9-step methodology to identify and evaluate critical risks and to measure the effectiveness of control activities. Under CRM, we have identified 13 critical risks namely Vehicle Pedestrian Interaction, Fall of person and objects from Height, Uncontrolled Release of Energy, Uncontrolled Load During Lifting, Event in Confined Space, Contact with Electricity, Entanglement in Moving and Rotating Equipment, Events in Rail operations, Slope Failure- Surface, Fall of Ground: Under Ground, Incidents during Blasting, Incidents in Shaft & hoisting and Loss of containment of Molten Material across our operations based on past incidents and fatalities records. We are in a continuous process of rolling out improvised control designs for the risks identified to minimise or eliminate each risk across the Group and create a zero-harm workplace for all. c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks. (Y/N) Yes, Vedanta’s digital platform called "V-Unified”, serves as a central system for reporting any work-related hazards by employees, workers, visitors, etc. This system allows for effective tracking and closure of every hazard reported in the system. Each site is assigned a healthiness score, which is meticulously tracked to enhance safety controls and infrastructure continuously. Following additional measures have been taken to ensure minimum safety incidents: • All our employees are required to conduct safety interactions, scheduled hazard tours, critical risk verifications enabling employees to identify and report potential hazards. These processes are governed by our standards like MS11, GN42, GN43, which are part of the Vedanta Sustainability Framework (VSF). • Vedanta businesses have deployed tech-based camera surveillance systems such as AI cameras (T-Pulse system), at most of its sites/plant locations. These systems assist in monitoring and reporting of unsafe acts/conditions in real time. – Employees have the right to refusal of work if they feel unsafe to work. Safety teams conducts regular trainings onsite to promote the mindset and practice of exercising the right. • Each site is assigned a healthiness score, meticulously tracked to enhance safety controls and infrastructure continuously. Across all our operations, we adhere to a 'Safety Pause' protocol, ensuring that work halts immediately if deemed unsafe, mitigating any potential incidents or accidents proactively. 344 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 345 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No) Yes, most of our employees and workers are covered under the company’s medical and healthcare insurance. Additionally, the Company offers life insurance and accident coverage policies to provide financial protection and support in unforeseen circumstances. Vedanta prioritises employee well-being and believes that a healthy physical, mental, and emotional state enhances performance and productivity. We have implemented various employee support programs and well-being initiatives, which include: • Access to well-equipped hospitals across all the Business Units. • Annual health check-ups and awareness sessions for all employees are conducted. These sessions cover both physical and mental well-being. • Advanced Life Supporting Ambulance system with highly trained professionals who take care of complete medical emergencies. One of our Business Units, ESL has partnered with M/s Apollo for managing OHC and Air Ambulance services, have initiated medical consultation facility for employees and their families at Bokaro City and developed 500+ trained first aiders. • Training programs across locations to help employees manage stress and maintain a healthy work-life balance. • Access to sports and fitness centers across our sites. 11. Details of safety related incidents, in the following format: Safety Incident/Number Category FY 2024 FY 2023 Lost Time Injury Frequency Rate (LTIFR) (per one million-person hours worked) Employees 0.52 0.44 Workers 0.63 0.54 Total recordable work-related injuries (Nos.) Employees 32 30 Workers 336 271 No. of fatalities Employees 0 1 Workers 3 12 High consequence work-related injury or ill-health (excluding fatalities)* Employees 2 NA Workers 2 NA * The number includes only ‘amputation-related injuries’ as high consequence work related injury/ill health (excluding fatality). 12. Describe the measures taken by the entity to ensure a safe and healthy workplace. Vedanta prioritises safety through a comprehensive health and safety framework. This framework governs all organisational activities and is implemented through established technical, management, and safety standards. Recognising the inherent risks associated with our operations, we are steadfastly committed to achieving a zero- harm work environment. Safety and occupational health remain core values, guiding our continuous efforts towards improvement. Leveraging insights gleaned from past incidents, we have proactively identified key challenges and developed a multi- pronged action plan. This plan outlines several initiatives aimed at enhancing safety, some of which include: • Critical Risk Management (CRM): Leveraging past incident data, Vedanta has proactively identified 13 critical risks. To mitigate these, a comprehensive Critical Risk Management Program has been established. This program details specific control measures for each identified risk and has been implemented across all Vedanta operations. The program empowers our line functions to continually monitor the effectiveness of these critical controls, ensuring a consistently safe work environment. In FY2024 alone, the program facilitated the completion of approximately 46,000 verification activities and the generation of 2,500 action plans, demonstrating our unwavering commitment to continuous improvement in safety.. • Improving safety infrastructure: Complementing our Critical Risk Management Program, the Infra-matrix program identifies critical infrastructure requirements associated with each high-priority risk. This program ensures that all Vedanta sites implement these essential infrastructure elements. The program has contributed to significant safety enhancements, including building 30+km pedestrian pathway network, 80+ designated parking areas, 47km of conveyor guarding, and the procurement of 2,000 electrical PPE units and specialised tools. The Infra-matrix program fosters a culture of safety by garnering strong commitment from senior management, who play a vital role in ensuring sufficient focus is placed on infrastructure needs. • Provision of PPEs: Vedanta prioritises the well-being of its workforce by ensuring all employees and workers have access to appropriate personal protective equipment (PPE). This PPE is carefully selected to address the specific risks and requirements associated with each individual's role and work environment. Furthermore, Vedanta maintains a system of strict availability, guaranteeing that PPE is readily accessible to all personnel before they begin their tasks. This proactive approach fosters a culture of safety and empowers our employees to work confidently. • Safety Governance System: A CEO-sponsored committee comprising of a Business Unit CEO, with business unit and safety experts representation governs critical risk management, infrastructure implementation, and injury prevention efforts. This ensures continuous improvement in site safety performance. • Employee and Tier 1 Supplier Business Partner Training: Vedanta fosters a safety-first culture through comprehensive training programs, including on-site sessions, virtual webinars, and CEO-led discussions, empowering both employees and tier 1 suppliers business partners to prioritise safety and intervene in unsafe situations. 13. Number of Complaints on the following made by employees and workers: FY 2024 FY 2023 Filed during the year Pending resolution at the end of year Remarks Filed during the year Pending resolution at the end of year Remarks Working Conditions 702 41 - Data not collected Data not collected - Health & Safety 602 41 - Data not collected Data not collected - 14. Assessments for the year: % Of your plants and offices that were assessed (by entity or statutory authorities or third parties) Health and safety practices 100% All operational sites are ISO 45001:2018/ OSHAS 18001:2007 certified and audited by the third party once in three years for due renewal of certifications. Further, the Company’s Vedanta Sustainability Assurance Process (VSAP) in place to verify compliance of all our Business Units with the Vedanta Sustainability Framework (VSF). Audits are conducted regularly by an independent, third party organisation under VSAP. Working Conditions 100% Labour Practices, including working conditions is an important part of VSAP Module assessment, and all operating sites are annually audited by third party under VSAP. 15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns arising from assessments of health and safety practices and working conditions. During the year, Vedanta experienced near-miss incidents, injuries, and fatalities at our operating sites. Workplace safety continues to be a significant concern for the management. We are committed to ongoing improvement in this area, and have conducted a comprehensive review of our safety strategies. The review helped us to identify opportunities to strengthen safety measures at all operational levels. Any incident once reported is subject to a thorough investigation by the leadership team. Of all the incidents, High- Potential Incidents (HiPos), and fatalities are investigated in the most comprehensive manner. Key learnings and insights gleaned from these investigations are disseminated across the organisation, fostering a culture of shared knowledge and understanding. This multi-level communication promotes the exchange of diverse perspectives and facilitates continous improvement of control designs. In FY 2023-24, unfortunately we had 3 fatalities due to road accidents and work at height. Few corrective actions are listed below: 1. AI-based surveillance: Vedanta is committed to leveraging technological advancements to bolster safety measures. We have implemented a detect technology solution for real-time safety surveillance of personnel behaviour. This system proactively identifies potential safety violations and triggers alerts to designated personnel, enabling timely intervention and corrective action. The system encompasses a variety of use cases designed to mitigate specific 346 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 347 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 risks, including Personal Protective Equipment (PPE) Compliance Monitoring, Vehicle-Pedestrian Interaction Detection, Fall Protection Monitoring at Height. More than 300 cameras are configured for this purpose. By leveraging such advanced detection technology, Vedanta aims to create a proactive safety environment that fosters a culture of risk awareness and reduces the potential for incidents. 2. Enablon implementation: Vedanta has implemented Enablon, a unified digital platform for comprehensive management of safety and sustainability data. This platform centralises the reporting, tracking, and analysis of various data points, such as incident data, observation data, and inspection data. Enablon empowers our businesses to make data-driven decisions for continuous improvement. It facilitates transparent reporting with clear timelines accessible by all organisational levels. The platform also streamlines the reporting process, enabling timely closure of reports and minimising manual data capture, thereby reducing the risk of human error and limitations. 3. Critical Risk Management: Leveraging insights from past fatality data, Vedanta has proactively identified 13 critical risks. To mitigate these risks, a comprehensive Critical Risk Management Program has been established. This program details specific control measures for each identified risk. The Vedanta Critical Risk Management Program has been implemented across all operational sites, ensuring the consistent effectiveness of these critical controls in safeguarding personnel. 4. Infra-matrix Program: Complementing our Critical Risk Management Program, the Infra-matrix program identifies critical infrastructure requirements associated with each high-priority risk. Details on this program have been provided in question 12 above. 5. Integrated Traffic Management System (ITMS): Vehicle and Driving is one of the top risks of Vedanta. To avoid adverse people-vehicle interactions, the ITMS seeks to ensure implementation of adequate parking infrastructure and rest-facilities for drivers, vehicle route mapping and monitoring, maintaining inflow and outflow of vehicle traffic, paperless entry and driver protection. HZL and Sterlite Copper have completely implemented this system and other business are inline to implement. By implementing these corrective actions, Vedanta aims to prevent future fatalities and improve overall safety across the Company. Leadership Indicators 1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N) (B) Workers (Y/N). Yes, Vedanta goes beyond medical care by offering life and accident insurance, ensuring employees, workers and their loved ones are financially secure in case of accidents in the workplace. Moreover, to promote a healthy workforce, Vedanta conducts regular periodic health check-ups for employees. These check-ups help to identify any potential health issues early on, enabling timely intervention and appropriate medical care. 2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value chain partners. We have implemented measures to ensure that all statutory dues are properly deducted and deposited by our tier 1 suppliers. All contracting agreements with the tier 1 suppliers outline the obligation of the contractor to fulfil their statutory dues with respect to payment of wages to their employees as per the national regulations. Contractual agreements mandate that vendors submit wage registers and PF challans for each month, serving as evidence of payment to contract workers. Regular internal audits are conducted to ensure compliance with labour laws at various establishments and work centres. Few of our businesses have also adopted additional measures to ensure that there is no non-compliance. 3. Provide the number of employees / workers having suffered high consequence work- related injury / ill-health / fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment: Total no. of affected employees/workers No. of employees/workers that are rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment. FY 2024 (Current FY) FY 2023 (Previous FY) FY 2024 (Current FY) FY 2023 (Previous FY) Employees 2 - 2 - Workers 5 - 1 - 4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career endings resulting from retirement or termination of employment? (Yes/ No) Most of the Business Units of Vedanta do not provide any assistance programs for continued employability. Certain Business Units have provisions to retain employees who intend to continue working post-retirement. Some of the highly qualified employees are retained as advisors after their superannuation. During employment, several skill upgradation programmes are imparted to employees to facilitate continued employability. 5. Details on assessment of value chain partners: % of value chain partners (by value of business done with such partners) that were assessed* Health and safety practices 32.27% Working conditions 32.27% * These numbers represent Vedanta’s tier 1 suppliers only. 6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of health and safety practices and working conditions of value chain partners. Vedanta conducts preliminary screening of all our new tier 1 suppliers on ESG aspects including health and safety and working conditions. This is followed by induction sessions to familiarise them with our sustainability policies-health and safety, human rights, code of conduct standards and systems. To enhance health and safety across its value chain, Contractor Field Safety Audits (CFSAs) are conducted to verify the presence of safety measures and appropriate working conditions. Following these audits, corrective and preventive actions are implemented based on the findings. As a result of this engagement, we have observed increased awareness of health and safety matters and improved adherence to providing decent and safe working conditions. 348 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 349 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Essential Indicators PRINCIPLE 4 Businesses should respect the interests of and be responsive to all its stakeholders Essential Indicators 1. Describe the processes for identifying key stakeholder groups of the entity. Our stakeholders are those individuals or organisations who have an interest in our Company’s activities, and/or whose actions impact our ability to execute our strategy. Vedanta recognises the importance of healthy stakeholder engagement as a key to strong and long-term relationships with them and considers stakeholder identification as an ongoing process to identify and understand who might be directly or indirectly affected or interested in Vedanta operations, either positively or negatively as well as who can contribute to or may cause hinderance to their success. Vedanta has formulated a Guidance Note for External Stakeholder Engagement and Technical Standard for Stakeholder Engagement, which are in line with IFC, UNGC and other international standards. We distinguish between stakeholders based on whether our activities directly or indirectly affect them. To map this accurately we follow the steps given below: • List the stakeholders involved in the company's value creation process. • Classify stakeholder groups as internal or external after proper organisation-wide consultation and review. Proactive stakeholder identification provides a key insight on challenges and opportunities and enables us to effectively manage their social risks and responsibilities and foster a more inclusive foundation for our business operations. This identification mechanism provides an opportunity to identify material issues for the Company. 2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group. Stakeholder Group Whether identified as Vulnerable and Marginalised Group (Yes/No) Channels of communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website, Other) Frequency of engagement (Annually/ Half yearly/ Quarterly / others – please specify) Purpose and scope of engagement including key topics and concerns raised during such engagement Employees and Workers Yes. Certain sections of this stakeholder group would be classified as vulnerable, namely: Women, members from LGBTQ+ community, persons with disabilities and certain contractual workers. • Chairman’s workshops • Chairman’s/CEO’s town hall meetings • Feedback sessions • Performance management systems • Various meetings at plant level • V-Connect mentor program. • Event management committee and welfare committee • Women’s club Monthly We undertake employee performance management and employee feedback as primary mode of engaging with the employees. In addition, other engagement objectives include: • Ensuring a safe workplace • Improving training on Health and Safety and other pertinent material issues. • Providing increased opportunities for career growth through internal talent recognition • Increasing the gender diversity of the workforce Key expectations: • Safe Workplace • Improved training on safety • Increased opportunities for career growth • Increasing the gender diversity of the workforce UN SDG mapped: Stakeholder Group Whether identified as Vulnerable and Marginalised Group (Yes/No) Channels of communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website, Other) Frequency of engagement (Annually/ Half yearly/ Quarterly / others – please specify) Purpose and scope of engagement including key topics and concerns raised during such engagement Investors, Lender and Shareholders No • Investor’s Presentation • General Meetings • AGM • Quarterly Result Calls • Dedicated Contact Channel: vedantaltd.ir@ vedanta.co.in and esg@ vedanta.co.in Annual Quarterly Support and feedback from shareholders offer ongoing direction for management and governance. Maintaining open communication channels with analysts and the investor community facilitates connections with management. Additionally, addressing ESG concerns is significant to shareholders. Key expectations: • Consistent disclosure of economic, social, and environmental performance • Transparent communication about business operations Local Community Yes Certain sections of this stakeholder group can be categorised as vulnerable, namely: Tribal communities, economically- weaker communities • Community group meetings • Village council meetings • Community needs/ social • impact assessments • Public hearings • Grievance mechanisms • Cultural events • Engaging with communities • via various community • initiatives of Vedanta Foundation Monthly Engaging with the community fosters an understanding of crucial social factors essential for the sustainable development of the community, which ultimately contributes to overall business growth and sustainability. This entails a focussed approach to enhancing the economic well-being and quality of life of the community. It also involves mitigating environmental and social impacts that could affect communities adversely. During these engagements, initiatives aimed at promoting overall community growth and development are identified. Based on these initiatives, strategies for implementation are formulated. Our FY 2023-24 engagement initiatives were: • Completed baseline, need, impact and SWOT assessments in all Bus. • Community grievance process followed at all operations. Key expectations • Undertaking need-based community infrastructure projects • Increasing the reach of community development programmes • Provision of jobs and other means of livelihood • Improving the grievance mechanism NGOs and Civil Society No • Partnerships with, and membership of international organisations • Working relationships with organisations on specific projects • Engagement with international, national, and local NGOs • Conferences and workshops • Dedicated contact channel – esg@ vedanta.co.in Semi-annually Engaging with NGOs and civil society enables us to consistently monitor and evaluate our ongoing CSR initiatives while also strategising for future opportunities. This collaboration aids in aligning our policies with the global sustainability agenda. Our FY 2023-24 engagement initiatives were: • Membership of international organisations including the United Nations Global Compact (UNGC), Confederation of Indian Industry (CII), and Indian Biodiversity Business Initiative (IBBI) • Alignment to Sustainable Development Goals • Compliance to the Modern Slavery Act • National Alliance for People Key expectations: • Expectations of being aligned with the global sustainability agenda. • Compliance with Human Rights 350 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 351 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Stakeholder Group Whether identified as Vulnerable and Marginalised Group (Yes/No) Channels of communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website, Other) Frequency of engagement (Annually/ Half yearly/ Quarterly / others – please specify) Purpose and scope of engagement including key topics and concerns raised during such engagement Suppliers, Customers No • Customer satisfaction surveys • Vendor score cards • In-person visits to customers, suppliers, and vendor meetings Quarterly Prioritising contractual integrity and elevating customer satisfaction are top priorities. Product innovation and development are driven by customer needs. Maintaining operational efficiency, with timely supplies and streamlined logistics, is crucial to meet sustainability and responsible sourcing goals. Furthermore, ensuring the safety of workers and the workplace is equally imperative. Key expectations: • Consistent implementation of the Code of Business Conduct and Ethics. • Ensuring contractual integrity and data privacy. Regulators No • Government consultation programs • Engagement with national, state, and regional government bodies at business and operational level • Meet all the regulatory requirements Continuous basis The purpose of engaging with regulators has been listed below: • Compliance with laws • Support to Government’s on-ground initiatives through CSR and contribution to local economy. • Contribution of our business to nation-building through our products, taxes and royalties • Policy advocacy on subjects relevant to the company • Suggest projects to district administration/ Mining Engineer offices for consideration and utilising of DMFT funds in mining areas. Leadership Indicators 1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or if consultation is delegated, how is feedback from such consultations provided to the Board. Stakeholder consultation is an ongoing endeavour. We engage regularly across various platforms to ensure inclusive dialogue. Each Business Unit has its tailored engagement plan, overseen by Business Unit heads, who maintain consistent communication with relevant stakeholders. Each Board committee seeks representation from relevant functional teams. These functional teams provide the Board with regular updates, including feedback and expectation from stakeholders. Eg: The HSE & Sustainability team provides updates to the ESG Committee on consultations and discussions from stakeholders such as investors, rating agencies, media, and employees. Similarly, the CSR team provides updates from local communities to the CSR Committee. The Company Secretary and Legal teams assists the Audit committee understand concerns raised by shareholders and regulators, Additionally, the Annual General Meeting provides the Board to interact with shareholders on a quarterly basis. 2. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into policies and activities of the entity. Yes. Stakeholder consultation is a key element of the materiality assessment exercise, one of the major activities are stakeholder consultation. At the heart of the stakeholder engagement process lies the determining of issues that are material to our business from the environmental, social and governance perspectives. These issues also reflect the needs and concerns of our stakeholders. In FY 2022-23, a Group-wide materiality assessment exercise was carried out, along with similar exercises at three of our Business Units. The broad process followed is delineated below: • Circulation of interview guides and questionnaires among the identified groups of stakeholders. • Arrangement of stakeholder meetings by relevant departments within Vedanta. • Capture of the feedback given and the suggestions made We maintain a consistent and robust connection with stakeholders, both internal and external, regarding sustainable issues, recognising their impact on our business. Regular engagement helps us grasp their perspectives and adjust to market dynamics for proactive risk management. To prioritise material issues, we analysed stakeholder responses and conducted a risk assessment according to ICMM requirements. Using a scoring methodology, we evaluated the severity and likelihood of each issue, categorising them as high, medium, or low priority. Our prioritisation considers both financial materiality, focussing on topics influencing enterprise value, and impact materiality, addressing issues affecting stakeholders, the economy, environment, and people. Through this process, we gain qualitative and quantitative insights into Vedanta's environmental and social impact, aligning our nine aims with relevant KPIs, policies, and standards. 3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalised stakeholder groups. Employees: We have established a welfare committee to help with employee engagement initiatives through employee training, and by organising other outreach activities. LGBTQ Community: To reinforce our commitment towards creating a discrimination-free and inclusive workplace and to promote supportive behaviour within our organisation, we have launched ‘Samanvay’, a group-wide gender sensitisation and awareness drive. For example, Vedanta has introduced a pioneering 'Gender Reaffirmation Leaves and Compensation Policy' for LGBTQ+ employees across all its locations. The policy supports transgender employees with a one-time grant of ` 2 lakhs rupees for gender reassignment surgery expense. It also provides a 30-day paid leave to ensure a supportive transition period focussed on self-care for those utilising the policy. Moreover, Hindustan Zinc has been recognised at the National Transgender Awards 2024 for its contribution towards for creating equal opportunities for the LGBTQ community. Community: The Company has established a comprehensive social framework as a key to engaging with local communities. The Social Performance Steering Committee (SPSC) employs a cross-functional approach to community engagement through community group meetings and village council meetings. We have established a dedicated on-site social performance management team and a robust grievance redressal framework to effectively manage our community relations. Our approach across all businesses involves localised community consultations and needs assessments. We actively engage in open dialogues with communities near our operations to understand their developmental and livelihood needs, tailoring interventions accordingly. This direct engagement acknowledges the unique needs and aspirations of each community, empowering them and promoting local capacity-building. Our system incorporates two-way communication mechanisms to systematically capture and document any questions, complaints, grievances, or incidents raised by communities. Business Unit wise site-level staff reports community incidents, which are discussed in larger employee meetings. This ensures that the needs and expectations of the community are met while fostering transparent and constructive communication. In the last quarter of FY 2022-23, Vedanta had introduced ‘Project Panchhi’ an innovative corporate recruitment drive which aims to employ 1,000 girls from economically backward communities, across its diverse businesses in metals, mining, oil and gas situated pan-India. The target demography of this drive is girls from lower income families who are likely to opt out of pursuing further studies and a fulfilling career, owing to financial and social constraints. Project Panchhi strives towards inclusive development of the local communities, in line with Vedanta’s overall vision for diversity, equity and inclusion The objective of the programme is two-fold – To create opportunities for deserving young women from underserved, remote communities in the immediate vicinity of the company’s metals, mining and oil and gas businesses in Odisha, Chhattisgarh, Rajasthan, Jharkhand, Karnataka, and Goa and to increase the diversity in its workforce by specifically focussing on the recruitment of girls and women, who are underrepresented in the metals, mining and heavy engineering industries. In the first phase, 40 such girls have been identified for recruitment, at Vedanta Aluminium’s Lanjigarh operations. The selected candidates were handed over their offer letters in the felicitation ceremony arranged. 352 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 353 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Essential Indicators PRINCIPLE 5 Businesses should respect and promote human rights. Essential Indicators 1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format: Category FY 2024 FY 2023 Total (A) No. of employees/ workers covered (B) % (B / A) Total (C) No. of employees/ workers covered (D) % (D / C) Employees* Permanent 12,766 25,479 200% 10,892 10,133 93% Other than permanent 279 707 253% 605 594 98% Total Employees 13,045 26,186 201% 11,497 10,727 93% Workers* Permanent 4,760 2 0.04% 2,615 753 29% Other than permanent 79,210 47,609 60% 17,313 6,038 35% Total Workers 83,970 47,611 57% 19,928 6,791 34% * The number of people trained during the year is higher than the headcount at the closing of the year. This is because training numbers include those who may have undergone multiple training courses during the year, those employees and workers who may have left during the year and are no longer part of the organisation 2. Details of minimum wages paid to employees and workers, in the following format: Category FY 2024 FY 2023 Total (A) Equal to minimum wage More than minimum wage Total (D) Equal to minimum wage More than minimum wage No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D) Employees Permanent 12,766 0 0% 12,766 100% 7,077 0 0% 7,077 100% Male 10,170 0 0% 10,170 100% 5,710 0 0% 5,710 100% Female 2,596 0 0% 2,596 100% 1,367 0 0% 1,367 100% Other than Permanent 279 0 0% 279 100% 262 0 0% 262 100% Male 198 0 0% 198 100% 175 0 0% 175 100% Female 81 0 0% 81 100% 85 0 0% 85 100% Workers Permanent 4,760 14 0.29% 4,746 99% 4,423 19 0% 4,404 100% Male 4,555 14 0.31% 4,542 99% 4,339 19 0% 4,320 100% Female 205 0 0% 204 99% 84 0 0% 84 100% Other than Permanent 79,210 12,996 16% 66,655 84% 36,167 4,536 13% 31,631 87% Male 76,828 12,599 16% 64,538 84% 35,467 4,580 13% 30,887 87% Female 2,382 397 17% 2,117 89% 700 31 4% 669 96% UN SDG mapped: 3. Details of remuneration/salary/wages, in the following format: a. Median remuneration / wages: Male Female Number Median remuneration/ salary/ wages of respective category (`) Number Median remuneration/ salary/ wages of respective category (`) Board of Directors (BoD) (Whole-time directors)* 4 1,02,50,000 2 1,22,50,000 Key Managerial Personnel** 2 17,74,86,703 1 1,38,10,454 Employees other than BoD and KMP 9,097 12,67,780 2,043 9,21,562 Workers*** - - - - * BoD, and KMP data has been disclosed for VEDL Standalone ** The median remuneration for BoDs does not include KMPs who are part of the BoD. # Median data is calculated only for those individuals who were in our system for the entire 365 days. *** This year data not collected b. Gross wages paid to females as % of total wages paid by the entity, in the following format: FY 2024 Current Financial Year FY 2023 Previous Financial Year Gross wages paid to females as % of total wages 12.25%* Data not collected * Category of employees: covered Permanent Employees & Permanent Workers 4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business? (Yes/No) Yes, Vedanta upholds core value of ‘Respect’, which is evident in our approach to human rights. Our Human Rights Policy underscores our unwavering commitment to fulfilling our social responsibilities as both a direct and indirect employer, while also ensuring the protection and respect of human rights for all stakeholders. The company also complies with the Modern Slavery Act (UK), 2015. We work to enhance our social performance and address the impacts our activities have on communities through cross- functional Social Performance Steering Committee (SPSC) established at all our sites. The committee employs a cross- functional approach to community engagement through community group meetings and village council meetings. Additionally, the SPSC is supported by the Company functions such as External Affairs/ Public Relations, Operations, Security, CSR, Human Resources (HR), HSE, Finance, and Corporate Communications and each one has specific responsibilities for preventing and addressing concerned human rights such as leaves, hours, wages, child or forced labor, health and safety, discrimination, freedom of association and others. Each of these departments has distinct duties in preventing and addressing human rights issues, maintaining human rights standards, and ensuring that suitable safeguards are in place to protect the rights and well-being of individuals impacted by the Company’s operations. The SPSCs ensure an effective local stakeholder engagement and a grievance redressal mechanism in a timely manner addressing any human rights impacts associated with the Company’s business operations. The Social Performance Manager (SPM) is the convening authority for the SPSC, which is supported by a Community Liaison Officer (CLO), whose primary responsibility is to have regular interactions with the local communities. 5. Describe the internal mechanisms in place to redress grievances related to human rights issues. Vedanta’s Technical Standard and Guidance Note on the Grievance Mechanism, is a part of the Vedanta Sustainability Framework (VSF). This mechanism serves as a platform for both employees and external stakeholders to voice their concerns or grievances related to human rights issues. This mechanism is designed to accept and resolve complaints, disputes, or grievances presented by employees or external stakeholders. It offers a fair and prompt avenue to all community segments to express their concerns. The Company’s Grievance Mechanism is communicated through community liaisons and ongoing engagement, which ensures that aspects of legitimacy, accessibility, predictability, equitability, rights-compatibility, transparency, dialogue, and engagement are met. It provides clear processes for complaint and grievance resolution and includes escalation pathways for unresolved issues. 354 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 355 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 By involving various functions and establishing robust mechanisms, Vedanta strives to create a work environment that respects and safeguards human rights. The Company is committed to addressing any human rights issues that may arise and to continuously improving practices to uphold the well-being and dignity of all individuals impacted by our operations. The concerns received are recorded and addressed with prompt interventions from the grievance redressal cell. The concern is investigated, resolved, closed with a report, and communicated to the concerned grievance holder. Grievances are attempted to be resolved within 30 days or less from identification, if unresolved for whatsoever reason, the Community Liaison Officer (CLO) updates the SPM and the grievance holder with bimonthly progress. After resolution, the grievance holder’s feedback is obtained on the redressal experience and outcome. The SPM monitors quarterly performance of the grievance mechanism against the principal outcome and expectations and share findings with the location head, SPSC and Corporate HSES. 6. Number of Complaints on the following made by employees and workers: FY 2024 FY 2023 Filed during the year Pending resolution at the end of year Remarks Filed during the year Pending resolution at the end of year Remarks Sexual Harassment 28 3 - 17 0 - Discrimination at workplace 1 0 - 5 0 - Child Labour 0 0 - 0 0 - Forced Labour/Involuntary Labour 0 0 - 0 0 - Wages 27 7 - 8 3 - Other human rights related issues 13 4 - 14 0 - 7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in the following format. FY 2024 Current Financial Year FY 2023 Previous Financial Year Total Complaints reported under Sexual Harassment on of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) 28 - Complaints on POSH as a % of female employees / workers 0.53% - Complaints on POSH upheld 23 - 8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases. Vedanta adheres to a strict policy of zero tolerance for any discrimination and harassment across its operations. The company has established an Anti-Harassment Policy and a Policy on the Prevention and Prohibition of Sexual Harassment at the Workplace (POSH). The goal is to foster an environment that is devoid of any form of intimidation, oppression, exploitation, discrimination, and harassment across the entire organisation. Vedanta firmly acknowledges the necessity of creating a secure environment where employees can voice their concerns without fear of adverse repercussions. Therefore, Vedanta strictly maintains confidentiality regarding employee information disclosed during investigations. This approach is designed to protect the complainant and witnesses from any potential disadvantages or adverse outcomes. In accordance with the POSH policy, Vedanta takes decisive measures to safeguard individuals who lodge complaints from any form of victimisation or retaliation. Vedanta has constituted an Internal Complaints Committee (ICC), in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, to address all complaints related to harassment, sexual as well as non-sexual in nature. The complaint shall be reported to the ICC constituted or shall be e-mailed to sexualharrassment@ vedanta.co.in, and the Company policies have a well-defined procedure in place to resolve such cases. To ensure awareness and sensitivity towards these issues, we provide sensitisation and training programs to all employees. These initiatives will be coordinated with the Human Resources department and other relevant functions to ensure comprehensive coverage across the Company. 9. Do human rights requirements form part of your business agreements and contracts? (Yes/No) Yes, human rights requirements form an integral part of our business agreements and contracts. The Suppliers Code of Conduct sets forth requirements of highest standards of conduct including human rights protection, which all suppliers are required to comply with and adhere to when conducting business with Vedanta. Further, all contractors/vendors undergo a screening process before on-boarded to assess them against Vedanta’s standards and business practices. Vedanta complies with United Nations Declaration on Human Rights (UNDHR), UN Guiding Principles of Business and Human Rights, Universal Declaration of Human Rights (UNDHR), International Labour Organisation (ILO), Modern Slavery Act (UK) 2016 and applicable national and local legislations. 10. Assessments for the year: % Of your plants and offices that were assessed (by entity or statutory authorities or third parties) Child labour None of plants and offices were assessed in FY2024. However, we plan to carry out an human rights assessments across all our operational business units using an external agency in FY 2024-25. 100% of our operational Business Units have conducted human rights self-assessment in FY 2022-23. Forced/involuntary labour Sexual harassment Discrimination at workplace Wages Others- please specify 11. Provide details of any corrective actions taken or underway to address significant risks/ concerns arising from the assessments at Question 9 above. No significant risks and concerns have been identified in FY 2023-24 human rights self-assessment. Therefore, no corrective actions were implemented. Leadership Indicators 1. Details of a business process being modified / introduced because self-assessment of addressing human rights grievances/complaints. In FY 2022-23, Vedanta utilised the Global Compact Self-Assessment Tool to conduct human rights assessments across all our sites. These assessments, led by cross-functional teams headed by site heads, covered various thematic parameters, including labour rights, health and safety impacts, and anti-corruption measures. Identified areas for development led to the modification and updating of site-level policies and plans, ensuring the preservation of human dignity in our day-to-day operations and the fair treatment of every employee. 2. Details of the scope and coverage of any Human rights due-diligence conducted No due diligence was conducted in FY 2023-24. In FY 2022-23, Vedanta utilised the Global Compact Self-Assessment Tool to conduct human rights assessments across all our sites. These assessments, led by cross-functional teams headed by site heads, covered various thematic parameters, including labour rights, health and safety impacts, and anti- corruption measures. Vedanta will conduct Human Rights due diligence of its operational sites in 2025. 3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with Disabilities Act, 2016? Vedanta is committed to fostering an inclusive workplace environment that supports and empowers specially-abled individuals. We offer tailored support to ensure their comfort and productivity, including workplace modifications, assistive technologies, and specialised training programs. Many of our premises and offices are equipped with enabling infrastructure such as ramps, braille-enabled elevators, and text-to-speech software, aligning with the Rights of Persons with Disabilities Act, 2016. 4. Details on assessment of value chain partners: % of value chain partners (by value of business done with such partners) that were assessed Sexual Harassment 32.27% Discrimination at workplace 32.27% Child Labour 32.27% Forced Labour/Involuntary Labour 32.27% Wages 32.27% Others – please specify- Environmental Impacts Environmental Impacts: 32.27% Health and Safety: 32.27% 5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 4 above. - 356 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 357 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Essential Indicators 1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format: Parameter FY 2024 FY 2023 From renewable sources Total electricity consumption (A) (GJ) 60,45,334 48,76,047 Total fuel consumption (B) (GJ)) 9,81,223 35,36,283 Energy consumption through other sources (C) (GJ) 10,19,201 - Total energy consumption from renewable sources (A+B+C) (GJ) (I) 80,45,758 84,12,331 From non-renewable sources Total electricity consumption (D) (GJ) 2,23,72,000 4,11,52,208 Total fuel consumption (E) (GJ) 61,83,10,668 52,17,87,697 Energy consumption through other sources (F) (GJ) 0 - Total energy consumption from non-renewable sources (D+E+F) (GJ) (J) 64,06,82,668 56,29,39,905 Total energy consumed (I+J) (GJ) 64,87,28,426 5,71,35,22,351 Energy intensity per rupee of turnover (Total energy consumption/ turnover in rupees) 0.000451 3,843 Energy intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) * (Total energy consumed / Revenue from operations adjusted for PPP) 0.01011 0.0087361 Energy intensity in terms of physical output 64.97** - Energy intensity (optional) – the relevant metric may be selected by the entity (Total energy consumption/tonne of metal) - - * PPP: INR Revenue X PPP Factor (US$/INR) PPP Factor = 22.4; World Economic Outlook (April 2024) - Implied PPP conversion rate (imf.org). ** The calculation includes only data related to metal & mining business 1 Vedanta Limited has rectified values from FY 2022-23 Note: Indicate if any independent assessment/ evaluation//assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes, an independent assurance has been carried out by Mazars Advisory LLP. 2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any. The following businesses have been identified as designated consumers under the PAT Scheme of the Government of India. • Aluminium Business (BALCO smelter, Jharsuguda), • Integrated Power Plant’s at TSPL, Jharsuguda and BALCO, • FACOR, Hindustan Zinc Ltd, • ESL Steel Limited Targets are yet to be assigned by the Government of India for ESL and HZL, while BALCO Smelter (including IPP) has achieved its target under the PAT cycle 2 in FY 2023-24. Essential Indicators PRINCIPLE 6 Businesses should respect and make efforts to protect and restore the environment. UN SDG mapped: 3. Provide details of the following disclosures related to water, in the following format: Parameter FY 2024 FY 2023 Water withdrawal by source (in kilolitres) (i) Surface water 14,13,14,482 14,53,05,251 (ii) Groundwater 1,33,80,778 1,59,29,325 (iii) Third party water 1,03,87,991 36,02,979 (iv) Seawater / desalinated water - - (v) Others: Wastewater from Other Organisation, Rainwater and Produced Water 4,74,14,897 4,57,37,178 Total volume of water withdrawal* (in kilolitres) (i + ii + iii + iv + v) 21,24,98,148 21,05,74,733 Total volume of water consumption (in kilolitres)* 28,03,09,158 26,60,01,190 Water intensity per rupee of turnover (Water consumed / revenue from operations) 0.0001950 0.000182939** Water intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Total water consumption / Revenue from operations adjusted for PPP)*** 0.004368 0.0040978 Water intensity in terms of physical output**** 13.41 - Water intensity (optional) –the relevant metric may be selected by the entity (Water consumed/ tonne of metal)) - - * The consumption figures do not include an additional 1,21,96,602 KL of water provided to communities residing around our operational sites. The consumption figure includes 8,47,25,069 KL of recycled water. ** Vedanta Limited has rectified values from FY 2022-23. *** PPP: INR Revenue X PPP Factor (US$/INR) PPP Factor = 22.4; World Economic Outlook (April 2024) - Implied PPP conversion rate (imf.org). **** The calculation includes only data related to metal & mining business Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes, an independent assurance has been carried out by Mazars Advisory LLP. 4. Provide the following details related to water discharged: Parameter FY 2024 FY 2023 Water discharge by destination and level of treatment (in KL) (i) To surface Water No treatment 0 0 With treatment (please specify level of treatment) 11,24,293 2,01,71,667 (ii) To Ground Water No treatment 0 0 With treatment (please specify level of treatment) 0 0 (iii) To Seawater No treatment 0 0 With treatment (please specify level of treatment) 13,57,247 (iv) Sent to third parties No treatment 0 0 With treatment (please specify level of treatment) 605 (v) Others No treatment 0 0 With treatment (please specify level of treatment) 7,17,563 Total water discharge (in KL) 31,99,708 2,01,71,667 5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation. With several of our plants in water-stressed areas, we require a sustainable and scientific approach to water consumption and management. 358 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 359 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Presently, most of our Business Units have Zero Liquid Discharge (ZLD) namely BALCO, ESL, Hindustan Zinc Ltd., Fujairah, Sesa Iron Ore and Silvassa, TSPL, Vedanta Aluminium-Jharsuguda and Lanjigarh. These Business Units employ real-time monitoring systems, utilising piezometers and Pan-tilt-zoom(PTZ) cameras to ensure that no discharge goes beyond their operational sites. We ensure that wastewater generated and discharged from our facilities meets all legal standards. Moreover, live discharge data from all monitoring activities is integrated with the Central Pollution Control Board (CPCB) server for effective oversight. Business Units such as Cairn India which do not have a Zero Liquid Discharge (ZLD), use piezometers to monitor outlet parameters before discharge. 6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format: Parameter Unit FY 2024 FY 2023 NOx MT 1,02,945.87 89,856 S0x MT 3,99,278.60 5,01,201 Particulate matter (PM) MT 17,008.32 18,275 Persistent organic pollutants (POP) MT - NA Volatile organic compounds (VOC) MT 3.42 NA Hazardous air pollutants (HAP) MT 234 NA Others – please specify - - Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes, an independent assurance has been carried out by Mazars Advisory LLP. 7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format: Parameter Unit FY 2024 FY 2023 Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) Metric tonnes of CO2 equivalent 6,12,88,838 5,71,75,390* Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) Metric tonnes of CO2 Equivalent 45,61,384.17 81,82,542* Total Scope 1 and Scope 2 emissions per rupee of turnover tCO2e/ ` million 0.000045816 0.000044949* Total Scope 1 and Scope 2 emissions per rupee of turnover adjusted for PPP 0.0010262 0.0010068576 Total Scope 1 and Scope 2 emission intensity in terms of physical output ** 5.66 - Total Scope 1 and Scope 2 emission intensity (optional)– the relevant metric may be selected by the entity. (Scope1+2 emissions/tonne of metal) - - * Vedanta Limited has rectified its Scope 1 and 2 emissions for FY 2022-23. ** The calculation includes only data related to metal & mining business Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes, an independent assurance has been carried out by Mazars Advisory LLP. 8. Does the entity have any project related to reducing Green House Gas emission? If yes, then provide details. Vedanta’s greenhouse gas emission reduction strategy is designed to align with the goals of the Paris Agreement and prioritise the transition to a lower-carbon economy. The roadmap consists of four key stages: Stage I: From 2021 to 2025, the company aims to reduce GHG intensity (measured in tCO2e/MT) of its metal businesses by 20% compared to the FY 2020-21 baseline. Stage II: Between 2021 and 2030, there is a focus on creating renewable energy capacity, with the goal of establishing enough capacity to provide 2.5 GW of round-the-clock (RTC) renewable power for its facilities by FY 2029-30. Stage III: From 2026 to 2030, the aim is to achieve a 25% reduction in absolute GHG emissions compared to FY 2020-21 levels. This reduction will be measured against the baseline as the company actively pursues decarbonisation efforts. Stage IV: Beyond 2030, the company plans to intensify the deployment of emerging technologies and expand its renewable energy capacities further, with the aim of becoming a net-zero carbon business by FY 2049-50. Our significant achievements over the recent years include introducing our first low-carbon aluminium products, “Restora” and “Restora Ultra”, both low-carbon products and a pilot project for producing copper from recycled copper. We are in process of implementing fuel switching programme, by using biomass in thermal power plants and reducing our carbon footprint. In FY 2023-24, Vedanta Aluminium has dispatched its first domestic supply of Restora, the nation’s first-ever low-carbon ‘green’ aluminium, to Global Aluminium Pvt Ltd. As part of the order, the company will supply 300 metric tons of Restora Billets to Global Aluminium, making it the first domestic customer of what is likely among the most sustainable products from the domestic primary aluminium industry. During FY 2023-24, we have implemented the following key initiatives to reduce greenhouse gas emissions: • Reduction of met coke consumption per metric ton of slag by ~2% at HZL’s Dariba Smelting Complex, resulting in GHG emissions reduction of ~32,000 tCO2e. • Reduction in the average specific power consumption of zinc melting and casting furnaces at HZL’s Pantnagar plant by 6%, thereby reducing GHG emissions by 4,00,00 tCO2e. • Reduction in average specific power norms of silver plant by 5%, resulting in GHG emissions reduction of ~2,00,000 tCO2e. • At Cairn’s MBA-block, the conversion of a pump from PF to motor has resulted in GHG reductions of ~50,000 tCO2e. • At ESL, in the Waste Heat Recovery system, the insulation of the boiler has resulted in more than 2,01,000 tCO2e of GHG reduction. • At BALCO, the procurement of Renewable Energy has resulted in GHG reduction of more than 2,11,000 tCO2e. • At the Value-Added-Business of Sesa Iron Ore, multiple initiatives to enhance the efficiency of the Waste Heat Recover system has reduced GHG emissions by more than 1,50,000 tCO2e. 9. Provide details related to waste management by the entity, in the following format: Parameter FY 2024 FY 2023 Total Waste generated (in metric tonnes) Plastic waste (A) 275 372 E-waste (B) 387 141 Bio-medical waste (C) 18 1,297 Construction and demolition waste (D) 1,65,289 - Battery waste (E) 323 252 Radioactive waste (F) - - Other Hazardous waste. Please specify, if any. (G) (other than above mentioned HW) 5,16,123 5,31,595 Other Non-hazardous waste generated (H). Please specify, if any. (Excluding Plastic waste, construction waste) (Break-up by composition i.e., by materials relevant to the sector) – High-Volume-Low-Toxicity Waste, overburden, rock and tailing, other non‑hazardous waste 6,17,71,811 1,80,98,325 Total (A+B + C + D + E + F + G+ H) 62,454,226 1,86,31,982 Waste intensity per rupee of turnover (Total waste generated / Revenue from operations) 0.00004345 0.000012814 Waste intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Total waste generated / Revenue from operations adjusted for PPP)* 0.00097328 0.000287034 Waste intensity in terms of physical output** 7.34 - For each category of waste generated, total waste recovered through recycling, re- using or other recovery operations (in metric tonnes) Category of waste (i) Recycled 60,74,201 3,02,20,013 (ii) Re-used 2,19,40,514 - (iii) Other recovery operations 1,09,09,562 - Total 3,89,24,277 3,02,20,013 360 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 361 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Parameter FY 2024 FY 2023 For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes) Category of waste - - (i) Incineration 9,272 282 (ii) Landfilling 1,42,92,264 15,786 (iii) Other disposal operations 2,259 2,10,96,024 Total 1,43,03,795 2,11,12,092 * PPP: INR Revenue X PPP Factor (US$/INR) PPP Factor = 22.4; World Economic Outlook (April 2024) - Implied PPP conversion rate (imf.org). ** The calculation includes only data related to metal & mining business Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes, an independent assurance has been carried out by Mazars Advisory LLP. 10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes. Waste management stands as a pivotal focus area, with waste categorised as a significant indicator. Our waste management framework adheres to the principles of minimisation, optimisation, and circularity, aimed at reducing waste generation while promoting recycling and recovery processes. This strategic approach not only maximises benefits but also substantially lowers operational costs by curbing expenses related to raw material consumption, waste disposal, and energy usage across our operations. Our ultimate objective at Vedanta is to evolve into a 'zero-waste' organisation. We are actively embracing new technologies in our waste management procedures to eliminate waste to landfills or incinerators while ensuring alignment with the best industrial practices and relevant legal requirements governing various waste categories. The Guidance Notes and Technical Standards on Solid Waste Management delineate comprehensive procedures for waste identification, classification, segregation, handling, storage, treatment, and disposal, both on-site and off-site, in a safe and sustainable manner. Our waste storage areas undergo weekly inspections, with meticulous documentation of records. Action points are identified, tracked, and addressed accordingly. The Company’s hazardous waste strategy emphasises the safe storage and segregation of hazardous materials to facilitate recycling where feasible. Storage areas for hazardous waste are required to display detailed information about the materials stored, including material safety data sheets (MSDSs) and relevant precautions. These areas must feature appropriate warning signs in English and the local language, be securely locked to prevent unauthorised access, and be equipped with emergency wash facilities and spill cleanup kits. Access is restricted to only those authorised personnel who have undergone proper training. Hazardous waste generation is documented using Form 3 and disposed of in accordance with Hazardous Waste authorisation, either through recycling, co-processing, or other approved methods handled by State Pollution Control Board authorised vendors, with records maintained via Form 10. Site-specific SOPs are established for managing Hazardous and Toxic Chemicals. Quarterly hazardous waste management audits are conducted, with subsequent actions aimed at minimising hazardous waste usage. At Vedanta, we are committed to leveraging all non-hazardous waste, exemplified by one of our units, TSPL, securing 'Single Use Plastic Free' certification from the Confederation of Indian Industry (CII). Recognising the criticality of hazardous waste management, we are dedicated to recycling and circularity initiatives, including: • Collaboration with organisations and research institutions to develop tailored recycling and reusing options. For instance, partnering with NHAI to utilise fly ash as construction material, thereby enhancing construction quality and conserving soil quality in adjacent areas. • Incorporating ore-processing wastes like Jarosite and Jarofix into construction material. • Undertaking R&D to explore the potential of red mud as an alternative construction material. • Achievements in waste utilisation, such as 18.6 million tonnes of HVLT waste utilisation (94% for FY 2023-24), 16.5 million tonnes utilisation for Fly Ash (108%), and reduction of legacy waste from 44.42 million tonnes to 45.62 million tonnes. • With the commissioning of Fumer plant, there will be complete elimination of Jarosite generation from one of the Hydro Zinc Smelter and generated slag will be 100% utilised in cement industries, for effective metal recovery, a second ancillary plant commissioned for treatment of process residues at Chanderiya Lead-Zinc Smelter; a project to recover sodium sulphate crystal from RO Reject commissioned at Dariba Zinc Smelter; gainfully utilised waste such as Jarosite, Jarofix, slag and fly ash in cement manufacturing and road construction, also tailings used in back-filling voids in mines through Paste fill/Hydrofill. 11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please specify details in the following format S. No. Location of operations/offices Type of operations Whether the conditions of environmental approval / clearance are being complied with? (Y/N) If no, the reasons thereof and corrective action taken, if any. 1 Vedanta Alumnium-Lanjigarh (Lanjigarh, India) Alumina Refinery Yes 2 Bokaro Plant (Chhattisgarh) Steel Yes 3 Skorpan Zinc (Rosh Pinah, Namibia) Mining Yes 4 Black Mountain Mines (Aggeneys, South Africa) Mining Yes 5 Black Mountain Mines(Gamsberg, South Africa) Mining Yes 12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year: Name and brief details of project EIA Notification No. Date Whether conducted by independent external agency (Yes / No) Results communicated in public domain (Yes / No) Relevant Web link Onshore Oil and Gas Development and Production in AA/ONDSF/HAZARIGAON/2018 Hydrocarbon Block (30.74 Sq. Km), Golaghat District, Assam Onshore Oil and Gas Development and Production in AA/ONDSF/HAZARIGAON/2018 Hydrocarbon Block (30.74 Sq. Km), Golaghat District, Assam EC23A002AS110755 - Yes No N.A. Expansion of lron Ore Mine (ML. No. 2677 (RMI- 2236)) at Megalahalli Village, Chitradurga Taluk, Chitradurga District. C23B001KA196226 - Yes Yes 13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India, such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format: Yes. Vedanta adheres to and complies with the relevant environmental laws, regulations, and guidelines in India. This includes the Water (Prevention and Control of Pollution) Act, the Air (Prevention and Control of Pollution) Act, the Environment Protection Act, and the respective rules established under these Acts. The Company ensures that operations align with these legal requirements to promote environmental stewardship and maintain regulatory compliance. However, there was one non-compliance that remained open in FY 2023-24. S. No Specify the law / regulation / guidelines which was not complied with Provide details of the non- compliance Any fines / penalties / action taken by regulatory agencies such as pollution control boards or by courts Corrective action taken, if any 1. Consent and clearance related Environment related clearances Application is pending before the authorities for consideration The company was acquired under Insolvency and Bankruptcy Code(IBC), consents were pending at that time. Approvals on the consent are underway. Plant is operational basis orders of the Supreme Court. Conditions mentioned in Forest Clearance-1 are being complied with. Leadership Indicators 1. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres): For each facility / plant located in areas of water stress, provide the following information: (i) Name of the area: Hindustan Zinc Ltd (Debari, Chanderiya Lead-Zinc Smelter (CLZS), Dariba Smelting Complex (DSC), Rajpura Dariba Mine (RDM), Sindesar Khurd Mine (SKM), Rampura Agucha Mine (RAM), Kayad (KYD), Zawar Mine (ZWM)) and Cairn Oil & Gas (Rajasthan Asset), Iron Ore Karnataka (IOK), Silvassa 362 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 363 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 (ii) Nature of operations: Smelting and Mining, Crude Oil and Natural Gas Exploration and Production (iii) Water withdrawal, consumption and discharge in the following format: Parameter FY 2024 (Current Financial Year) FY 2023 (Previous Financial Year) Water withdrawal by source (in kilolitres) (i) Surface water 1,36,75,896 14,53,05,251 (ii) Groundwater 1,16,81,572 1,59,29,325 (iii) Third party water 98,19,851 36,02,979 (iv) Seawater / desalinated water - - (v) Others 3,41,25,670 4,57,37,178 Total volume of water withdrawal (in kilolitres) 6,93,02,990 21,05,74,733 Total volume of water consumption (in kilolitres) 6,78,61,111 26,60,01,190 Water intensity per rupee of turnover (Water consumed / turnover) 0.000047215 0.000012814 Water intensity (optional) – the relevant metric may be selected by the entity Water discharge by destination and level of treatment (in kilolitres) (i) Into Surface water - - - No treatment - - - With treatment – please specify level of treatment 0 - (ii) Into Groundwater - - - No treatment - - - With treatment – please specify level of treatment 0 - (iii) Into Seawater - - - No treatment - - - With treatment – please specify level of treatment 1,615 - (iv) Sent to third parties - - - No treatment - - - With treatment – please specify level of treatment 0 - (v) Others - - - No treatment - - - With treatment – please specify level of treatment 7,17,563 - Total water discharged (in kilolitres) 7,19,178 - Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. Yes, an independent assurance has been carried out by Mazars Advisory LLP. 2. Please provide details of total Scope 3 emissions & its intensity, in the following format: Parameter Unit FY 2024 Current Financial year FY 2023 Previous Financial Year Total Scope 3 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) Metric tonnes of CO2 equivalent 3,45,83,959 3,81,90,000 Total Scope 3 emissions per rupee of turnover 0.00004812 0.002533 Total Scope 3 emission intensity (optional) – the relevant metric may be selected by the entity - - Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency As of 31 May 2024, an independent assurance has not been carried out for Scope 3 numbers. However, the company intends to have these numbers assured and will report the assured number in FY 2023-24 Sustainability report. 3. With respect to the ecologically sensitive areas reported at Question 11 of Essential Indicators above, provide details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities. Significant direct impact on biodiversity • Construction activities, along with dust, pollution, and emissions, can directly impact natural ecosystems, leading to loss and degradation of natural habitats or disruption of wildlife migration and movement patterns. Vehicular traffic involved in the project poses a direct threat to wildlife, leading to collisions that cause injury or death. Transport associated with the project can also accidentally introduce invasive plants or animals, which can outcompete native species and disrupt ecosystem balance. Significant indirect impact on biodiversity • Ecosystem fragmentation - The development of mining infrastructure in the proximity of biodiversity rich areas can indirectly cause habitat fragmentation - affecting migration patterns of wildlife. • Invasive species - The disturbance of land and increased human activity associated with mining can indirectly facilitate the introduction and spread of invasive species and alter ecosystem dynamics. • Changes in land use patterns - Mining activities can indirectly lead to changes in land use. For example, conversion of agricultural land for mining activities can affect traditional livelihoods - and in case of proximity to forest areas - potentially displace such activities and lead to deforestation or encroachment. • Socio-economic impacts - The presence of mining operations can indirectly lead to population influx - leading to increased demand for resources and resulting in additional pressure on local ecosystems and biodiversity. Prevention and remediation activities Vedanta has taken steps to mitigate the direct and indirect impacts emphasises preventing pollution, strictly regulating vehicle routes, and minimising environmental disturbances through a comprehensive Environmental Management Plan (EMP). Vedanta aims at creating net positive results for biodiversity through actions that include restoring soil and water bodies, removing invasive species, replanting native vegetation, and restoring wildlife habitats and corridors. There is an additional focus on supporting the conservation of endangered species, awareness campaigns, and community engagement as a part of its biodiversity management. 4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of such initiatives, as per the following format: Sr. No Initiative undertaken Details of the initiative (Web-link, if any, may be provided along- with summary) Outcome of the initiative 1. Reducing Impact of Effluent Discharge at ESL Steel Limited Installation of flow meters and commissioning of STP of 575 KLD capacity thereby reducing freshwater withdrawal. Water Conservation 2. Reducing Impact of Effluent Discharge at FACOR Power Plant The wastewater generated in the power plant gets treated in the Effluent Treatment Plant (ETP) and reused in industrial processes. The treated water is used in dust suppression, gardening, road sprinkling, and other purposes. Water Conservation 3. A ETP of Capacity 600 m3/ hr is installed for treatment of the mines effluent, online and offline system for monitoring inlet and outlet water quality at FACOR mining operations A ETP of Capacity 600 m3/hr is installed for treatment of the mines effluent. Treated water is used for dust suppression. Proper chemical dosing is ensured to maintain the outlet water quality within the standards set by State Pollution Control Board. Real- time monitoring of parameters such as pH, TSS and flow is taken to ensure quality. Additionally, quarterly water quality tests for inlet and outlet are performed by a NABL-accredited third party. Water Conservation 4. Reducing Impact of Effluent Discharge at Vedanta Iron Ore Karnataka. STP installed with MBBR reactor tank with a 30 KLD capacity. Water Conservation 5. Improving resource utilisation at TSPL Digitisation and analytical tools are used for optimising resource use. Resource Conservation 6. Improving resource utilisation at ESL Steel Limited Sinter bed thickness enhancement for improving the efficiency led to net reduction of 1797 ton of CO2e. Resource Conservation 7. Improving resource Utilisation at FACOR charge chrome plant The slag skulls and slag metal mixture generated in the handling yard are fed into the ground hopper of Metal Recovery Plant with handling capacity of 30 MT per hour. The technology helps to recover20% of metallics leading to waste minimisation and increase in production. Resource Conservation 8. Improving resource Utilisation at FACOR COB Plant The Chrome Ore Beneficiation plant of Capacity 20TPH converts low grade to high grade ore (i.e.,27-29 % CR2O3 to above 47% CR2O3) leading to cost savings. Resource Conservation 364 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 365 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 Sr. No Initiative undertaken Details of the initiative (Web-link, if any, may be provided along- with summary) Outcome of the initiative 9. Reducing impact of emission at ESL Steel Limited Mist canon and rain guns have been installed for dust suppression. Air Emission Reduction 10. Reducing impact of emission at FACOR Charge Chrome Plant Bag Filters are installed in the furnaces to filter out flue gas particles. Filtered gas is released through GCP stacks thereby leading to reduction in the air emissions. Air Emission Reduction 11. STP at Udaipur for HZL Treated water from 60 MLD STP in Udaipur is being routed to HZL sites to reduce the dependence on freshwater. Water conservation The replacement of fresh water for operations by STP treated water has led to increased availability of fresh water for the community. 36% of total water withdrawal was satisfied with treated sewage. 12. Dry Tailing Plant at Hindustan Zinc Ltd. Zawar Mines Dry Tailing Plant set up to separate water from tailings slurry generated in the beneficiation process. 80% of the water present in the tailings is recovered, and tailing and waste rock are repurposed whether as a backfilling material or to stabilise our underground mining operations. Remaining tailings are stored in a specialised facility to minimise the environmental, social and economic risks. Key benefits of the dry tailing technology include recirculation of more than 80% of the process water present in tailings, a faster rehabilitation and restoration of storage site at mine closure and ensuring re-availability of water for further use Water conservation 13. Agreement for 180 LNG Vehicles Signed agreement with Greenline, a subsidiary of Essar Group, to provide 180 Liquified Natural Gas (LNG) vehicles of which 24 LNG vehicles have been put to use for transportation of finished goods. GHG Emission reduction 14. Jarofix Yard Restoration The Company used Mycorrhisa technology for rejuvenation and reclamation of wasteland into productive land by increasing the green cover, enhancing biodiversity and control fugitive dust emission and restoring site. It also makes plants less vulnerable to environmental stresses and by optimum use of water resources Biodiversity Conservation 15. Advanced control opportunity for grinding and flotation circuit at Rampura Agucha and SK Mines of Hindustan Zin Ltd. To address the difficulty in flotation process,, Advance Process Control (APC) system was introduced to maintain a ptimising circuit operation while ptimising the process performance to maximise recovery. Three APCs were implemented for grinding and flotation operation (lead and zinc) in mills at Rampura Agucha and SK Mines. Material recovery 16. EV trucks for Interunit transport at Hindustan Zinc Ltd. Signed contract with Inland EV Green Services Pvt Ltd. to deploy 10 Electric Vehicles (EV) Trucks, each boasting a capacity of 55 metric tons. GHG Emission Reduction 5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link. Vedanta has a business continuity plan aimed at safeguarding the well-being of its personnel during emergencies. This plan includes various measures, such as conducting an Emergency Response and Crisis Plan Gap Assessment study across all sites, to identify and address potential vulnerabilities. Additionally, the adoption of the ISO 22301:2019 Disaster Recovery and Business Continuity Management Framework, Vedanta has strengthened its operations against potential interruptions, demonstrating its a commitment to operational resilience. The alignment of internal IT processes with these standards reflects Vedanta's proactive approach to risk management. Within its Risk Management Policy, Vedanta has integrated comprehensive Business Continuity Plan that addresses both internal and external risks, including encompassing financial, operational, sustainability, information, and cybersecurity risks. To mitigate these risks, the company has mitigation plans and conducts annual reviews to ensure their effectiveness and adaptability in maintaining business continuity. 6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or adaptation measures have been taken by the entity in this regard. There is no significant adverse impact to the environment based on an assessment of our tier-1 suppliers, barring one case from FY 2021-22 that is not deemed material. We have engaged with our tier-1 supplier and sought an update from them regarding corrective actions taken. 7. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts. In FY 2023-24, we have assessed 30% of tier 1 suppliers were assessed for environmental impacts. PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent. Essential Indicators 1. a. Number of affiliations with trade and industry chambers/ associations: 32 b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a member of/ affiliated to. S. No Name of the trade and industry chambers/ associations Reach of trade and industry chambers/ associations (State/National) 1. Aluminium Association of India (AAI) National 2. Association of Oil and Gas Operators National 3. Association of Power Producers National 4. The Associated Chambers of Commerce and Industry of India (ASSOCHAM) National 5. Coal Consumers Association of India National 6. Confederation of Indian Industry (CII) National 7. Employers’ association of Rajasthan State 8. Federation of Indian Chambers of Commerce and Industry (FICCI) National 9. Federation of Indian Mineral Industry (FIMI) National 10. Federation of Indian Petroleum Industry (FIPI) National 2. Provide details of corrective action taken or underway on any issues related to anti- competitive conduct by the entity, based on adverse orders from regulatory authorities. Name of authority Brief of the case Corrective action taken Not Applicable. There were zero cases related to anti-competitive conduct by Vedanta or its associated subsidiaries, joint ventures. Leadership Indicators 1. Details of public policy positions advocated by the entity: S. No. Public Policy Advocated Method resorted for such advocacy Whether information available in public domain? (Yes/No) Frequency of review by Board (Annually/ Half yearly/Quarterly/ Others), please specify Web Link, if available 1 Sustainable Mining Practices Vedanta advocates for the promotion of sustainable mining practices through industry associations and federations such as Federation of Indian Metal Industries(FIMI). Its Business Unit, Hindustan Zinc Ltd. is a member of FIMI's Sustainable Mining Initiative and has supported several initiatives to promote sector level climate action. Yes Quarterly https://www.hzlindia. com/sustainability- management/pdf/ Sustainable_Mining. pdf 2 Mineral Exploration Vedanta advocated to resolve complexities involved in the exploration of deep-seated base metals through National level Industry Associations, geological conferences and media advocacy. No Quarterly N/A UN SDG mapped: 366 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 367 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 PRINCIPLE 8 Businesses should promote inclusive growth and equitable development. S. No. Public Policy Advocated Method resorted for such advocacy Whether information available in public domain? (Yes/No) Frequency of review by Board (Annually/ Half yearly/Quarterly/ Others), please specify Web Link, if available 3 Copper Raw Materials Security Representations sent through Industry Associations, Participation in Industry Platforms (Conferences/Meetings), Media Advocacy, Stakeholder Engagement via various Ministries, Consultations with Ministries on prevailing and upcoming FTAs No Quarterly NA 4 Enhance Availability and& Increase investments in Oil & Gas Sector as well as base metals (pb, Zn, Ag, Fe etc.). doing business Area Relaxation for The matter has been considered for advocacy through state mines department as well as Industry Association for benefit of companies for the to enhancement of production, thereby reducing imports. No Quarterly NA 5 Tariff determination from Renewable Energy Sources Vedanta submitted representations through Industry association to determine solar tariff. Yes NA https://rerc.rajasthan. gov.in/rerc-user-files/ office-orders Essential Indicators 1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year. Name and brief details of project SIA Notification No. Date of notification Whether conducted by independent external agency (Yes / No) Results communicated in public domain (Yes / No) Relevant Web link SK Village R&R as per LARR act 2013 G.N. संख्या प.12/17 ( ) राजस्व/ भू. अ./2023 25/04/23 Yes by agency headed by Dr. Alpana Kateja, Professor, Department of Economics, University of Rajasthan, Jaipur. No, only notification is communicated in public domain- (https://reams.rajasthan.gov. in/PrintingStationary) The final number of projected affected families shall be identified accurately by the administration; hence report is yet to be finalised - UN SDG mapped: 2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the following format: S. No. Name of Project for which R&R is ongoing State District No. of Project Affected Families (PAFs) % of PAFs covered by R&R Amounts paid to PAFs in the FY (In `) 1 Vedanta Aluminium -Lanjigarh Odisha Kalahandi 261 100% Total commitment = ` 137.72 crore. • Land Payments: ` 40.28 crore: Already done • New RR Colony Construction: ` 54.28 crore: Ongoing • R&R Package: ` 31.58 crore: Ongoing • R&R Sustenance allowances and Trainees Stipends: ` 7.02 crore: Ongoing • Skill development training cost: ` 4.56 crore: Ongoing 2 SK Village R&R under Land Acquisition, Rehabilitation and Resettlement Act 2013 Rajasthan Rajsamand 325 families (Estimated) As per Gazette Notification and 228 families (*including 168 nuclear and 60 joint families) as per SIA report by Dr. Alpana Kateja The final number of projected affected families shall be identified accurately by the administration after undertaking a detailed survey of the population and final number of families to be shifted and compensated shall also be finalised basis the same only. Not decided as yet. 3. Describe the mechanisms to receive and redress grievances of the community. Vedanta’s technical standard details the mechanism for grievance redressal from external stakeholders including communities. Concerns raised from the communities are primarily received and addressed at site level to ensure an ease of accessibility and transparency. During the engagement process conducted by the Company, the Community Liaison Officer (CLO) communicate the grievance mechanism. The redressal procedure follows a seven-step approach i.e., Receive, Acknowledge, Assess and Assign, Investigate, Respond, Resolve/Recourse and Close-out. A grievance box is kept outside the plant's main gate, allowing stakeholders to submit written grievances in the local language. Every effort is made to resolve reported grievances at the initial stage, directly between the complainant and the Company. All complaints are acknowledged within 24 hours or a maximum of two business days, with updates provided every 30 days. Complaints are then forwarded to relevant departments for investigation, where the validity is verified, causes are identified, and corrective actions are developed to prevent recurrence. The CLO provides responses to raised complaints and ensures discussions with the concerned parties. A Resolution Form is signed by the complainant, outlining agreed-upon actions and their completion timeline. However, if the Company fails to deliver any resolution for whatsoever reason, an approach to a second order is taken and a third-party mediator is engaged with the due consent of the complainant. If the second order mechanism does not yield resolution, the last resort is engaging legally with a court protocol, which can be initiated by either party. Complaints and grievances escalated to the third order mechanism are beyond Vedanta’s control of Vedanta and have no time limit due to lack of the company’s control over the resolution process. Each Vedanta Business Units maintains a record of all complaints and grievances received to assess nature, analyze any patterns, identify training needs and for further references. 4. Percentage of input material (inputs to total inputs by value) sourced from suppliers: FY 2024* FY 2023 Directly sourced from MSMEs/ small producers 7% 10% Sourced directly from within India 68% 49% * Includes tier-1 suppliers 368 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 369 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers employed on a permanent or non-permanent / on contract basis) in the following locations, as % of total wage cost. Location FY 2024 Current Financial Year* FY 2023 Previous Financial Year Rural 34.7% Data not collected Semi-Urban 1.4% Data not collected Urban 56.7% Data not collected Metropolitan 7.03% Data not collected * Data from Vedanta Zinc International, and Fujairah Gold have not been included in this calculation because these businesses are located outside India. This number is only reported for permanent employees and permanent workers, as the data collection with respect to job creation for other than permanent employees and workers is not feasible Leadership Indicators 1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference: Question 1 of Essential Indicators above): Details of negative social impact identified Corrective action taken Not applicable, as SIA conducted at Hindustan Zinc Limited is yet to be finalised by district authorities. 2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identified by government bodies: S. No. State Aspirational District Amount Spent (in `) 1 Jharkhand Bokaro 5,01,22,111 2 Chhattisgarh Korba 16,36,69,619.00 3 Odisha Kalahandi 56,26,07,481 4 Rajasthan Baran 75,00,000 5 Odisha Rayagada 56,88,000 6 Odisha Dhenkanal 18,00,000 7 Odisha Koraput 21,60,000 8 Uttarakhand Udham Singh Nagar 1,33,86,800 Total India 80,69,34,012 3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising marginalised /vulnerable groups? (Yes/No) Yes, Vedanta does have a preferential procurement policy in place to prioritise purchasing goods and services from suppliers belonging to marginalised or vulnerable groups This policy aims to promote economic empowerment and inclusion by providing opportunities for historically disadvantaged businesses or individuals. By actively engaging with suppliers from marginalised communities, we contribute to addressing social inequalities and fostering sustainable development. (b) From which marginalised /vulnerable groups do you procure? As part of Vedanta’s commitment to increase local procurement, preferential procurement policies have been implemented at Cairn India, TSPL, and FACOR. We have collaborated with numerous marginalised and women groups such as micro-vendors and women self-help-groups at Cairn’s Ravva operations. (c) What percentage of total procurement (by value) does it constitute? Less than 0.01% of the total procurement spend constitutes procurement from marginalised/vulnerable groups. 4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current financial year), based on traditional knowledge: S. No. Intellectual Property based on traditional knowledge Owned/ Acquired (Yes/No) Benefit shared (Yes / No) Basis of calculating benefit share Not Applicable to Vedanta 5. Details of corrective actions taken or underway, based on any adverse order in intellectual property. Name of Authority Brief of the case Corrective action taken Not Applicable to Vedanta 6. Details of beneficiaries of CSR Projects: In the below table we have showcased our key significant CSR projects, At Vedanta we have more than 200 CSR projects. Some of the key projects are mentioned below- S. No. CSR Projects No. of persons benefitted from CSR Projects %of beneficiaries from vulnerable and marginalised groups 1 Aarogya 7,540 100% 2 Nand Ghar: Women Empowerment and Community Development 4,39,861 100% 3 Swajal: Environment Community Development 18,075 100% 4 Mobile Health Unit 8,430 58% 5 Restoration of community ponds 7,920 60% 6 Drinking water projects 1,05,675 65% 7 Off grid Electricity Solutions 14,500 100% 8 Unnati 5,590 100% 9 Swajal: Environment Community Development 18,075 100% 10 Nirman: Community Development 3,200 100% PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner. Essential Indicators 1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback. Vedanta maintains a Technical Standard for Grievance Mechanisms, which outlines the procedures for addressing concerns raised by external stakeholders, including customers. Additionally, we offer the "Vedanta Metal Bazaar" portal (https://www.vedantalimited.com/eng/customers.php) providing customers with a platform to voice their concerns and file complaints. Upon submission, relevant teams are notified via email, and our team conducts a Root Cause Analysis (RCA), implementing appropriate actions for resolution. Customers are granted access to track their complaints and provide consent for closure. Furthermore, Vedanta proactively identifies any potential gaps in customer experience through satisfaction surveys and regular meetings. Swift actions are then taken to rectify these issues and ensure customer satisfaction. To enhance accessibility, our contact information, including address and telephone numbers, is prominently displayed on the Company website (available at https://www.vedantalimited.com/eng/investor-relations-contact.php and https://www. vedantalimited.com/eng/contact.php). All feedback and inputs received are recorded, along with closure details, for future training and reference purposes. UN SDG mapped: 370 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 371 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about: As a percentage to total turnover Environmental and social parameters relevant to the product 28.5% Safe and responsible usage 24% Recycling and/or safe disposal 3.75% 3. Number of consumer complaints in respect of the following: FY 2024 Remarks FY 2023* Remarks Received during the year Pending resolution at end of year Received during the year Pending resolution at end of year Data privacy 0 0 - 0 0 No Complaints received Advertising 0 0 No Complaints received - - - Cyber-security 0 0 No Complaints received 0 0 No Complaints received Delivery of essential services 0 0 No Complaints received - - - Restrictive Trade Practices 0 0 No Complaints received - - - Unfair Trade Practices 0 0 No Complaints received - - - Other 300 21 - - - - 4. Details of instances of product recalls on account of safety issues: Number Reasons for recall Voluntary Recalls 0 NA Forced Recalls 0 NA 5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy. Yes. Vedanta’s comprehensive Information Security Management Framework outlined in IT Disclosure Cybersecurity 2022. pdf (vedantalimited.com) on our website. This framework comprises policies, Standard Operating Procedures (SOP), and technology standards. Annually, Vedanta's information security team evaluates and updates this framework. Cybersecurity is identified as a principal risk within the overall enterprise risk management framework, with potential implications for people, the environment, the community, and operational performance. Oversight of cybersecurity governance falls under the purview of the Board Committee-Audit and Risk Committee, led by the Group Chief Information Officer (CIO), who is tasked with defining the cybersecurity vision, strategy, and program execution to ensure data protection. The Company's information security framework is informed by several key factors: • Internationally recognised Information Security Management Frameworks and Standards • Relevant regulatory requirements • Risk assessment and control matrices established within the risk management process • Alignment of information security objectives with business objectives • Incorporation of prevailing best practices • Utilisation of Security Threat Intelligence Information security operations at Vedanta encompass various processes, including: • Vulnerability management • Information security administration • Incident management and response, covering both Cyber and Data Incidents • Disaster recovery and business continuity planning. Vedanta's Business Units are ISO Certified Organisations and have implemented an integrated management system (IMS) aligned with International Standards ISO 27001:2013, ISO 22301:2019, and ISO 31000:2018. They continuously strive to uphold and enhance this system. To report any suspicious activity related to information security, e-mails need to be sent to gc@vedanta.co.in. All reports undergo investigation by the Chief Information Security Officer(CISO), and appropriate measures are undertaken accordingly to address them. Furthermore, all new joiners are required to participate in cybersecurity training upon onboarding, and annual training sessions covering IT risks, data protection policies and practices, are provided to all employees. Business units also perform dip-stick assessments to assess users' awareness levels through periodic tests and quizzes. Communications within the organisation are adjusted based on the effectiveness of these assessments and targeted training initiatives. 6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on safety of products / services. Vedanta takes all the issues related customer satisfaction very seriously. We take corrective actions as per the severity of the matter. Details on corrective actions taken are given below: Corrective actions regarding delivery of essential services: • Quality control procedures were enhanced with more checkpoints to address complaints and improve cleanliness of the facilities. • GPS is being implemented for all inbound and outbound movements, along with automatic email alerts in case of delays. Corrective actions against Data Privacy issues: • Training on cybersecurity measures and its importance to 100% of the employees to reduce further incidents. 7. Provide the following information relating to data breaches: a. Number of instances of data breaches: 0 b. Percentage of data breaches involving personally identifiable information of customers: Not Applicable c. Impact, if any, of the data breaches: Not Applicable Leadership Indicators 1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available). All the customers are provided with the Material Safety Data Sheet (MSDS), Restriction of Hazardous Substances Directive (ROHS) declaration, Environmental Product Declaration (EPD) declaration and other required documents. For Information on the product and Business Units can be accessed from the company’s website: https://www.vedantalimited.com/eng/ businesses-overview.php and metal bazar: https://vedantametalbazaar.com/ Additionally, the company uses multi-modal means of communication, such as: e-mail, webinars, phone, on-line platroms to connect with their customers and providing information related to its products and services. 2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services. We provide our customers a Material Safety Data Sheet (MSDS) on request. This sheet contains all the relevant information about the product and its usages. For instance: At Cairn: MSDS is shared with Cairn’s buyers during sales agreement, which is also available online on Cairn’s website. Registration Evaluation, Authorisation and Restriction of Chemicals (REACH), Restriction of Hazardous Substances Directive (ROHS) declaration, Environmental Product Declaration (EPD) declaration and other required documents are also shared. We continuously engage with the customers to ensure safe and responsible usage of our products. At HZL: The business unit continuously engage with the customers to ensure safe and responsible usage of our products. It conducts studies on its product applications in various sectors to produce value added products and improved services for the relevant customers. 372 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 373 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 APPENDIX TO SECTION – A QUESTION 13 S.No. Entities and Sites Included Status 1 Vedanta Limited The Company Iron Ore Odisha Site Value Added Business Site Karnataka Iron Ore Mines (IOK) Site Iron Ore Goa (IOG) Site Sesa Coke Vazare (SMCV) Site Sterlite Copper – Silvassa Site Sterlite copper- Tuticorin Site Vedanta Aluminium limited - Jharsuguda Site Vedanta Aluminium limited -Lanjigarh Site Cairn oil & gas -RJ-North (Mangla, Bhagyam, Aishwarya) Site Cairn oil & gas -RJ South Site Cairn oil & gas -RJ-North (Midstream) Cairn oil & gas- Ravva Site Cairn oil & gas- Suvali Site Cairn oil & gas- Jaya, Cambay Site Cairn oil & gas- Assam operations Site 2 Hindustan Zinc Limited (HZL) Subsidiary of the Company Rampura Agucha Mine Site Zawar Mines Site Rajpura Dariba Mine (RDM) Site Sindesar Khurd Mine (SKM) Site Dariba Smelter Complex (DSC) Site Chanderia Smelters Site Kayad Mines Site Debari Site Pantnagar Site 3 Cairn Energy Hydrocarbons Ltd Subsidiary of the Company 4 ESL Steels Limited Subsidiary of the Company ESL Plant, Bokaro Site 5 Ferro Alloy Corporation Limited (FACOR) Subsidiary of the Company FACOR CCP & Power plant, Bhadrak Site Ostapal mines Site Kalaringita mines Site 6 Bharat Aluminium Company Limited (BALCO) Subsidiary of the Company Smelters and Power plants,Korba Site Chotia Mines Site 7 MALCO Energy Limited (MEL) Subsidiary of the Company Nicomet, Goa Site Sesa Coke, Gujarat Site 8 Vizag General Cargo Berth Private Limited Subsidiary of the Company VGCB Port Facility Site 9 Talwandi Sabo Power Limited Subsidiary of the Company Power plant-Mansa Site 10 Black Mountain Mining (Pty) Limited Subsidiary of the Company Vedanta Zinc International - Gamsberg Site Vedanta Zinc International – Black Mountain Mines Site 11 Fujairah Gold FZE Subsidiary of the Company Fujairah Gold, UAE Site 3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services. We communicate via email to our internal customers regarding any issues arising from breakdowns or low productivity. Further quality-related variations are also reported in advance to the customers so that they can make alternative contingency plans. Our contracts include a force majeure clause, enabling both Vedanta and our Customers to exercise their rights in events beyond either party’s control. 4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not Applicable) If yes, provide details in brief.Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No) With respect to products manufactured by Vedanta Limited, there is no Indian regulatory mandate to display any product information thereon, Hence, this requirement is not applicable. However, for some of our products we may follow specific country guidelines for the labelling specifications. Each business as part of their routine customer engagements, seek feedback. These surveys check for satisfaction on several parameters such as product quality, packaging, delivery efficiency, contracting processes, and complaint handling. 374 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 375 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 INDEPENDENT AUDITOR’S REASONABLE ASSURANCE REPORT ON IDENTIFIED SUSTAINABILITY INFORMATION IN VEDANTA LIMITED’S BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR CORE) To the Board of Directors of Vedanta Limited We have undertaken to perform a reasonable assurance engagement for Vedanta Limited (the ‘Company’), its Legal Entities and their Sites (the ‘Group’), the details of which are as described in the “Scope, Boundary and Limitations” paragraph given below, vide agreement dated 09 January 2024 in respect of the agreed Sustainability Information listed below in accordance with the “Criteria” stated below. This Sustainability Information is as included in the Business Responsibility and Sustainability Report (‘BRSR’) of the Group for the year ended 31 March 2024. This engagement was conducted by a multidisciplinary team, including professionals with suitable skills and experience in auditing environmental, social, and economic information (Chartered Accountants, Company Secretary, Lawyer, Engineers and Environment Professionals). Identified Sustainability Information The Identified Sustainability Information for the year ended 31 March 2024 is summarized below: The Identified Sustainability Information of the Group are the nine Key Performance Indicators out of BRSR of the Group for the year ended 31 March 2024 (‘BRSR Core’). Our reasonable assurance engagement was with respect to the year ended 31 March 2024 information only unless otherwise stated and we have not performed any procedures with respect to earlier periods and, therefore, do not express any opinion thereon. We have also issued a Limited Assurance Report on rest of the elements included in BRSR of the Group, vide our report dated 17 June 2024. Criteria The Criteria used by the Group to prepare the BRSR Core is summarized below: The Group prepared the BRSR Core based on the requirements of: • Regulation 34(2)(f) of the Securities and Exchange Board of India (the “SEBI”) (Listing Obligations and Disclosure Requirements Regulations, 2015 (as amended); • Annexure I of SEBI’s Circular no. SEBI/HO/CFD/CFD-SEC- 2/P/CIR/2023/122, dated 12 July 2023, (prescribing the format of BRSR Core); • Annexure II of SEBI’s Circular no. SEBI/HO/CFD/CFD-SEC- 2/P/CIR/2023/122, dated 12 July 2023, (prescribing the format of BRSR (Revised), including BRSR Core); • Annexure II of the SEBI’s Circular no. SEBI/HO/CFD/CMD- 2/P/CIR/2021/562, dated 10 May 2021, (the Guidance Note for the pre-revised BRSR Format); and • Nine Principles of the National Guidelines on Responsible Business Conduct, 2019 (‘NGRBC Guidelines’), issued by the Ministry of Corporate Affairs (‘MCA’). Management’s Responsibilities The Group’s management is responsible for establishing the “Criteria” for preparing BRSR Core, taking into account applicable Laws and Regulations, if any, related to reporting on BRSR Core, identification of key aspects, engagement with stakeholders, content, preparation and presentation of BRSR Core in accordance with the “Criteria”. This responsibility includes design, implementation and maintenance of internal controls relevant to the preparation of BRSR, including BRSR Core and the measurement of BRSR Core, which is free from material misstatement, whether due to fraud or error. Inherent limitations The absence of a significant body of established practice on which to draw to evaluate and measure non-financial information allows for different, but acceptable, measures and measurement techniques and can affect comparability between entities. Our Independence and Quality Control We have complied with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (‘IESBA Code’), which is founded on fundamental principles of integrity, objectivity, professional competence, and due care, confidentiality, and professional behavior. Our firm applies International Standard on Quality Management (‘ISQM’) 1, “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements” and accordingly maintains a comprehensive system of quality management, including documented policies and procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements. Our Responsibility Our responsibility is to express a reasonable assurance opinion on BRSR Core with respect to the Entities/ Sites covered in the “Scope, Boundary, and Limitations” paragraph given below, based on the procedures we have performed and evidence we have obtained. We conducted our engagement in accordance with the International Standard on Assurance Engagements (‘ISAE’) 3000 (Revised), “Assurance Engagements other than Audits or Reviews of Historical Financial Information”, issued by the International Auditing and Assurance Standards Board. This standard requires that we plan and perform our engagement to obtain reasonable assurance about whether BRSR Core are prepared, in all material respects, in accordance with the Reporting “Criteria”. A reasonable assurance engagement involves assessing the risks of material misstatement of BRSR Core whether due to fraud or error, responding to the assessed risks as necessary in the circumstances. We also followed the data and assurance approach provided under Annexure I of SEBI’s Circular no. SEBI/HO/CFD/CFD- SEC-2/P/CIR/2023/122, dated 12 July 2023, prescribing the format of BRSR Core. Scope, Boundary and Limitations Scope and Boundary • The scope of our reasonable assurance covers BRSR Core for the period 1 April 2023 to 31 March 2024. • Out of the boundary used for the preparation of the audited Consolidated Financial Statements of the Group for the Financial Year 2023-24, the boundary used for the purpose of preparation of BRSR Core includes the data and the information of the Group, as mentioned in point no. 13 of Section A: General Disclosures of BRSR of the Group for the Financial Year 2023-24. The following categories of Entities/Sites are not considered for the purpose of preparation of BRSR Core: – newly incorporated Entities or Entities/Sites operational for less than 12 months; – non-operational/ intermittent operational Entities/Sites; and – Entities/Sites discontinued or outsourced. Rest of the Entities/Sites considered for the preparation of BRSR Core are as per the management’s assessment of materiality, the details of which are given in the Appendix to this Report. • The data review and validation of these Entities/ Sites was performed through physical site visits and/or together with desktop reviews. Limitations Our reasonable assurance scope excludes the following and therefore we do not express an opinion on the same: • Operations of the Group other than those covered in the “Scope and Boundary”. • Aspects of BRSR and the data/information (qualitative or quantitative) other than BRSR Core. • Data and information outside the defined reporting period i.e., Financial Year 2023-24. • The statements that describe expression of opinion, belief, aspiration, expectation, aim, or future intentions provided by the Group. • Data related to Group’s financial performance, strategy and other related linkages expressed in the Group’s Integrated Report and Annual Accounts FY 2023-24 or any other Report, containing BRSR Core. • Effectiveness of management’s internal controls of the Group, while we considered the same when determining the nature and extent of our procedures; however, our reasonable assurance engagement was not designed to provide assurance on these internal controls. • The Group’s compliance with Acts, Regulations and Guidelines, other than those as specified in BRSR Core. • The GHG footprint, Water footprint, Energy footprint and details of the Waste Management with respect to the following, based on management’s assessment of being immaterial to the Group’s reporting: – The Corporate Offices with respect to the Entities as mentioned in the “Scope and Boundary”. – Guesthouses and Colonies being owned and maintained by the Group. Assurance Procedures The procedures we performed were based on our professional judgment and included inquiries, observation of processes performed, inspection of documents, evaluating the appropriateness of quantification methods and reporting policies, analytical procedures and agreeing or reconciling with underlying records. Given the circumstances of the engagement, in performing the procedures listed above, we: • Obtained an understanding of the Group’s business activities, processes and its operating locations, as identified by the Group. • Interviewed people involved to understand the reporting process, governance, data management systems and controls in place during the reporting period. • Performed substantive testing on a sample basis of BRSR Core for the Entities/ Sites, as covered in the “Scope, Boundary and Limitations” to verify whether the data was appropriately recorded, collated, measured and reported with underlying supporting documents. • Checked the consolidation for the Entities/ Sites as covered in the “Scope, Boundary and Limitations” for ensuring the completeness of data being reported. • Assessed the level of adherence of the “Criteria”, as mentioned above by the Group while reporting. 376 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 377 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 • Verified the financial numbers, which are also used for BRSR Core from the Integrated Report and Annual Accounts FY 2023-24. • Assessed the appropriateness of various assumptions, estimations and thresholds used by the Group in the preparation of BRSR Core. • Undertook analytical review procedures to support the reasonableness of the data used in BRSR Core. • Obtained written representations from Group’s Management. Opinion Based on the procedures we have performed and the evidence we have obtained, BRSR Core for the year ended 31 March 2024 are prepared in all material respects, in accordance with the “Criteria”. Emphasis of Matter We draw your attention to the following matters: • The “Scope, Boundary and Limitations” in this report and the boundary, as mentioned in point no. 13 of Section A: General Disclosures of BRSR. These Entities/ Sites are considered for the reporting in BRSR as per the management’s assessment of materiality. • The financial numbers used in some of the indicators of the BRSR Core are extracted from the Integrated Report and Annual Accounts FY 2023-24 and hence are not audited by us. While the financial numbers related to certain entities include inter-company consolidation adjustments as per the applicable financial reporting framework (net figures), the non-financial data used in some of the indicators of the BRSR Core related to these entities are given without adjustments (gross figures). Further, some of the Entities/ Sites are considered for the purpose of said financial numbers, which may have been excluded from the “Scope, Boundary and Limitations”. • Some of the entities are considered for the purpose of preparation of the BRSR Core on full consolidation method, without adjusting for minority interest in the relevant group entity, based on operational control, as assessed by the management. • The Non-Financial Reporting System used by the Group in the preparation of BRSR Core is in the advanced stage of implementation and is in the process of being integrated with other Financial and Non-Financial Reporting Systems of the Group. • For the purpose of reporting under Principle 1.9 (Essential Indicator) of BRSR with respect to ‘number of trading houses where purchases are made from’ and ‘number of dealers and distributors to whom sales are made’, the data provided includes some duplicate numbers. The Company is in the process of setting up the mechanism to capture the required data going forward. • For the purpose of reporting under Principle 3.1(c) (Essential Indicator) of BRSR with respect to ‘spending on measures towards well-being of employees’, the data for other than permanent workers have not been considered due to non-availability of information. The Company is in the process of setting up the mechanism to capture the required data going forward. • For the purpose of reporting under Principle 8.5 (Essential Indicator) of BRSR with respect to ‘Job creation in smaller towns’, the data for other than permanent employees and other than permanent workers have not been considered due to non-availability of information. The Company is in the process of setting up the mechanism to capture the required data going forward. Our opinion is not modified in respect of these matters. For Mazars Advisory LLP Firm Registration No.: AAI-2887 Sarika Gosain Partner Gurugram 17 June 2024 Appendix to the Independent Auditor’s Reasonable Assurance Report on Identified Sustainability Information in Vedanta Limited’s Business Responsibility and Sustainability Report (BRSR Core) S.No. Entities and Sites Included Status 1 Vedanta Limited The Company Iron Ore Odisha Site Value Added Business Site Karnataka Iron Ore Mines (IOK) Site Iron Ore Goa (IOG) Site Sesa Coke Vazare (SMCV) Site Sterlite Copper – Silvassa Site Sterlite copper- Tuticorin Site Vedanta Aluminium limited - Jharsuguda Site Vedanta Aluminium limited -Lanjigarh Site Cairn oil & gas -RJ-North (Mangla, Bhagyam, Aishwarya) Site Cairn oil & gas -RJ South Site Cairn oil & gas -RJ-North (Midstream) Cairn oil & gas- Ravva Site Cairn oil & gas- Suvali Site Cairn oil & gas- Jaya, Cambay Site Cairn oil & gas- Assam operations Site 2 Hindustan Zinc Limited (HZL) Subsidiary of the Company Rampura Agucha Mine Site Zawar Mines Site Rajpura Dariba Mine (RDM) Site Sindesar Khurd Mine (SKM) Site Dariba Smelter Complex (DSC) Site Chanderia Smelters Site Kayad Mines Site Debari Site Pantnagar Site 3 Cairn Energy Hydrocarbons Ltd Subsidiary of the Company 4 ESL Steels Limited Subsidiary of the Company ESL Plant, Bokaro Site 5 Ferro Alloy Corporation Limited (FACOR) Subsidiary of the Company FACOR CCP & Power plant, Bhadrak Site Ostapal mines Site Kalaringita mines Site 6 Bharat Aluminium Company Limited (BALCO) Subsidiary of the Company Smelters and Power plants,Korba Site Chotia Mines Site 7 MALCO Energy Limited (MEL) Subsidiary of the Company Nicomet, Goa Site Sesa Coke, Gujarat Site 8 Vizag General Cargo Berth Private Limited Subsidiary of the Company VGCB Port Facility Site 9 Talwandi Sabo Power Limited Subsidiary of the Company Power plant-Mansa Site 10 Black Mountain Mining (Pty) Limited Subsidiary of the Company Vedanta Zinc International - Gamsberg Site Vedanta Zinc International – Black Mountain Mines Site 11 Fujairah Gold FZE Subsidiary of the Company Fujairah Gold, UAE Site 378 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 379 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 INDEPENDENT AUDITOR’S LIMITED ASSURANCE REPORT ON IDENTIFIED SUSTAINABILITY INFORMATION IN VEDANTA LIMITED’S BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (INDICATORS OTHER THAN BRSR CORE) To the Board of Directors of Vedanta Limited We have undertaken to perform a limited assurance engagement for Vedanta Limited (the ‘Company’), its Legal Entities and their Sites (the ‘Group’), the details of which are as described in the “Scope, Boundary and Limitations” paragraph given below, vide agreement dated 09 January 2024 in respect of the agreed Sustainability Information listed below in accordance with the “Criteria” stated below. This Sustainability Information is as included in the Business Responsibility and Sustainability Report (‘BRSR’) of the Group for the year ended 31 March 2024. This engagement was conducted by a multidisciplinary team, including professionals with suitable skills and experience in auditing environmental, social, and economic information (Chartered Accountants, Company Secretary, Lawyer, Engineers and Environment Professionals). Identified Sustainability Information The Identified Sustainability Information for the year ended 31 March 2024 is summarized below: The Identified Sustainability Information of the Group are the Indicators other than BRSR Core of the Group for the year ended 31 March 2024. Our limited assurance engagement was with respect to the year ended 31 March 2024 information only unless otherwise stated and we have not performed any procedures with respect to earlier periods and, therefore, do not express any limited assurance conclusion thereon. We have also issued a Reasonable Assurance Report on BRSR Core of the Group, vide our report dated 17 June 2024. Criteria The Criteria used by the Group to prepare the Indicators other than BRSR Core is summarized below: The Group prepared Indicators other than BRSR Core based on the requirements of: • Regulation 34(2)(f) of the Securities and Exchange Board of India (the “SEBI”) (Listing Obligations and Disclosure Requirements Regulations, 2015 (as amended); • Annexure I of SEBI’s Circular no. SEBI/HO/CFD/CFD-SEC- 2/P/CIR/2023/122, dated 12 July 2023, (prescribing the format of BRSR Core); • Annexure II of SEBI’s Circular no. SEBI/HO/CFD/CFD-SEC- 2/P/CIR/2023/122, dated 12 July 2023, (prescribing the format of BRSR (Revised), including BRSR Core); • Annexure II of the SEBI’s Circular no. SEBI/HO/CFD/CMD- 2/P/CIR/2021/562, dated 10 May 2021, (the Guidance Note for the pre-revised BRSR Format); and • Nine Principles of the National Guidelines on Responsible Business Conduct, 2019 (‘NGRBC Guidelines’), issued by the Ministry of Corporate Affairs (‘MCA’). Management’s Responsibilities The Group’s management is responsible for establishing the “Criteria” for preparing Indicators other than BRSR Core, taking into account applicable Laws and Regulations, if any, related to reporting on Indicators other than BRSR Core, identification of key aspects, engagement with stakeholders, content, preparation and presentation of Indicators other than BRSR Core in accordance with the “Criteria”. This responsibility includes design, implementation and maintenance of internal controls relevant to the preparation of BRSR, including Indicators other than BRSR Core and the measurement of Indicators other than BRSR Core, which is free from material misstatement, whether due to fraud or error. Inherent limitations The absence of a significant body of established practice on which to draw to evaluate and measure non-financial information allows for different, but acceptable, measures and measurement techniques and can affect comparability between entities. Our Independence and Quality Control We have complied with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (‘IESBA Code’), which is founded on fundamental principles of integrity, objectivity, professional competence, and due care, confidentiality, and professional behavior. Our firm applies International Standard on Quality Management (‘ISQM’) 1, “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements” and accordingly maintains a comprehensive system of quality management, including documented policies and procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements. Our Responsibility Our responsibility is to express a limited assurance conclusion on Indicators other than BRSR Core with respect to the Entities/ Sites covered in the “Scope, Boundary, and Limitations” paragraph given below, based on the procedures we have performed and evidence we have obtained. We conducted our engagement in accordance with the International Standard on Assurance Engagements (‘ISAE’) 3000 (Revised), “Assurance Engagements other than Audits or Reviews of Historical Financial Information”, issued by the International Auditing and Assurance Standards Board. This standard requires that we plan and perform our engagement to obtain limited assurance about whether Indicators other than BRSR Core are free from material misstatement. A limited assurance engagement involves assessing the suitability in the circumstances of the Company’s use of the Criteria as the basis for the preparation of Indicators other than BRSR Core whether due to fraud or error, responding to the assessed risks as necessary in the circumstances, and evaluating the overall presentation of the Indicators other than the BRSR Core. A limited assurance engagement is substantially less in scope than a reasonable assurance engagement in relation to both the risk assessment procedures, including an understanding of internal controls, and the procedures performed in response to the assessed risks. Scope, Boundary and Limitations Scope and Boundary • The scope of our limited assurance covers the Indicators other than BRSR Core for the period 1 April 2023 to 31 March 2024. • Out of the boundary used for the preparation of the audited Consolidated Financial Statements of the Group for the Financial Year 2023-24, the boundary used for the purpose of preparation of Indicators other than BRSR Core includes the data and the information of the Group, as mentioned in point no. 13 of Section A: General Disclosures of BRSR of the Group for the Financial Year 2023-24. The following categories of Entities/Sites are not considered for the purpose of preparation of Indicators other than BRSR Core: – newly incorporated Entities or Entities/Sites operational for less than 12 months; – non-operational/ intermittent operational Entities/Sites; and – Entities/Sites discontinued or outsourced. Rest of the Entities/Sites considered for the preparation of Indicators other than BRSR Core are as per the management’s assessment of materiality, the details of which are given in the Appendix to this Report. • The data review and validation of these Entities/ Sites was performed through physical site visits and/or together with desktop reviews. Limitations Our limited assurance scope excludes the following and therefore we do not express a limited assurance conclusion on the same: • Operations of the Group other than those covered in the “Scope and Boundary”. • Aspects of BRSR and the data/information (qualitative or quantitative) other than Indicators other than BRSR Core. • Data and information outside the defined reporting period i.e., Financial Year 2023-24. • The statements that describe expression of opinion, belief, aspiration, expectation, aim, or future intentions provided by the Group. • Data related to Group’s financial performance, strategy and other related linkages expressed in the Group’s Integrated Report and Annual Accounts FY 2023-24 or any other Report, containing Indicators other than BRSR Core. • Effectiveness of management’s internal controls of the Group, while we considered the same when determining the nature and extent of our procedures; however, our limited assurance engagement was not designed to provide assurance on these internal controls. • The Group’s compliance with Acts, Regulations and Guidelines, other than those as specified in Indicators other than BRSR Core. • Details of Scope 3 emissions. Assurance Procedures The procedures we performed were based on our professional judgment and included inquiries, observation of processes performed, inspection of documents, evaluating the appropriateness of quantification methods and reporting policies, analytical procedures and agreeing or reconciling with underlying records. Given the circumstances of the engagement, in performing the procedures listed above, we: • Obtained an understanding of the Group’s business activities, processes and its operating locations, as identified by the Group. • Interviewed people involved to understand the reporting process, governance, data management systems and controls in place during the reporting period. • Performed limited substantive testing on a sample basis of Indicators other than BRSR Core for the Entities/ Sites, as covered in the “Scope, Boundary and Limitations” to verify whether the data was appropriately recorded, collated, measured and reported with underlying supporting documents. 380 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 381 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 • Checked the consolidation for the Entities/ Sites as covered in the “Scope, Boundary and Limitations” for ensuring the completeness of data being reported. • Assessed the level of adherence of the “Criteria”, as mentioned above by the Group while reporting. • Verified the financial numbers which are also used for Indicators other than BRSR Core from the Integrated Report and Annual Accounts FY 2023-24. • Assessed the appropriateness of various assumptions, estimations and thresholds used by the Group in the preparation of Indicators other than BRSR Core. • Undertook analytical review procedures to support the reasonableness of the data used in Indicators other than BRSR Core. • Obtained written representations from Group’s Management. The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement. Accordingly, we do not express a reasonable assurance opinion about whether the Indicators other than BRSR Core have been prepared, in all material respects, in accordance with the Criteria. Limited Assurance Conclusion Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention that causes us to believe that the Company’s Indicators other than BRSR Core included in the BRSR for the year ended 31 March 2024 are not prepared, in all material respects, in accordance with the “Criteria”. Emphasis of Matter We draw your attention to the following matters: • The “Scope, Boundary and Limitations” in this report and the boundary, as mentioned in point no. 13 of Section A: General Disclosures of BRSR. These Entities/ Sites are considered for the reporting in BRSR as per the management’s assessment of materiality. • The financial numbers used in some of the Indicators other than BRSR Core are extracted from the Integrated Report and Annual Accounts FY 2023-24 and hence are not audited by us. While the financial numbers related to certain entities include inter-company consolidation adjustments as per the applicable financial reporting framework (net figures), the non-financial data used in some of the Indicators other than BRSR Core related to these entities are given without adjustments (gross figures). Further, some of the Entities/ Sites are considered for the purpose of said financial numbers, which may have been excluded from the “Scope, Boundary and Limitations”. • Some of the entities are considered for the purpose of preparation of the Indicators other than BRSR Core on full consolidation method, without adjusting for minority interest in the relevant group entity, based on operational control, as assessed by the management. • The Non-Financial Reporting System used by the Group in the preparation of Indicators other than BRSR Core is in the advanced stage of implementation and is in the process of being integrated with other Financial and Non- Financial Reporting Systems of the Group. • The disclosures with respect to Value Chain Partners have been provided considering Tier 1 upstream Value Chain Partners only. • For the purpose of reporting under Principle 3.8 (Essential Indicator) and Principle5.1 (Essential Indicator) with respect to ‘details of training given to employees and workers on Health and Safety measures and skill upgradation’ and ‘Employees and workers who have been provided training on human rights issues and policy(ies) of the entity’ respectively, the given percentage is more than 100%, owing to the fact that employees and workers have attended multiple trainings on the same topic and have been counted more than once. The Company is in the process of setting up the mechanism to capture the required data going forward. • For the purpose of reporting under Principle 5.3(a) (Essential Indicator) with respect to ‘Details of remuneration/salary/wages’, the details of median of remuneration paid to workers has not been provided due to non-availability of information. The Company is in the process of setting up the mechanism to capture the required data going forward. Our limited assurance conclusion is not modified in respect of these matters. Restriction on Use Our limited assurance report has been prepared and addressed to the Board of Directors of the Company at the request of the company solely to assist the Company in reporting on the Group’s Sustainability performance and activities. Our deliverables should not be used for any other purpose or by any person other than the addressees of our deliverables. For Mazars Advisory LLP Firm Registration No.: AAI-2887 Sarika Gosain Partner Gurugram 17 June 2024 Independent Auditor’s Limited Assurance Report on Identified Sustainability Information in Vedanta Limited’s Business Responsibility And Sustainability Report (Indicators Other Than BRSR Core) S.No. Entities and Sites Included Status 1 Vedanta Limited The Company Iron Ore Odisha Site Value Added Business Site Karnataka Iron Ore Mines (IOK) Site Iron Ore Goa (IOG) Site Sesa Coke Vazare (SMCV) Site Sterlite Copper – Silvassa Site Sterlite copper- Tuticorin Site Vedanta Aluminium limited - Jharsuguda Site Vedanta Aluminium limited -Lanjigarh Site Cairn oil & gas -RJ-North (Mangla, Bhagyam, Aishwarya) Site Cairn oil & gas -RJ South Site Cairn oil & gas -RJ-North (Midstream) Cairn oil & gas- Ravva Site Cairn oil & gas- Suvali Site Cairn oil & gas- Jaya, Cambay Site Cairn oil & gas- Assam operations Site 2 Hindustan Zinc Limited (HZL) Subsidiary of the Company Rampura Agucha Mine Site Zawar Mines Site Rajpura Dariba Mine (RDM) Site Sindesar Khurd Mine (SKM) Site Dariba Smelter Complex (DSC) Site Chanderia Smelters Site Kayad Mines Site Debari Site Pantnagar Site 3 Cairn Energy Hydrocarbons Ltd Subsidiary of the Company 4 ESL Steels Limited Subsidiary of the Company ESL Plant, Bokaro Site 5 Ferro Alloy Corporation Limited (FACOR) Subsidiary of the Company FACOR CCP & Power plant, Bhadrak Site Ostapal mines Site Kalaringita mines Site 6 Bharat Aluminium Company Limited (BALCO) Subsidiary of the Company Smelters and Power plants,Korba Site Chotia Mines Site 7 MALCO Energy Limited (MEL) Subsidiary of the Company Nicomet, Goa Site Sesa Coke, Gujarat Site 8 Vizag General Cargo Berth Private Limited Subsidiary of the Company VGCB Port Facility Site 9 Talwandi Sabo Power Limited Subsidiary of the Company Power plant-Mansa Site 10 Black Mountain Mining (Pty) Limited Subsidiary of the Company Vedanta Zinc International - Gamsberg Site Vedanta Zinc International – Black Mountain Mines Site 11 Fujairah Gold FZE Subsidiary of the Company Fujairah Gold, UAE Site 382 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENT 383 Business Responsibility & Sustainability Report VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 INDEPENDENT AUDITOR’S REPORT To the Members of Vedanta Limited Report on the Audit of the Consolidated Financial Statements Opinion We have audited the accompanying consolidated Ind AS 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, joint ventures and joint operation comprising of the consolidated Balance sheet as at 31 March 2024, the consolidated Statement of Profit and Loss, including other comprehensive income, the consolidated Cash Flow Statement and the consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated financial statements, including a summary of material 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, joint ventures and joint operation, 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, joint ventures and joint operation as at 31 March 2024, 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 operation 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. Emphasis of Matter We draw attention to Note 4(A) of the consolidated financial statements, with respect to accounting for an acquisition approved by the National Company Law Tribunal, Hyderabad Bench, overriding the applicable Ind-AS requirements. Further as stated in the aforesaid note, the comparative financial information for the year ended 31 March 2023 has also been restated to give effect to the terms of merger. Our opinion is not modified in respect of this matter. 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 31 March 2024. 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(I), 42(J), 42(L), 42(M), 42(N) of the consolidated Ind AS financial statements) The Group has undertaken transactions with related party, Vedanta Resources Limited (‘VRL’), its intermediate holding company and its affiliates including loan, payment of brand and strategic management fee, agency commission and guarantees commission. Accounting and disclosure of such related party transactions has been identified as a key audit matter due to a) Significance of such related party transactions; b) Risk of such transactions being executed without proper authorizations; c) Judgments and estimation involved in determination of fair value of loans 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. Our procedures included the following: • Obtained and read the Group’s policies, processes and procedures in respect of identification of such related parties in accordance with relevant laws and standards, obtaining approval, recording and disclosure of related party transactions and identified key controls. For selected controls we have performed tests of controls. • Tested such related party transactions and balances with the underlying contracts, confirmation letters and other supporting documents provided by the Group. • Examined the approvals / modification of the transactions by the board and/or audit committee. • Obtained and assessed management evaluation of the modification of the terms and its implications with regards to the regulatory requirements and Ind AS 109. . • 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. • Tested the methodology adopted by the Group for determination of subsequent credit losses/(reversals) on loans to parent company and its affiliates. • Engaged valuation experts to 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 and exploration intangible assets under development (as described in note 3(a)(G), 3(a)(H)(ii), 3(c)(A)(i), 3(c)(A)(iii), 3(c)(A)(v), 3(c)(A)(vi), 6 and 36 of the consolidated Ind AS financial statements) As at 31 March 2024, the Group had significant amounts of property, plant and equipment, capital work in progress and exploration intangible assets under development which were carried at historical cost less depreciation. We focused our efforts on the Cash Generating Unit (“CGU”) at (a) Tuticorin within the copper segment; (b) Rajasthan block within the oil & gas segment and (c) Western Cluster Limited in Liberia within the Iron Ore segment 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: • The significance of the carrying value of assets being assessed. • The fact that the assessment of the recoverable amount of the Group’s CGU involves significant judgements about the future cash flow forecasts, scrap value / Depreciated Replacement Cost, price, production forecasts and the discount rate that is applied. • The withdrawal of the Holding Company’s licenses to operate the copper plant and unfavorable order of the Hon’ble Supreme Court of India, leading to an impairment charge of ` 746 crore. • The revision to brent oil assumptions up to 2040 due to increased demand. • Changes in production forecasts due to adjustments in the future reserve estimates. Our audit procedures included the following: • Obtained and read the Group’s policies, processes and procedures in respect of identification of impairment indicators, recording and disclosure of impairment charge / (reversal) and identified key controls. For selected controls we have performed tests of controls. • •Assessed through an analysis of internal and external factors impacting the Group, whether there were any indicators of impairment in line with Ind AS 36. • In relation to the CGU at (a) Tuticorin within the copper segment; (b) the Rajasthan block within the oil & gas segment and (c) Western Cluster within the Iron Ore segment where impairment (charge) / reversal indicators were identified, obtained and evaluated the valuation models used to determine the recoverable amount by assessing the key assumptions used by management, which included: – Assessment of implications of withdrawal of Holding Company’s license to operate the copper plant at Tuticorin. Assessed management’s position after unfavorable order of the Hon’ble Supreme Court against reopening of the plant and its consequential impairment on PPE, CWIP and other assets. – Evaluated the valuation methodology adopted by the management i.e. determination of fair value less cost of disposal through various scenarios in light of the facts and circumstances of the matter. – Assessed management’s forecasting accuracy by comparing prior year forecasts to actual results and assessed the potential impact of any variances. 384 CORPORATE OVERVIEW STATUTORY REPORTS 385 Consolidated VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS Key audit matters How our audit addressed the key audit matter • Receipt of final partial arbitration award on DGH demand arbitration and accordingly recognized ` 4,761 crore in revenue from operations due to allowance of exploration cost recovery and its impact on IM tranche. Accordingly, impairment of ` 1,179 crore was reversed on PPE. However, the government has filed an appeal with the High Court against the arbitration award. • The fact that in the previous year, the Group obtained the mining license and have started the mining activity at Bomi mine in Liberia, leading to reversal of impairment in the previous year. However, the operations in the current year were not in line with the projected performance. The key judgements and estimates are centered on the assessment of Scrap / Depreciated Replacement Cost for the Copper plant, cash flow forecasts, impact of litigation w.r.t. partial arbitration award, discount rate assumptions, price and production forecasts and related disclosures as given in note 6 (Property, plant and equipment) / 36 (Exceptional items) of the accompanying financial statements. – Corroborated the sales price assumptions used in the models against analyst consensus / geography of sales and assessed the reasonableness of costs. – Compared the production forecasts used in the impairment tests with management’s approved reserves and resources estimates. – Evaluated the grounds of appeal filed with High Court for partial arbitration award received by Company. – Tested the weighted average cost of capital used to discount the impairment models. – Tested the mathematical accuracy of the models. – Compared assumptions used by management in respect of price forecast and ore grade against the consensus report, reserve and resource report. – Assessed Group’s reserves and resources estimation methods and policies and reading reports provided by management’s external reserves experts and assessed the scope of work and findings of these third parties; – Assessed the competence, capability and objectivity of experts engaged by management; through understanding their relevant professional qualifications and experience. – Engaged valuation experts to assist in performance of the above procedures. • Assessed the disclosures made by the Group in this regard and evaluated the considerations leading to disclosure of above impairment (charge) / reversal as exceptional items. Recoverability of disputed trade receivables in Power segment (as described in note 3(c)(B)(iii) and Note 8 of the consolidated Ind AS financial statements) As of 31 March 2024 the value of disputed receivables in the power segment aggregated to ` 2,293 crore. 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 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. Our audit procedures included the following: • 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. • 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 management’s position through discussions with the management’s in-house legal team to determine the basis of their conclusion. • Assessed the competence and objectivity of the Group's 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(c)(B)(ii), 36, 37e, 40D and 41 of the consolidated Ind AS 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, 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. Taxation and litigation exposures (including termination of contract) 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. Our audit procedures included the following:- • Obtained an understanding of the process of identification of claims, litigations and its classification as probable, possible or remote and identified key controls in the process. For selected controls we have performed tests of controls. • Obtained the summary of Group’s legal and tax cases and critically assessed management’s position through discussions with the Legal Counsel, Head of Tax and operational management, on both the probability of success in significant cases, and the magnitude of any potential loss. • Obtained independent external lawyer confirmation from Legal Counsel of the Group who is contesting the cases. • Examined external legal opinions (where considered necessary) and other evidence to corroborate management’s assessment of the risk profile in respect of legal claims. • Assessed the competence and objectivity of the Group's 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. • Evaluated management assessment as per contractual terms, in respect of amount written back amounting to ` 794 crore in the statement of Profit and loss, relating to capital contractors due to its continuing failure in fulfilling contractual obligations impacting plant performance and towards loss of profit due to plant performance in the current and earlier years and adjusted ` 458 crore towards the cost of spares and ancillaries capitalised in PPE in earlier years • 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) and 37 of the consolidated Ind AS financial statements) Deferred tax assets (“DTA”) as at 31 March 2024 includes an amount of ` 2,787 crore pertaining to ESL Steels Limited (ESL), one of the component of the Group. The analysis of the recoverability of such deferred tax assets has been identified as a key audit matter by the component auditor 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 realizability of the deferred tax assets, in particular whether there will be taxable profits in future periods that support the recoverability of these assets. This requires assumptions regarding future profitability, which is inherently uncertain. Accordingly, the same is considered as a key audit matter. Our audit procedures included the following:- • Obtained an understanding of the group’s process for estimating the recoverability of the deferred tax assets. • 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 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: – Analysis of the future projections of taxable profits estimated by 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 year's projections, and the reasonableness of the future cash flow projections. – Assessed management’s forecasting accuracy by comparing prior year forecasts to actual results and assessed the potential impact of any variances. – 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. • Assessed the disclosures made by the Group in this regard. 386 CORPORATE OVERVIEW STATUTORY REPORTS 387 Consolidated VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS 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, joint ventures and joint operation 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 sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group and its associates, joint ventures and joint operation 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 31 March 2024 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. 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, joint ventures and joint operation 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, joint ventures and joint operation are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of their respective companiesand 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 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, joint ventures and joint operation are responsible for assessing the ability of their Other Matter (a) We did not audit the financial statements and other financial information, in respect of 26 subsidiaries, whose financial statements include total assets of Rs 41,040 Crore as at 31 March 2024, and total revenues of Rs 17,027 Crore, total net loss after tax of Rs 3,093 Crore, total comprehensive loss of Rs 3,089 Crore, and net cash outflows of Rs 72 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 management. The consolidated financial statements also include the Group’s share of total assets of ` Nil, total revenues of ` Nil, total net profit of ` 2 crore, total comprehensive income of ` 2 crore, and net cash inflows of ` Nil for the year ended 31 March 2024, as considered in the consolidated financial statements, in respect of 1 associate and 1 joint venture, 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, joint venture and associate, 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, joint venture and associate, is based solely on the report(s) of such other auditors. Certain of these subsidiaries, associate and joint venture 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 venture 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 venture 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 9 subsidiaries, whose financial statements and other financial information reflect total assets of ` 2,141 Crore as at 31 March 2024, total revenues of ` 239 Crore, total net loss after tax of ` 486 Crore, total comprehensive loss of ` 481 Crore and net cash outflows of ` 12 Crore for the year ended on that date. These unaudited 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, joint ventures and joint operation 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 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 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, joint ventures and joint operation to continue 388 CORPORATE OVERVIEW STATUTORY REPORTS 389 Consolidated VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS 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 2024, as considered in the consolidated financial statements, in respect of 1 associate and 3 joint ventures, whose financial statements, other financial information have not been audited and whose unaudited financial statements, other unaudited financial information have been furnished to us by the Management. The consolidated Ind AS financial statements also includes group’s share of total assets of ` 200 crore as at 31 March 2024, total revenues of ` 111 Crore, total net profit after tax of ` 28 Crore, total comprehensive income of ` 28 Crore for the year ended 31 March 2024, and net cash inflows of ` Nil for the year ended 31 March 2024 in respect of 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, joint ventures, joint operation and associate, 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, joint ventures and associate, 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, joint ventures and joint operation, incorporated in India, as noted in the ‘Other Matter’ paragraph we give in the “Annexure 1” a statement on the matters specified in paragraph 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, joint ventures and joint operations, as noted in the remuneration for the year ended 31 March 2024 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; (h) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reporting under Section 143(3)(b) and paragraph i(vi) below on reporting under Rule 11(g). (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 [and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiaries, associates, joint ventures and joint operations, as noted in the ‘Other matter’ paragraph: 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(c)(B) (ii), 36, 37e, 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 31 March 2024; 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, joint ventures and joint operations, incorporated in India during the year ended 31 March 2024. 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, as disclosed ‘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 31 March 2024 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, joint ventures and joint operation, none of the directors of the Group’s companies, its associates, joint ventures and joint operations, incorporated in India, is disqualified as on 31 March 2024 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 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; (g) 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 in the note 42(O) 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, associates, 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, associates, 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, associates, joint ventures and joint operations respectively that, to the best of its knowledge and belief, other than as disclosed in the note 42(O) to the consolidated financial statements, no funds have been received by the respective Holding Company or any of such subsidiaries, associates, 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, associates, 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 390 CORPORATE OVERVIEW STATUTORY REPORTS 391 Consolidated VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 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: S. No Name CIN Holding company/ subsidiary/ associate/ joint venture Clause number of the CARO report which is qualified or is adverse 1 Vedanta Limited L13209MH1965PLC291394 Holding Company (i)(b), (ii)(a) (iii)(e), vii(a), (ix)(d) 2 Bharat Aluminium Company Limited U74899DL1965PLC004518 Subsidiary (ix)(d) 3 Sesa Resources Limited U13209GA1965PLC000030 Subsidiary (i)(c) 4 Malco Energy Limited U31300TN2001PLC069645 Subsidiary (ix)(d) 5 Hindustan Zinc Limited L27204RJ1966PLC001208 Subsidiary (iii)(e) For S.R. Batliboi & Co. LLP Chartered Accountants ICAI Firm Registration Number: 301003E/E300005 per Vikas Pansari Partner Place of Signature: Mumbai Membership Number: 093649 Date: April 25, 2024 UDIN: 24093649BKGPPY9963 by the 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, 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 mis-statement. v) The interim dividend declared and paid during the year by the Holding Company, its subsidiaries, associate, joint venture and joint operation 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 and joint ventures have used 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 and joint ventures did not come across any instance of audit trail feature being tampered in respect of other accounting software. For S.R. Batliboi & Co. LLP Chartered Accountants ICAI Firm Registration Number: 301003E/E300005 per Vikas Pansari Partner Place of Signature: Mumbai Membership Number: 093649 Date: April 25, 2024 UDIN: 24093649BKGPPY9963 392 CORPORATE OVERVIEW STATUTORY REPORTS 393 Consolidated VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS 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 Ind AS financial statements of Vedanta Limited (hereinafter referred to as the “Holding Company”) as of and for the year ended 31 March 2024, 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 and joint ventures and joint operation, 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 21 subsidiary companies, its 1 associate company and 2 joint ventures, 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 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 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 these 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, both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. 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 these consolidated Ind AS 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 these consolidated Ind AS 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 these consolidated Ind AS 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 these consolidated Ind AS financial statements. Meaning of Internal Financial Controls With Reference to these Consolidated Ind AS Financial Statements A company's internal financial control with reference to these consolidated Ind AS 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 company's internal financial control with reference to these 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 these Consolidated Financial Statements Because of the inherent limitations of internal financial controls with reference to these consolidated Ind AS 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 these consolidated Ind AS financial statements to future periods are subject to the risk that the internal financial controls with reference to these 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 Holding Company, its subsidiary companies, its associate company and joint ventures, which are companies incorporated in India, have, maintained in all material respects, adequate internal financial controls with reference to these consolidated Ind AS financial statements and such internal financial controls with reference to these consolidated Ind AS financial statements were operating effectively as at 31 March 2024, based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the. COSO 2013 criterion. 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 these consolidated financial statements of the Holding Company, in so far as it relates to 12 subsidiary companies, 1 associate and 2 joint ventures which are companies incorporated in India, is based on the corresponding reports of the auditors of such subsidiaries, associates and joint ventures incorporated in India. For S.R. Batliboi & Co. LLP Chartered Accountants ICAI Firm Registration Number: 301003E/E300005 per Vikas Pansari Partner Place of Signature: Mumbai Membership Number: 093649 Date: April 25, 2024 UDIN: 24093649BKGPPY9963 394 CORPORATE OVERVIEW STATUTORY REPORTS 395 Consolidated VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET As at 31 March 2024 (C in crore) Particulars Note As at 31 March 2024 As at 31 March 2023* ASSETS Non-current assets Property, Plant and Equipment 6 96,715 93,768 Capital work-in-progress 6 20,331 17,273 Intangible assets 6 2,248 1,976 Exploration intangible assets under development 6 2,558 2,256 Financial assets Investments 7A 987 514 Trade receivables 8 2,409 2,532 Loans 9 5 10 Derivatives 24 3 - Others 10 2,670 3,784 Deferred tax assets (net) 37 2,689 7,074 Income tax assets (net) 37 3,796 2,077 Other non-current assets 11 4,472 3,606 Total non-current assets 1,38,883 1,34,870 Current assets Inventories 12 13,001 15,012 Financial assets Investments 7B 10,882 12,636 Trade receivables 8 3,607 4,014 Cash and cash equivalents 13 2,812 6,926 Other bank balances 14 1,515 2,328 Loans 9 3,364 3,760 Derivatives 24 168 214 Others 10 12,757 7,868 Income tax assets (net) 48 1,256 Other current assets 11 3,770 6,493 Total current assets 51,924 60,507 Total Assets 1,90,807 1,95,377 EQUITY AND LIABILITIES Equity Equity share capital 15 372 372 Other equity 16 30,350 39,051 Equity attributable to owners of Vedanta Limited 30,722 39,423 Non-controlling interests 17 11,347 10,004 Total Equity 42,069 49,427 Liabilities Non-current liabilities Financial liabilities Borrowings 19A 50,633 43,476 Lease liabilities 23 536 144 Derivatives 24 - 20 Other financial liabilities 22 493 1,606 Provisions 25 3,105 3,426 Deferred tax liabilities (net) 37 10,152 5,922 Other non-current liabilities 26 5,158 4,309 Total non-current liabilities 70,077 58,903 Current liabilities Financial liabilities Borrowings 19B 21,125 22,706 Lease liabilities 23 477 302 Operational buyers' credit / suppliers' credit 21 14,935 13,701 Trade payables 20 10,095 11,043 Derivatives 24 144 193 Other financial liabilities 22 17,569 24,861 Other current liabilities 26 11,477 13,238 Provisions 25 341 381 Income tax liabilities (net) 2,498 622 Total current liabilities 78,661 87,047 Total Equity and Liabilities 1,90,807 1,95,377 * Restated, refer note 4(A). See accompanying notes to the financial statements As per our report of even date For and on behalf of the Board of Directors For S.R. Batliboi & Co. LLP Navin Agarwal Arun Misra Chartered Accountants ICAI Firm Registration No. 301003E/E300005 Executive Vice-Chairman and Whole-Time Director Executive Director (Whole-Time Director) DIN 00006303 DIN 01835605 Place: Mumbai Place: New Delhi per Vikas Pansari Ajay Goel Prerna Halwasiya Partner Chief Financial Officer Company Secretary and Compliance Officer Membership No: 093649 PAN AEAPG8383C ICSI Membership No. A20856 Place: Mumbai Place: New Delhi Place: New Delhi Date: 25 April 2024 Date: 25 April 2024 See accompanying notes to the financial statements As per our report of even date For and on behalf of the Board of Directors For S.R. Batliboi & Co. LLP Navin Agarwal Arun Misra Chartered Accountants ICAI Firm Registration No. 301003E/E300005 Executive Vice-Chairman and Whole-Time Director Executive Director (Whole-Time Director) DIN 00006303 DIN 01835605 Place: Mumbai Place: New Delhi per Vikas Pansari Ajay Goel Prerna Halwasiya Partner Chief Financial Officer Company Secretary and Compliance Officer Membership No: 093649 PAN AEAPG8383C ICSI Membership No. A20856 Place: Mumbai Place: New Delhi Place: New Delhi Date: 25 April 2024 Date: 25 April 2024 CONSOLIDATED STATEMENT OF PROFIT AND LOSS For the year ended 31 March 2024 (C in crore) Particulars Note Year ended 31 March 2024 Year ended 31 March 2023* Revenue from operations 27 1,41,793 1,45,404 Other operating income 28 1,934 1,904 Other income 29 2,550 2,851 Total income 1,46,277 1,50,159 Expenses Cost of materials consumed 44,115 44,470 Purchases of stock-in-trade 116 57 Changes in inventories of finished goods, work-in-progress and stock in trade 30 176 (377) Power and fuel charges 23,547 30,950 Employee benefits expense 31 3,300 3,098 Finance costs 34 9,465 6,225 Depreciation, depletion and amortisation expense 6 10,723 10,555 Other expenses 35 37,275 34,688 Total expenses 1,28,717 1,29,666 Profit before exceptional items and tax 17,560 20,493 Net exceptional gain/(loss) 36 2,803 (217) Profit before tax 20,363 20,276 Tax expense: 37 Other than exceptional items Net current tax expense 5,906 7,624 Net deferred tax expense/ (benefit) 400 (1,580) Exceptional items Net deferred tax expense 8,339 1,269 Net current tax benefit (1,819) (1,543) Net tax expense: 12,826 5,770 Profit after tax for the period before share in profit/ (loss) of jointly controlled entities and associates 7,537 14,506 Add: Share in profit/ (loss) of jointly controlled entities and associates 2 (3) Profit for the period after share in profit/ (loss) of jointly controlled entities and associates (A) 7,539 14,503 Other comprehensive income Items that will not be reclassified to profit or loss Re-measurement loss on defined benefit plans (8) (11) Tax benefit 7 11 Loss on FVOCI equity investment (17) (37) (18) (37) Items that will be reclassified to profit or loss Net (loss)/ gain on cash flow hedges recognised during the period (53) 3,451 Tax benefit/ (expense) 15 (1,201) Net loss on cash flow hedges recycled to profit or loss (51) (3,433) Tax benefit 13 1,201 Net gain/ (loss) on FVOCI debt investment 2 (34) Tax (expense)/ benefit (0) 4 Exchange differences on translation (1,814) 886 Tax benefit 18 84 (1,870) 958 Total other comprehensive (loss)/ income (B) (1,888) 921 Total comprehensive income for the period (A+B) 5,651 15,424 Profit attributable to: Owners of Vedanta Limited 4,239 10,574 Non-controlling interests 3,300 3,929 Other comprehensive (loss)/ income attributable to: Owners of Vedanta Limited (1,879) 987 Non-controlling interests (9) (66) Total comprehensive income attributable to: Owners of Vedanta Limited 2,360 11,561 Non-controlling interests 3,291 3,863 Earnings per equity share (C): - Basic 38 11.42 28.50 - Diluted 38 11.33 28.32 * Restated, refer note 4(A) 396 CORPORATE OVERVIEW STATUTORY REPORTS 397 Consolidated VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 CASH FLOWS FROM FINANCING ACTIVITIES Repayment of short-term borrowings (net) (148) (951) Proceeds from current borrowings 10,770 23,846 Repayment of current borrowings (18,770) (18,319) Proceeds from long-term borrowings 25,478 18,624 Repayment of long-term borrowings (12,515) (10,464) Interest paid (9,825) (5,530) Payment for acquiring non-controlling interest - (17) Payment of dividends to equity holders of the Company, net of taxes (18,572) (29,959) Payment of dividends to non-controlling interests (1,928) (11,190) Payment of lease liabilities (382) (182) Purchase of treasury shares for stock options (200) - Net cash used in financing activities (26,092) (34,142) Effect of exchange rate changes on cash and cash equivalents 10 25 Net decrease in cash and cash equivalents (4,114) (1,745) Cash and cash equivalents at the beginning of the year 6,926 8,671 Cash and cash equivalents at end of the year (Refer note 13) 2,812 6,926 Notes: 1. The figures in parentheses indicate outflow. 2. The above cash flow has been prepared under the "Indirect Method" as set out in Indian Accounting Standard (Ind AS) 7 - statement of cash flows (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxation 20,363 20,276 Adjustments for: Depreciation, depletion and amortisation 10,744 10,597 Impairment charge/(reversal) on property, plant and equipment/ Capital work-in-progress (CWIP)/ Other assets written off (net) (Refer note 36) (185) (771) Other exceptional items (Refer note 36) (2,618) - Provision for doubtful advances/ expected credit loss/ bad debts written off 261 426 Exploration costs written off 786 327 Liabilities written back (135) (256) Other non-cash items - (66) Net gain on sale of long term investments (Refer note 4(D)) (178) - Fair value gain on financial assets held at fair value through profit or loss (128) (74) Loss on sale/ discard of property, plant and equipment (net) 114 9 Foreign exchange loss (net) 263 492 Unwinding of discount on decommissioning liability 135 96 Transfer of CSR assets (Refer note 6) - 117 Share based payment expense 70 77 Interest and dividend income (1,727) (2,283) Interest expense 9,330 6,129 Deferred government grant (308) (273) Changes in working capital Decrease in trade and other receivables 180 1,662 Decrease/ (Increase) in inventories 1,670 (728) (Decrease)/ Increase in trade and other payables (298) 3,665 Cash generated from operations 38,339 39,422 Income taxes paid (net) (2,685) (6,357) Net cash generated from operating activities 35,654 33,065 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant and equipment (including intangibles, CWIP, capital advances and creditors) (16,752) (13,787) Proceeds from sale of property, plant and equipment 195 133 Loans repaid by related parties (Refer note 42) 267 2,408 Deposits made (2,361) (4,203) Proceeds from redemption of deposits 1,768 9,238 Short term investments made (53,764) (1,11,039) Proceeds from sale of short term investments 55,851 1,15,244 Interest received 1,678 1,674 Dividends received 40 18 Payment made to site restoration fund (204) (129) Proceeds from sale of investment in subisidiary (Refer note 4(D)) 84 - Proceeds from sale of long term investments 8 - Purchase of long term investments (496) (250) Net cash used in investing activities (13,686) (693) CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 March 2024 CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 March 2024 See accompanying notes to the financial statements As per our report of even date For and on behalf of the Board of Directors For S.R. Batliboi & Co. LLP Navin Agarwal Arun Misra Chartered Accountants ICAI Firm Registration No. 301003E/E300005 Executive Vice-Chairman and Whole-Time Director Executive Director (Whole-Time Director) DIN 00006303 DIN 01835605 Place: Mumbai Place: New Delhi per Vikas Pansari Ajay Goel Prerna Halwasiya Partner Chief Financial Officer Company Secretary and Compliance Officer Membership No: 093649 PAN AEAPG8383C ICSI Membership No. A20856 Place: Mumbai Place: New Delhi Place: New Delhi Date: 25 April 2024 Date: 25 April 2024 398 CORPORATE OVERVIEW STATUTORY REPORTS 399 Consolidated VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS Note: Other reserves comprise: (C in crore) Particulars Capital redemption reserve Preference share redemption reserve Capital reserve on consolidation Share based payment reserve Legal reserve Treasury shares General reserve Total Balance as at 01 April 2022 23 3,087 10 136 25 (230) 16,095 19,146 Recognition of share based payment - - - 85 - - - 85 Stock options cancelled during the year - - - (15) - - - (15) Exercise of stock options - - - (38) - 126 - 88 Balance as at 31 March 2023 23 3,087 10 168 25 (104) 16,095 19,304 Recognition of share based payment - - - 92 - - - 92 Purchase of treasury shares - - - - - (200) - (200) Exercise of stock options - - - (47) - 99 - 52 Balance as at 31 March 2024 23 3,087 10 213 25 (205) 16,095 19,248 A. Equity Share Capital Equity shares of C 1 each issued, subscribed and fully paid Number of shares (in crore) Amount (C in crore) As at 31 March 2024, 31 March 2023 and 31 March 2022* 372 372 *There are no prior period errors for the years ended 31 March 2023 and 31 March 2022. B. Other Equity (C in crore) Particulars Reserves and surplus Items of OCI Capital reserve Securities premium Retained earnings Other reserves (Refer note below) Foreign currency translation reserve Instruments through OCI Effective portion of cash flow hedges Attributable to owners of the Company Non- controlling interests Total Balance as at 01 April 2022 18,610 19,009 4,316 19,146 3,779 108 43 65,011 17,321 82,332 Profit for the year - - 10,574 - - - - 10,574 3,929 14,503 Other comprehensive income for the year (net of tax impact) - - (3) - 1,072 (57) (25) 987 (66) 981 Total comprehensive income for the year - - 10,571 - 1,072 (57) (25) 11,561 3,863 15,424 Recognition of share based payment - - - 85 - - - 85 - 85 Stock options cancelled during the year - - 8 (15) - - - (7) - (7) Exercise of stock option - - (78) 88 - - - 10 - 10 Recognition of put option liability/derecognition of non controlling interest 21 - - - - - - 21 (31) (10) Acquisition of non-controlling interest in FPL (58) - - - - - - (58) 41 (17) Dividend, net of taxes (Refer note 39) - - (37,572) - - - - (37,572) (11,190) (48,762) Balance as at 31 March 2023 18,573 19,009 (22,755) 19,304 4,851 51 18 39,051 10,004 49,055 Profit for the year - - 4,239 - - - - 4,239 3,300 7,539 Other comprehensive income for the year (net of tax impact) - - (5) - (1,790) (16) (68) (1,879) (9) (1,888) Total comprehensive income for the year - - 4,234 - (1,790) (16) (68) 2,360 3,291 5,651 Recognition of share based payment - - - 92 - - - 92 - 92 Purchase of treasury shares - - - (200) - - - (200) - (200) Exercise of stock option - - (32) 52 - - - 20 - 20 Recognition of put option liability/derecognition of non controlling interest (14) - - - - - - (14) (20) (34) Dividend (Refer note 39) - - (10,959) - - - - (10,959) (1,928) (12,887) Balance as at 31 March 2024 18,559 19,009 (29,512) 19,248 3,061 35 (50) 30,350 11,347 41,697 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 31 March 2024 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 31 March 2024 See accompanying notes to the financial statements As per our report of even date For and on behalf of the Board of Directors For S.R. Batliboi & Co. LLP Navin Agarwal Arun Misra Chartered Accountants ICAI Firm Registration No. 301003E/E300005 Executive Vice-Chairman and Whole-Time Director Executive Director (Whole-Time Director) DIN 00006303 DIN 01835605 Place: Mumbai Place: New Delhi per Vikas Pansari Ajay Goel Prerna Halwasiya Partner Chief Financial Officer Company Secretary and Compliance Officer Membership No: 093649 PAN AEAPG8383C ICSI Membership No. A20856 Place: Mumbai Place: New Delhi Place: New Delhi Date: 25 April 2024 Date: 25 April 2024 400 CORPORATE OVERVIEW STATUTORY REPORTS 401 Consolidated VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 1 Group overview Vedanta Limited (“the Company”) (CIN: L13209MH1965PLC291394) and its consolidated subsidiaries (collectively, the “Group”) is a diversified natural resource group engaged in exploring, extracting and processing minerals and oil and gas. The Group engages in the exploration, production and sale of zinc, lead, silver, copper, aluminium, iron ore and oil and gas and has a presence across India, South Africa, Namibia, Ireland, Australia, Liberia and UAE. The Group is also in the business of commercial power generation, steel manufacturing and port operations in India and manufacturing of glass substrate in South Korea and Taiwan. The Company was incorporated on 08 September 1975 under the laws of the Republic of India. The registered office of the Company is situated at 1st Floor, ‘C’ wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East), Mumbai-400093, Maharashtra. The Company’s shares are listed on National Stock Exchange ('NSE') and Bombay Stock Exchange ('BSE') in India. In June 2007, the Company completed its initial public offering of American Depositary Shares, or ADS, each representing four equity shares, and listed its ADSs on the New York Stock Exchange ('NYSE'). The ADSs of the Company have been delisted from NYSE effective close of trading on NYSE on 08 November 2021. The Company has been deregistered from SEC under the Exchange Act effective 01 March 2023. The Company is majority owned by Twin Star Holdings Limited (“Twin Star”), Finsider International Company Limited (“Finsider”), Vedanta Holdings Mauritius II Limited ("VHM2L"), Vedanta Holdings Mauritius Limited ("VHML"), Welter Trading Limited (“Welter”) and Vedanta Netherlands Investments BV (“VNIBV”) which are in turn wholly-owned subsidiaries of Vedanta Resources Limited ("VRL"), a company incorporated in the United Kingdom. VRL, through its subsidiaries, held 61.95% (31 March 2023: 68.11%) of the Company's equity as at 31 March 2024. Details of Group’s various businesses are as follows. The Group’s percentage holdings in each of the below businesses are disclosed in note 43. • Zinc India business is owned and operated by Hindustan Zinc Limited (“HZL”). • Zinc international business comprises Skorpion mine and refinery in Namibia operated through THL Zinc Namibia Holdings (Proprietary) Limited (“Skorpion”), Lisheen mine in Ireland operated through Vedanta Lisheen Holdings Limited (“Lisheen”) (Lisheen mine ceased operations in December 2015) and Black Mountain Mining (Proprietary) Limited (“BMM”), whose assets include the operational Black Mountain mine and the Gamsberg mine project located in South Africa. • The Group’s oil and gas business is owned and operated by the Company and its subsidiary, Cairn Energy Hydrocarbons Limited and consists of exploration and development and production of oil and gas. • The Group’s iron ore business is owned by the Company, and by its wholly owned subsidiary, i.e., Sesa Resources Limited and consists of exploration, mining and processing of iron ore, pig iron and metallurgical coke and generation of power for captive use. Pursuant to the Honourable Supreme Court of India order, mining operations in the state of Goa were suspended. During the year ended 31 March 2023, the Government of Goa had initiated auction of mines in which the Company had participated. The Company was declared as the principal bidder for the Bicholim mine and had received the Letter of Intent (LOI) from the Government of Goa. During the current year, the Company has received environment clearance from Ministry of Environment, Forest and Climate Change ("MoEFCC") and Consent to Operate ("CTO") from Goa State Pollution Board followed by commencement of operations in March 2024. In addition, the Group’s iron ore business also includes a wholly owned subsidiary, Western Cluster Limited (“WCL”) in Liberia which has iron ore assets. WCL’s assets include development rights to Western Cluster and a network of iron ore deposits in West Africa. During the previous year, WCL had signed a Memorandum of Understanding with the Government of Liberia to re-start its mining operations in Liberia post which commercial production and shipments of saleable ore were commenced. • The Group’s copper business is owned and operated by the Company, Copper Mines of Tasmania Pty Ltd (“CMT”) and Fujairah Gold FZC and is principally one of custom smelting and includes captive power plants at Tuticorin in Southern India. The Group’s copper business in Tamil Nadu, India has received an order from the Tamil Nadu Pollution Control Board (“TNPCB”) on 09 April 2018, rejecting the Company’s application for renewal of consent to operate under the Air and Water Acts for the 4,00,000 TPA copper smelter plant in Tuticorin for want of further clarification and consequently the operations were suspended. The Company has filed an appeal with TNPCB Appellate authority against the said order. During the pendency of the appeal, TNPCB through its order dated 23 May 2018 ordered for disconnection of electricity supply and closure of copper smelter plant. Post such order, the state government on 28 May 2018 ordered the permanent closure of the plant. The Company has filed a writ petition before the Madras High Court challenging the various orders passed against the Company in FY 2018 and FY 2013. On 18 August 2020, the Madras High Court delivered the judgement wherein it dismissed all the Writ Petitions filed by the Company. Thereafter, the Company has approached the Supreme Court and challenged the said High Court order by way of a Special Leave Petition ("SLP"). During the year ended 31 March 2024, the Hon'ble Supreme Court, after hearing the Parties to the proceedings has dismissed the SLP filed by the Company vide judgment dated 29 February 2024. On 01 April 2024, the Company preferred a review petition before the Hon’ble Supreme Court. (Refer note 3(c)(A)(iii). Further, the Company’s copper business includes refinery and rod plant at Silvassa consisting of a 2,45,000 MT of blister/ secondary material processing plant, a 2,16,000 TPA copper refinery plant and a copper rod mill with an installed capacity of 2,58,000 TPA. The plant continues to operate as usual, catering to the domestic market. In addition, the Group owns and operates a precious metal refinery and copper rod plant in Fujairah, UAE through its subsidiary Fujairah Gold FZC and the Mt. Lyell copper mine in Tasmania, Australia through its subsidiary, CMT. The operations of Mt Lyell copper mine were suspended in January 2014 following a mud slide incident and were put into care and maintenance since 09 July 2014 following a rock fall incident in June 2014. In November 2021, the Group executed an arrangement with a third party for further exploration with an option to fully divest its shareholding in return for royalties on successful mining and production. In November 2023, the Group has divested its 100% equity ownership in CMT at consideration agreed as per above arrangement [Refer note 4(D)]. • The Group’s Aluminium business is owned and operated by the Company and by Bharat Aluminium Company Limited (“BALCO”). The aluminium operations include a refinery and captive power plant at Lanjigarh, smelter and captive power plants at Jharsuguda and coal mines at Jamkhani, all situated in the State of Odisha in Eastern India. BALCO’s partially integrated aluminium operations comprise two bauxite mines, two coal mines, power plants, smelting and fabrication facilities in the State of Chhattisgarh in central India. • The Group’s power business is owned and operated by the Company, and its wholly owned subsidiaries, Talwandi Sabo Power Limited (“TSPL”) and Meenakshi Energy Limited ("Meenakshi"), which are engaged in the power generation business in India. The Company's power operations include a thermal coal- based commercial power facility of 600 MW at Jharsuguda in the State of Odisha in Eastern India and a 1,200 MW (two units of 600 MW each) thermal coal-based power plant, in the State of Chhattisgarh in Eastern India. Talwandi Sabo Power Limited (“TSPL”) power operations include 1,980 MW (three units of 660 MW each) thermal coal- based commercial power facilities. Meenakshi power operations include 1,000 MW coal-based power plant (two units of 150 MW each and two units of 350 MW each), located at Nellore, Andhra Pradesh. Power business also includes the wind power plants commissioned by HZL and a power plant at MALCO Energy Limited (“MEL”) (under care and maintenance) situated at Mettur Dam in the State of Tamil Nadu in southern India. • The Group’s other activities include ESL Steel Limited ("ESL") (formerly known as Electrosteel Steels Limited). ESL is engaged in the manufacturing and supply of billets, TMT bars, wire rods and ductile iron pipes in India and also deals in mining of iron ore and its supply. The Group’s other business also include Vizag General Cargo Berth Private Limited (“VGCB”). Vizag port project includes mechanisation of coal handling facilities and upgradation of general cargo berth for handling coal at the outer harbour of Visakhapatnam Port on the east coast of India. VGCB commenced operations in the fourth quarter of fiscal 2013. The Group’s other business also include AvanStrate Inc. (“ASI”), Vedanta Semiconductors Private Limited ("VSPL”), Vedanta Displays Limited (“VDL”), Ferro Alloys Corporation Limited ("FACOR") and Desai Cement Company Private Limited ("DCCPL"). ASI is involved in the manufacturing of glass substrate in South Korea and Taiwan. The Company has acquired Vedanta Semiconductors Private Limited 402 403 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 and Vedanta Displays Limited during the current year for manufacturing semiconductor and display glass panels, respectively. FACOR is involved in manufacturing of Ferro Alloys, mining of chrome ore and generation of power. It owns a ferro chrome plant with a capacity of approximately 1,40,000 TPA, a 100MW power plant and mines in Sukinda valley with current capacity of 2,90,000 TPA. DCCPL is involved in business of producing slag cements and owns three ball mills with capacity of 2,18,000 TPA. 2 Basis of preparation and basis of measurement of financial statements These consolidated financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, presentation requirement of Division II of schedule III and other relevant provisions of the Companies Act, 2013 (the "Act") (as amended from time to time), guidelines issued by the Securities and Exchange Board of India (“SEBI”) and Guidance Note on Accounting for Oil and Gas Producing Activities issued by the Institute of Chartered Accountants of India. These consolidated financial statements have been prepared in accordance with the accounting policies, set out below and were consistently applied to all periods presented unless otherwise stated. The Group has identified 12 months as its operating cycle for the classification of assets and liabilities into current and non-current. These consolidated financial statements are approved for issue by the Board of Directors on 25 April 2024. The revision to these consolidated financial statements is permitted by the Board of Directors after obtaining necessary approvals or at the instance of regulatory authorities as per provisions of the Act. All financial information presented in Indian Rupees has been rounded off to the nearest crore except when indicated otherwise. Amounts less than C 0.50 crore have been presented as “0”. The consolidated financial statements have been prepared on a going concern basis using historical cost convention and on an accrual method of accounting, except for certain financial assets and liabilities which are measured at fair value as explained in the accounting policies below. The Group has availed long term debt (refer note 19A and 19B). In the unlikely event Vedanta Resources Limited (together with its subsidiaries) ceases to hold more than 50.1% stake in the Company and its certain subsidiaries, C 49,456 Crore of the Group's outstanding long-term debt would become repayable on demand. Management basis assessment of free cash flows, its ability to refinance existing debt and other strategic initiatives, considers the same as remote. 3(a) Material accounting policies (A) Basis of Consolidation i) Subsidiaries: The consolidated financial statements incorporate the results of the Company and all its subsidiaries (the "Group"), being the entities that it controls. The financial statements of subsidiaries are prepared for the same reporting year as the parent company. Where necessary, adjustments are made to the financial statements of subsidiaries to align the accounting policies in line with accounting policies of the Group. For non-wholly owned subsidiaries, a share of the profit/(loss) for the financial year and net assets is attributed to the non-controlling interests as shown in the consolidated statement of profit and loss and consolidated balance sheet. Liability for put option issued to non-controlling interests which do not grant present access to ownership interest to the Group is recognised at present value of the redemption amount and is reclassified from equity. At the end of each reporting period, the non-controlling interests subject to put option is derecognised and the difference between the amount derecognised and present value of the redemption amount, which is recorded as a financial liability, is accounted for as an equity transaction. For acquisitions of additional interests in subsidiaries, where there is no change in control, the Group recognises a reduction to the non-controlling interest of the respective subsidiary with the difference between this figure and the cash paid, inclusive of transaction fees, being recognised in equity. The results of subsidiaries acquired or disposed off during the year are included in the consolidated statement of profit and loss from the effective date of acquisition or up to the effective date of disposal, as appropriate. Intra-Group balances and transactions, and any unrealised profit arising from intra-Group transactions, are eliminated. Unrealised losses are eliminated unless costs cannot be recovered. ii) Joint arrangements A Joint arrangement is an arrangement of which two or more parties have joint control. Joint control is considered when there is contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Investments in joint arrangements are classified as either joint operations or joint venture. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby, the parties that have joint control of the arrangement have rights to the net assets of the arrangement. The Group has both joint operations and joint ventures. Joint operations The Group has joint operations within its Oil and gas segment. It participates in several unincorporated joint operations which involve the joint control of assets used in oil and gas exploration and producing activities. The Group accounts for its share of assets, liabilities, income and expenditure of joint operations in which the Group holds an interest. Liabilities in unincorporated joint operations, where the Group is the operator, is accounted for at gross values (including share of other partners) with a corresponding receivable from the venture partner. These have been included in the consolidated financial statements under the appropriate headings. Details of joint operations are set out in Note 43. Joint venture The Group accounts for its interest in joint venture using the equity method (see (iv) below), after initially being recognised at cost in the consolidated balance sheet. Goodwill arising on the acquisition of joint venture is included in the carrying value of investments in joint venture. iii) Investments in associates Investments in associates are accounted for using the equity method (see (iv) below). iv) Equity method of accounting Under the equity method of accounting applicable for investments in associates and joint ventures, investments are initially recorded at the cost to the Group and then, in subsequent periods, the carrying value is adjusted to reflect the Group's share of the post-acquisition profits or losses of the investee, and the Group's share of other comprehensive income of the investee, other changes to the investee's net assets and is further adjusted for impairment losses, if any. Dividend received or receivable from associates and joint-ventures are recognised as a reduction in carrying amount of the investment. The consolidated statement of profit and loss include the Group's share of investee's results, except where the investee is generating losses, share of such losses in excess of the Group's interest in that investee are not recognised. Losses recognised under the equity method in excess of the Group's investment in ordinary shares are applied to the other components of the Group's interest that forms part of Group's net investment in the investee in the reverse order of their seniority (i.e., priority in liquidation). If the Group's share of losses in an associate or joint venture equals or exceeds its interests in the associate or joint venture, the Group discontinues the recognition of further losses. Additional losses are provided for, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate/joint venture. Unrealised gains arising from transactions with associates and joint ventures are eliminated against the investment to the extent of the Group’s interest in these entities. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment of the asset transferred. Accounting policies of equity accounted investees is changed where necessary to ensure consistency with the policies adopted by the Group. The carrying amount of equity accounted investments are tested for impairment in accordance with the policy described in Note 3(a)(G) below. (B) Business combination Business combinations are accounted for under the acquisition method. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under Ind AS 103 ‘Business Combinations’ are recognised at their fair value at the acquisition date, except certain assets and liabilities required to be measured as per the applicable standards. Excess of fair value of purchase consideration and the acquisition date non-controlling interest over the acquisition date fair value of identifiable assets acquired and liabilities assumed is recognised as 404 405 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 goodwill. Goodwill arising on acquisitions is reviewed for impairment annually. Where the fair values of the identifiable assets and liabilities exceed the purchase consideration, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in other comprehensive income and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the Group recognises the gain directly in equity as capital reserve, without routing the same through other comprehensive income. Where it is not possible to complete the determination of fair values by the date on which the first post- acquisition financial statements are approved, a provisional assessment of fair value is made and any adjustments required to those provisional fair values are finalised within 12 months of the acquisition date. Those provisional amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date. These adjustments are called as measurement period adjustments. The measurement period does not exceed twelve months from the acquisition date. Any non-controlling interest in an acquiree is measured at fair value or at the non-controlling interest's proportionate share of the acquiree's net identifiable assets. This accounting choice is made on a transaction by transaction basis. Acquisition expenses are charged to the consolidated statement of profit and loss in the periods in which the costs are incurred and the services are received except costs to issue debt or equity securities which shall be recognised in accordance with Ind AS 32 and Ind AS 109. If the Group acquires a group of assets in a company that does not constitute a business combination in accordance with Ind AS 103 ‘Business Combinations’, the cost of the acquired group of assets is allocated to the individual identifiable assets acquired based on their relative fair value. Common control transactions A business combination involving entities or businesses under common control is a business combination in which all of the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination and the control is not transitory. The transactions between entities under common control are specifically covered by Ind AS 103. Such transactions are accounted for using the pooling-of-interest method. The assets and liabilities of the acquired entity are recognised at their carrying amounts recorded in the parent entity's consolidated financial statements with the exception of certain income tax and deferred tax assets. No adjustments are made to reflect fair values, or recognise any new assets or liabilities. The only adjustments that are made are to harmonise accounting policies. The components of equity of the acquired companies are added to the same components within Group equity. The difference, if any, between the amounts recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve and is presented separately from other capital reserves. The company's shares issued in consideration for the acquired companies are recognised at face value from the moment the acquired companies are included in these financial statements and the financial statements of the commonly controlled entities would be combined, retrospectively, as if the transaction had occurred at the beginning of the earliest reporting period presented. However, the prior year comparative information is only adjusted for periods during which entities were under common control. (C) Revenue recognition • Sale of goods/rendering of services (Including Revenue from contracts with customers) The Group’s revenue from contracts with customers is mainly from the sale of copper, aluminium, iron ore, zinc, oil and gas, power, steel, glass substrate and port operations. Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer as per terms of contract, which usually is on delivery of the goods to the shipping agent at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Revenue is recognised net of discounts, volume rebates, outgoing sales taxes/ goods and service tax and other indirect taxes. Revenues from sale of by-products are included in revenue. Certain of the Group’s sales contracts provide for provisional pricing based on the price on the London Metal Exchange (LME) and crude index, as specified in the contract. Revenue in respect of such contracts is recognised when control passes to the customer and is measured at the amount the entity expects to be entitled – being the estimate of the price expected to be received at the end of the measurement period. Post transfer of control of goods, provisional pricing features are accounted in accordance with Ind AS 109 ‘Financial Instruments’ rather than Ind AS 115 ‘Revenue from contracts with customers’ and therefore the Ind AS 115 rules on variable consideration do not apply. These ‘provisional pricing’ adjustments, i.e., the consideration adjusted post transfer of control are included in total revenue from operations on the face of the consolidated statement of profit and loss and disclosed by way of note to the financial statements. Final settlement of the price is based on the applicable price for a specified future period. The Group’s provisionally priced sales are marked to market using the relevant forward prices for the future period specified in the contract and is adjusted in revenue. Revenue from oil, gas and condensate sales represent the Group’s share in the revenue from sale of such products, by the joint operations, and is recognised as and when control in these products gets transferred to the customers. In computing its share of revenue, the Group excludes government’s share of profit oil which gets accounted for when the obligation in respect of the same arises. Revenue from sale of power is recognised when delivered and measured based on rates as per bilateral contractual agreements with buyers and at a rate arrived at based on the principles laid down under the relevant Tariff Regulations as notified by the regulatory bodies, as applicable. Where the Group acts as a port operator, revenues relating to operating and maintenance phase of the port contract are recognised when the services are rendered at the amount that Group expects to be entitled to for the services provided. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is received. The advance payments received plus a specified rate of return/ discount, at the prevailing market rates, is settled by supplying respective goods over a period of up to twenty four months under an agreed delivery schedule as per the terms of the respective agreements. As these are contracts that the Group expects, and has the ability, to fulfil through delivery of a non-financial item, these are presented as advance from customers and are recognised as revenue as and when control of respective commodities is transferred to customers under the agreements. The fixed rate of return/discount is treated as finance cost. The portion of the advance where either the Group does not have a unilateral right to defer settlement beyond 12 months or expects settlement within 12 months from the balance sheet date is classified as current liability. • Interest income Interest income from debt instruments is recognised using the effective interest rate method. • Dividends Dividend income is recognised in the consolidated statement of profit and loss only when the right to receive payment is established, provided it is probable that the economic benefits associated with the dividend will flow to the Group, and the amount of the dividend can be measured reliably. (D) Property, Plant and Equipment i) Mining properties and leases When a decision is taken that a mining property is viable for commercial production (i.e., when the Group determines that the mining property will provide sufficient and sustainable return relative to the risks and the Group decided to proceed with the mine development), all further pre-production primary development expenditure other than that on land, buildings, plant, equipment and capital work in progress is capitalised as property, plant and equipment under the heading “Mining properties and leases” together with any amount transferred from “Exploration and evaluation” assets. The costs of mining properties and leases include the costs of acquiring and developing mining properties. The stripping cost incurred during the production phase of a surface mine is deferred to the extent the current period stripping cost exceeds the average period stripping cost over the life of mine and recognised as an asset if such cost provides a benefit in terms of improved access to ore in future periods and certain criteria are met. When the benefit from the stripping costs are realised in the current period, the stripping costs are accounted for as the cost of inventory. If the costs of inventory produced and the stripping activity asset are not separately identifiable, a relevant production measure is used to allocate the production stripping costs between the inventory produced and the stripping activity asset. The Group uses the expected 406 407 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 volume of waste compared with the actual volume of waste extracted for a given value of ore/ mineral production for the purpose of determining the cost of the stripping activity asset. Deferred stripping costs are included in mining properties within property, plant and equipment and disclosed as a part of mining properties. After initial recognition, the stripping activity asset is depreciated on a unit of production method over the expected useful life of the identified component of the ore body. In circumstances where a mining property is abandoned, the cumulative capitalised costs relating to the property are written off in the period in which it occurs, i.e., when the Group determines that the mining property will not provide sufficient and sustainable returns relative to the risks and the Group decides not to proceed with the mine development. Commercial reserves are proved and probable reserves as defined by the ‘JORC’ Code, ‘MORC’ code or ‘SAMREC’ Code. Changes in the commercial reserves affecting unit of production calculations are dealt with prospectively over the revised remaining reserves. ii) Oil and gas assets- (developing/producing assets) For oil and gas assets, a "successful efforts" based accounting policy is followed. Costs incurred prior to obtaining the legal rights to explore an area are expensed immediately to the consolidated statement of profit and loss. All costs incurred after the technical feasibility and commercial viability of producing hydrocarbons has been demonstrated are capitalised within property, plant and equipment - development/producing assets on a field-by-field basis. Subsequent expenditure is capitalised only where it either enhances the economic benefits of the development/producing asset or replaces part of the existing development/producing asset. Any remaining costs associated with the part replaced are expensed. Net proceeds from any disposal of development/ producing assets are credited against the previously capitalised cost. A gain or loss on disposal of a development/producing asset is recognised in the consolidated statement of profit and loss to the extent that the net proceeds exceed or are less than the appropriate portion of the net capitalised costs of the asset. iii) Other property, plant and equipment The initial cost of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes, and any directly attributable costs of bringing an asset to working condition and location for its intended use. It also includes the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Subsequently, property plant and equipment is measured at cost less accumulated depreciation and accumulated impairment losses, if any. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. All other expenses on existing property, plant and equipment, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the consolidated statement of profit and loss for the period during which such expenses are incurred. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset or disposal. Gains and losses on disposal of an item of property, plant and equipment is included in the statement of profit and loss when the asset is derecognised. Major inspection and overhaul expenditure is capitalised, if the recognition criteria are met. iv) Assets under construction Assets under construction are capitalised in the assets under Capital work in progress. At the point when an asset is capable of operating in the manner intended by management, the cost of construction is transferred to the appropriate category of property, plant and equipment. Costs associated with the commissioning of an asset and any obligatory decommissioning costs are capitalised until the period of commissioning has been completed and the asset is ready for its intended use. Capital work in progress is carried at cost less accumulated impairment losses, if any. v) Depreciation, depletion and amortisation expense Mining properties and other assets in the course of development or construction and freehold land and goodwill are not depreciated or amortised. • Mining properties The capitalised mining properties are amortised on a unit-of-production basis over the total estimated remaining commercial proved and probable reserves of each property or group of properties and are subject to impairment review. Costs used in the unit of production calculation comprise the net book value of capitalised costs plus the estimated future capital expenditure required to access the commercial reserves. Changes in the estimates of commercial reserves or future capital expenditure are dealt with prospectively. • Oil and gas producing facilities All expenditures carried within each field are amortised from the commencement of production on a unit of production basis, which is the ratio of oil and gas production in the period to the estimated quantities of depletable reserves at the end of the period plus the production in the period, generally on a field- by-field basis or group of fields which are reliant on common infrastructure. Depletable reserves are proved reserves for acquisition costs and proved and developed reserves for successful exploratory wells, development wells, processing facilities, distribution assets, estimated future abandonment cost and all other related costs. These assets are depleted within each cost centre. Reserves for this purpose are considered on working interest basis which are reassessed atleast annually. Impact of changes to reserves are accounted for prospectively. • Other assets Depreciation on other Property, plant and equipment is calculated using the straight-line method (SLM) to allocate their cost, net of their residual values, over their estimated useful lives (determined by the management) as given below. Management's assessment takes into account, inter alia, the nature of the assets, the estimated usage of the assets, the operating conditions of the assets, past history of replacement and maintenance support. Estimated useful life of assets are as follows: Asset Useful life (in years) Buildings (Residential; factory etc.) 3-60 Plant and equipment 15-40 Railway siding 15 Office equipment 3-6 Furniture and fixture 8-10 Vehicles 8-10 Major inspection and overhaul costs are depreciated over the estimated life of the economic benefit to be derived from such costs. The carrying amount of the remaining previous overhaul cost is charged to the consolidated statement of profit and loss if the next overhaul is undertaken earlier than the previously estimated life of the economic benefit. The Group reviews the residual value and useful life of an asset at least at each financial year-end. The Group considers climate-related matters, including physical and transition risks in its assessment of expected useful lives and estimated residual values. If expectations differ from previous estimates, the change is accounted for as a change in accounting estimate. (E) Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Subsequently, intangible assets are measured at cost less accumulated amortisation and accumulated impairment losses, if any. The Group recognises port concession rights as "Intangible Assets" arising from a service concession arrangements, in which the grantor controls or regulates the services provided and the prices charged, and also controls any significant residual interest in the infrastructure such as property, plant and equipment, irrespective whether the infrastructure is existing infrastructure of the grantor or the infrastructure is constructed or purchased by the Group as part of the service concession arrangement. Such an intangible asset is recognised by the Group initially at cost determined as the fair value of the consideration received or receivable for the construction service delivered and is capitalised when the project is complete in all respects. Port concession rights are amortised on straight line basis over the balance of license period. The concession period is 30 years from the date of the award. Any addition to the port concession rights are measured at fair value on recognition. Port concession rights also include certain property, plant and equipment in accordance with Appendix C of Ind AS 115 “service concession arrangements. Mining rights include the cost incurred for mines such as stamp duty, registration fees and other such costs together with cost incurred on development of mining rights and other related cost of mines transferred from “Exploration intangible assets under development”. Intangible assets are amortised over their estimated useful life on a straight line basis. Software is amortised over the estimated useful life ranging from 2-5 years. Amounts paid for securing mining rights are amortised 408 409 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 over the period of the mining lease ranging from 16-25 years. Technological know-how and acquired brand are amortised over the estimated useful life of ten years. Gains or losses arising from derecognition of an intangible asset are recognised in the consolidated statement of profit and loss when the asset is derecognised. The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected useful life of the asset is different from previous estimates, the change is accounted for prospectively as a change in accounting estimate. (F) Exploration and evaluation intangible assets Exploration and evaluation expenditure incurred prior to obtaining the mining right or the legal right to explore are expensed as incurred. Exploration and evaluation expenditure incurred after obtaining the mining right or the legal right to explore are capitalised as exploration and evaluation assets (intangible assets) and stated at cost less impairment, if any. Exploration and evaluation intangible assets are transferred to the appropriate category of property, plant and equipment when the technical feasibility and commercial viability has been determined. Exploration intangible assets under development are assessed for impairment and impairment loss, if any, is recognised prior to reclassification. Exploration expenditure includes all direct and allocated indirect expenditure associated with finding specific mineral resources which includes depreciation and applicable operating costs of related support equipment and facilities and other costs of exploration activities: • Acquisition costs - costs associated with acquisition of licenses and rights to explore, including related professional fees. • General exploration costs - costs of surveys and studies, rights of access to properties to conduct those studies (e.g., costs incurred for environment clearance, defence clearance, etc.), and salaries and other expenses of geologists, geophysical crews and other personnel conducting those studies. • Costs of exploration drilling and equipping exploration and appraisal wells. Exploration expenditure incurred in the process of determining oil and gas exploration targets is capitalised within "Exploration and evaluation assets" (intangible assets) and subsequently allocated to drilling activities. Exploration drilling costs are initially capitalised on a well-by-well basis until the success or otherwise of the well has been established. The success or failure of each exploration effort is judged on a well-by-well basis. Drilling costs are written off on completion of a well unless the results indicate that hydrocarbon reserves exist and there is a reasonable prospect that these reserves are commercial. Following appraisal of successful exploration wells, if commercial reserves are established and technical feasibility for extraction demonstrated, then the related capitalised exploration costs are transferred into a single field cost centre within property, plant and equipment - development/producing assets (oil and gas properties) after testing for impairment. Where results of exploration drilling indicate the presence of hydrocarbons which are ultimately not considered commercially viable, all related costs are written off to the consolidated statement of profit and loss. Expenditure incurred on the acquisition of a license interest is initially capitalised on a license-by-license basis. Costs are held, undepleted, within exploration and evaluation assets until such time as the exploration phase on the license area is complete or commercial reserves have been discovered. Net proceeds from any disposal of an exploration asset are initially credited against the previously capitalised costs. Any surplus/ deficit is recognised in the consolidated statement of profit and loss. (G) Impairment of non-financial assets Impairment charges and reversals are assessed at the level of cash-generating units. The Group assesses at each reporting date, whether there is an indication that an asset may be impaired. The Group conducts an internal review of asset values annually, which is used as a source of information to assess for any indications of impairment or reversal of previously recognised impairment losses. Internal and external factors, such as worse economic performance than expected, changes in expected future prices, costs and other market factors are also monitored to assess for indications of impairment or reversal of previously recognised impairment losses. Fair value less costs of disposal is the price that would be received to sell the asset in an orderly transaction between market participants and does not reflect the effects of factors that may be specific to the Group and not applicable to entities in general. Fair value for mineral and oil and gas assets is generally determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset, including any expansion prospects, and its eventual disposal, using assumptions that an independent market participant may take into account. These cash flows are discounted at an appropriate post tax discount rate to arrive at the net present value. If any such indication exists where annual testing of impairment is required, then an impairment review is undertaken and the recoverable amount is calculated, as the higher of fair value less costs of disposal and the asset's value in use. Value in use is determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset in its present form and its eventual disposal. The cash flows are discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted. Value in use is determined by applying assumptions specific to the Group's continued use and cannot take into account future development. These assumptions are different to those used in calculating fair value and consequently the value in use calculation is likely to give a different result to a fair value calculation. The Group assesses whether climate risks, including physical risks and transition risks could have a significant impact. If so, these risks are included in the cash-flow forecasts in assessing value in use amounts. The carrying amount of the CGU is determined on a basis consistent with the way the recoverable amount of the CGU is determined. The carrying value is net of deferred tax liability recognised in the fair value of assets acquired in the business combination. If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. An impairment loss is recognised in the consolidated statement of profit and loss. Any reversal of the previously recognised impairment loss is limited to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had previously been recognised except if initially attributed to goodwill. Exploration and evaluation intangible assets: In assessing whether there is any indication that an exploration and evaluation asset may be impaired, the Group considers, as a minimum, the following indicators: • the period for which the Group has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; • substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; • exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Group has decided to discontinue such activities in the specific area; • sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale; and • reserve information prepared annually by external experts. When a potential impairment is identified, an assessment is performed for each area of interest in conjunction with the group of operating assets (representing a cash-generating unit) to which the exploration and evaluation assets is attributed. Exploration areas in which reserves have been discovered but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway or planned. To the extent that capitalised expenditure is no longer expected to be recovered, it is charged to the consolidated statement of profit and loss. (H) Financial instruments (i) Financial assets - recognition and subsequent measurement All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset. 410 411 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 Trade receivables that do not contain a significant financing component are measured at transaction price as per Ind AS 115. For purposes of subsequent measurement, financial assets are classified in four categories: • Financial assets at amortised cost After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. • Financial assets at fair value through other comprehensive income (FVOCI) Debt instruments included within the FVOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognised in other comprehensive income (OCI). However, interest income, impairment losses and reversals and foreign exchange gain or loss are recognised in the consolidated statement of profit and loss. On derecognition of the asset, cumulative gain or loss previously recognised in other comprehensive income is reclassified from the equity to consolidated statement of profit and loss. Interest earned whilst holding fair value through other comprehensive income debt instrument is reported as interest income using the EIR method. For equity instruments, the Company may make an irrevocable election to present subsequent changes in the fair value in OCI. The Company makes such election on an instrument-by-instrument basis. If the Company decides to classify an equity instrument as at FVOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to the consolidated statement of profit and loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity. • Financial assets at fair value through profit or loss (FVTPL) Any debt instrument, which does not meet the criteria for categorisation as at amortised cost or as FVOCI, is classified as at FVTPL. In addition, the Group may elect to designate a debt instrument, which otherwise meets amortised cost or FVOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as 'accounting mismatch'). The Group has not designated any debt instrument at FVTPL. An equity instrument in the scope of Ind AS 109 is measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS 103 applies are classified as at FVTPL. Further, the provisionally priced trade receivables are marked to market using the relevant forward prices for the future period specified in the contract and is adjusted in revenue. (ii) Impairment of financial assets The Group follows 'simplified approach' for recognition of impairment loss allowance on trade receivables, contract assets and lease receivables. The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. At each reporting date, for recognition of impairment loss on other financial assets and risk exposure, the Group determines whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the Group reverts to recognising impairment loss allowance based on 12-month ECL. a) Financial assets measured at amortised cost: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets. The Group does not reduce impairment allowance from the gross carrying amount. b) Debt instruments measured at FVOCI: Since financial assets are already reflected at fair value, impairment allowance is not further reduced from its value. Rather, ECL amount is presented as 'accumulated impairment amount' in the OCI. For assessing increase in credit risk and impairment loss, the Group combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis. The Group does not have any purchased or originated credit-impaired (POCI) financial assets, i.e., financial assets which are credit impaired on purchase/ origination. (iii) Financial liabilities – Recognition and Subsequent measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, or as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value, and in the case of financial liabilities at amortised cost, net of directly attributable transaction costs. The Group's financial liabilities include trade and other payables, loans and borrowings including financial guarantee contracts and derivative financial instruments. The measurement of financial liabilities depends on their classification, as described below: • Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the consolidated statement of profit and loss. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognised in OCI. These gains/ losses are not subsequently transferred to consolidated income statement. However, the Group may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the consolidated statement of profit and loss. The Group has not designated any financial liability at fair value through profit or loss. Further, the provisionally priced trade payables are marked to market using the relevant forward prices for the future period specified in the contract. • Financial liabilities at amortised cost (Loans, Borrowings and Trade and Other payables) After initial recognition, interest-bearing loans and borrowings and trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the consolidated statement of profit and loss when the liabilities are derecognised as well as through the EIR amortisation process. (iv) Financial liabilities - Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. When a new financial liability is recognised in place of an existing one, the difference in the respective carrying amounts is recognised in the statement of profit and loss. (v) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs. The Company recognises a liability to pay dividend to equity holders of the company when the distribution is authorised, and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution with respect to interim dividend is authorised when it is approved by the board of directors of the Company and final dividend is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity. (I) Derivative financial instruments and hedge accounting Initial recognition and subsequent measurement In order to hedge its exposure to foreign exchange, interest rate, and commodity price risks, the Group enters into forward, option, swap contracts and other derivative financial instruments. The Group does not hold derivative financial instruments for speculative purposes. 412 413 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to the consolidated statement of profit and loss, except for the effective portion of cash flow hedges, which is recognised in OCI and later reclassified to the consolidated statement of profit and loss when the hedge item affects profit or loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability. Hedges that meet the strict criteria for hedge accounting are accounted for, as described below: (i) Fair value hedges Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in the consolidated statement of profit and loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in the consolidated statement of profit and loss. Hedge accounting is discontinued when the group revokes the hedge relationship, the hedging instrument or hedged item expires or is sold, terminated, or exercised or no longer meets the criteria for hedge accounting. (ii) Cash flow hedges The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the consolidated statement of profit and loss. Amounts recognised in OCI are transferred to the consolidated statement of profit and loss when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs. When the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised in OCI are transferred to the initial carrying amount of the non- financial asset or liability. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the hedging strategy), or if its designation as a hedge is revoked, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss previously recognised in OCI remains separately in equity until the forecast transaction occurs or the foreign currency firm commitment is met. (J) Leases The Group assesses at contract inception, all arrangements to determine whether they are, or contain, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group as a lessee applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities towards future lease payments and right-of-use assets representing the right to use the underlying assets. (i) Right-of-use assets The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date when the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The right-of-use assets are also subject to impairment. Right-of-use assets are depreciated on a straight- line basis over the shorter of the lease term and the estimated useful lives of the assets as described in 'D' above. (ii) Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (and, in some instances, in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is generally not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Group’s lease liabilities are disclosed on the face of Balance sheet. (iii) Short-term leases and leases of low-value assets The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low- value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term. (K) Inventories Inventories and work-in-progress are valued at the lower of cost and net realisable value. Cost is determined on the following basis: • Purchased copper concentrate is recorded at cost on a first-in, first-out (“FIFO”) basis; all other materials including stores and spares are valued on weighted average basis except in Oil and Gas business where stores and spares are valued on FIFO basis; • Finished products are valued at raw material cost plus costs of conversion, comprising labour cost and an attributable proportion of manufacturing overheads based on normal levels of activity and are moved out of inventory on a weighted average basis (except in copper business where FIFO basis is followed); and • By-products and scrap are valued at net realisable value. Net realisable value is determined based on estimated selling price, less further costs expected to be incurred for completion and disposal. Inventories of 'Fuel Stock' mainly consist of coal which is used for generating power. On consumption, the cost is charged off to 'Power and Fuel' expenses in the consolidated statement of profit and loss. (L) Government grants Grants and subsidies from the government are recognised when there is reasonable assurance that (i) the Group will comply with the conditions attached to them, and (ii) the grant/subsidy will be received. Where the grant relates to an asset, it is recognised as deferred income and released to income in equal amounts over the expected useful life of the related asset and presented within other income. (M) Taxation Tax expense represents the sum of current tax and deferred tax. Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the reporting date and includes any adjustment to tax payable in respect of previous years. Subject to the exceptions below, deferred tax is provided, using the balance sheet method, on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes and on carry forward of unused tax credits and unused tax losses: • tax payable on the future remittance of the past earnings of subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; • deferred income tax is not recognised on: 414 415 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 (a) initial recognition as well as on the impairment of goodwill which is not deductible for tax purposes; or (b) initial recognition of an asset or liability in a transaction that: (i) is not a business combination; (ii) at the time of the transaction, affects neither the accounting profit nor taxable profit (tax loss)and (iii) at the time of the transaction, does not give rise to equal taxable and deductible temporary differences; and • deferred tax assets are recognised only to the extent that it is more likely than not that they will be recovered. The carrying amount of deferred tax assets is reviewed at each reporting date and is adjusted to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Deferred tax is provided on temporary differences arising on acquisitions that are categorised as Business Combinations. Deferred tax is recognised at acquisition as part of the assessment of the fair value of assets and liabilities acquired. Subsequently deferred tax is charged or credited in the consolidated statement of profit and loss/other comprehensive income as the underlying temporary difference is reversed. Further, management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group shall reflect the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment. (N) Retirement benefit schemes The Group operates or participates in a number of defined benefits and defined contribution schemes, the assets of which (where funded) are held in separately administered funds. For defined benefit schemes, the cost of providing benefits under the plans is determined by actuarial valuation each year separately for each plan using the projected unit credit method by third party qualified actuaries. Remeasurement including, effects of asset ceiling and return on plan assets (excluding amounts included in interest on the net defined benefit liability) and actuarial gains and losses arising in the year are recognised in full in other comprehensive income and are not recycled to the consolidated statement of profit and loss. Net interest is calculated by applying a discount rate to the net defined benefit liability or asset at the beginning of the period. Defined benefit costs are split into current service cost, past service cost, net interest expense or income and remeasurement and gains and losses on curtailments and settlements. Current service cost and past service cost are recognised within employee benefit expense. Net interest expense or income is recognised within finance costs. For defined contribution schemes, the amount charged to the consolidated statement of profit and loss in respect of pension costs and other post retirement benefits is the contributions payable in the year, recognised as and when the employee renders related services. (O) Share-based payments Certain employees (including executive directors) of the Group receive part of their remuneration in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-settled transactions’). The cost of equity-settled transactions with employees is measured at fair value of share awards at the date at which they are granted. The fair value of share awards is determined with the assistance of an external valuer and the fair value at the grant date is expensed on a proportionate basis over the vesting period based on the Group’s estimate of shares that will eventually vest. The estimate of the number of awards likely to vest is reviewed at each balance sheet date up to the vesting date at which point the estimate is adjusted to reflect the current expectations. The resultant increase in equity is recorded in share- based payment reserve. In case of cash-settled transactions, a liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting date up to and including the settlement date, with changes in fair value recognised in employee benefits expense. The fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The fair value is determined with the assistance of an external valuer. (P) Provisions, contingent liabilities and contingent assets Provisions represent liabilities for which the amount or timing is uncertain. Provisions are recognised when the Group has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such an obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognised in the consolidated statement of profit and loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to reflect the current best estimate. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Group does not recognise a contingent liability but discloses its existence in the consolidated balance sheet. Contingent assets are not recognised but disclosed in the financial statements when an inflow of economic benefit is probable. The Group has significant capital commitments in relation to various capital projects which are not recognised in the balance sheet. (Q) Restoration, rehabilitation and environmental costs An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the development or ongoing production of a mine or oil fields. Such costs, discounted to net present value, are provided for and a corresponding amount is capitalised at the start of each project, as soon as the obligation to incur such costs arises. These costs are charged to the consolidated statement of profit and loss over the life of the operation through the depreciation of the asset and the unwinding of the discount on the provision. The cost estimates are reviewed periodically and are adjusted to reflect known developments which may have an impact on the cost estimates or life of operations. The impact of climate- related matters, such as changes in environmental regulations and other relevant legislation, is considered by the Group in estimating the restoration, rehabilitation and environmental costs. The cost of the related asset is adjusted for changes in the provision due to factors such as updated cost estimates, changes to lives of operations, new disturbance and revisions to discount rates. The adjusted cost of the asset is depreciated prospectively over the lives of the assets to which they relate. The unwinding of the discount is shown as finance cost in the consolidated statement of profit and loss. Costs for the restoration of subsequent site damage, which is caused on an ongoing basis during production, are provided for at their net present value and charged to the consolidated statement of profit and loss as extraction progresses. Where the costs of site restoration are not anticipated to be material, they are expensed as incurred. (R) Accounting for foreign currency transactions and translations The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates. For all principal operating subsidiaries, the functional currency is normally the local currency of the country in which it operates with the exception of oil and gas business operations which have a US dollar functional currency as that is the currency of the primary economic environment in which it operates. The financial statements are presented in Indian rupee (C). In the financial statements of individual group companies, transactions in currencies other than the respective functional currencies are translated into their functional currencies at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in other currencies are translated into functional currencies at exchange rates prevailing on the reporting date. Non-monetary assets and liabilities denominated in other currencies and measured 416 417 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 at historical cost or fair value are translated at the exchange rates prevailing on the dates on which such values were determined. All exchange differences are included in the consolidated statement of profit and loss except those where the monetary item is designated as an effective hedging instrument of the currency risk of designated forecasted sales or purchases, which are recognised in the other comprehensive income. Exchange differences which are regarded as an adjustment to interest costs on foreign currency borrowings, are capitalised as part of borrowing costs in qualifying assets. For the purposes of the consolidation of financial statements, items in the consolidated statement of profit and loss of those businesses for which the Indian Rupees is not the functional currency are translated into Indian Rupees at the average rates of exchange during the year/ exchange rates as on the date of transaction. The related consolidated balance sheet is translated into Indian rupees at the rates as at the reporting date. Exchange differences arising on translation are recognised in consolidated statements of other comprehensive income. On disposal of such entities the deferred cumulative exchange differences recognised in equity relating to that particular foreign operation are recognised in the consolidated statement of profit and loss. The Group had applied paragraph 46A of AS 11 under Previous GAAP. Ind AS 101 gives an option, which has been exercised by the Group, whereby a first time adopter can continue its Indian GAAP policy for accounting for exchange differences arising from translation of long-term foreign currency monetary items recognised in the Indian GAAP financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period. Hence, foreign exchange gain/loss on long-term foreign currency monetary items recognised upto 31 March 2016 has been deferred/capitalised. Such exchange differences arising on translation/settlement of long- term foreign currency monetary items and pertaining to the acquisition of a depreciable asset are amortised over the remaining useful lives of the assets. Exchange differences arising on translation/ settlement of long-term foreign currency monetary items, acquired post 01 April 2016, pertaining to the acquisition of a depreciable asset are charged to the consolidated statement of profit and loss. (S) Earnings per share The Group presents basic and diluted earnings per share ("EPS") data for its equity shares. Basic EPS is calculated by dividing the profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to equity shareholders and the weighted average number of equity shares outstanding for the effects of all dilutive potential equity shares. (T) Buyers' Credit/ Suppliers' Credit and vendor financing The Group enters into arrangements whereby banks and financial institutions make direct payments to suppliers for raw materials and project materials. The banks and financial institutions are subsequently repaid by the Group at a later date providing working capital timing benefits. These are normally settled between twelve months (for raw materials) to thirty six months (for project and materials). Where these arrangements are with a maturity of up to twelve months, the economic substance of the transaction is determined to be operating in nature and these are recognised as operational buyers’ credit/ suppliers' credit and disclosed on the face of the balance sheet. Interest expense on these are recognised in the finance cost. Payments made by banks and financial institutions to the operating vendors are treated as a non-cash item and settlement of operational buyer’s credit/ suppliers’ credit by the Group is treated as cash flows from operating activity reflecting the substance of the payment. Where such arrangements are with a maturity beyond twelve months and up to thirty six months, the economic substance of the transaction is determined to be financing in nature, and these are presented within borrowings in the consolidated balance sheet. Payments made to vendors are treated as cash item and disclosed as cash flows from operating/ investing activity depending on the nature of the underlying transaction. Settlement of dues to banks and financial institution are treated as cash flows from financing activity. (U) Borrowing costs Borrowing cost includes interest expense as per effective interest rate (EIR) and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs directly relating to the acquisition, construction or production of a qualifying capital project under construction are capitalised and added to the project cost during construction until such time that the assets are substantially ready for their intended use, i.e., when they are capable of commercial production. Borrowing costs relating to the construction phase of a service concession arrangement is capitalised as part of the cost of the intangible asset. Where funds are borrowed specifically to finance a qualifying capital project, the amount capitalised represents the actual borrowing costs incurred. Where surplus funds are available out of money borrowed specifically to finance a qualifying capital project, the income generated from such short-term investments is deducted from the total capitalised borrowing cost. If any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing then becomes part of general borrowing. Where the funds used to finance a project form part of general borrowings, the amount capitalised is calculated using a weighted average of rates applicable to relevant general borrowings of the Group during the year. All other borrowing costs are recognised in the consolidated statement of profit and loss in the year in which they are incurred. Capitalisation of interest on borrowings related to construction or development projects is ceased when substantially all the activities that are necessary to make the assets ready for their intended use are complete or when delays occur outside of the normal course of business. (V) Treasury shares The Group has created an Employee Benefit Trust (EBT) for providing share-based payment to its employees. The Group uses EBT as a vehicle for distributing shares to employees under the employee remuneration schemes. The EBT buys shares of the company from the market, for giving shares to employees. The shares held by EBT are treated as treasury shares. Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in equity. Share options whenever exercised, would be satisfied with treasury shares. (W) Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand and short-term money market deposits which have maturity of three months or less from the date of acquisition, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above. (X) Exceptional items Exceptional items are those items that management considers, by virtue of their size or incidence (including but not limited to impairment charges and acquisition and restructuring related costs), should be disclosed separately to ensure that the financial information allows an understanding of the underlying performance of the business in the year, so as to facilitate comparison with prior periods. Also tax charges related to exceptional items and certain one-time tax effects are considered exceptional. Such items are material by nature or amount to the year’s result and require separate disclosure in accordance with Ind AS. The determination as to which items should be disclosed separately requires a degree of judgement. The details of exceptional items are set out in note 36. 3(b) Application of new and amended standards (A) The Group has adopted, with effect from 01 April 2023, the following new and revised standards. Their adoption has not had any significant impact on the amounts reported in the consolidated financial statements. 1. Amendment to Ind AS 1 Presentation of financial statements: The amendment requires disclosure of material accounting policies rather than significant accounting policies. 2. Amendment to Ind AS 12 Income Taxes: The amendment clarifies application of initial recognition exemption to transactions such as leases and decommissioning obligations. 3. Amendment to Ind AS 8 Accounting Policies, Change in Accounting Estimates and Errors: The amendments clarify the distinction between changes in accounting estimates, changes in accounting policies and the correction of errors. (B) Standards notified but not yet effective There are no new standards that are notified, but not yet effective, upto the date of issuance of the Group’s financial statements. 418 419 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 3(c) Significant accounting estimates and judgements The preparation of consolidated financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, expenses and disclosures of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of revenues and expenses for the years presented. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ materially from the amounts included in the financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected. The information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are as given below. (A) Significant estimates i) Carrying value of exploration and evaluation assets Exploration assets are assessed by comparing the carrying value to higher of fair value less cost of disposal or value in use if impairment indicators, as contained in Ind AS 106, exists. Change to the valuation of exploration assets is an area of judgement. Further details on the Group’s accounting policies on this are set out in accounting policy above. The amounts for exploration and evaluation assets represent active exploration projects. These amounts will be written off to the consolidated statement of profit and loss as exploration costs unless commercial reserves are established or the determination process is not completed and there are no indications of impairment. The outcome of ongoing exploration, and therefore whether the carrying value of exploration and evaluation assets will ultimately be recovered, is inherently uncertain. Details of carrying values are disclosed in note 6. ii) Recoverability of deferred tax and other income tax assets The Group has carry forward tax losses and unabsorbed depreciation that are available for offset against future taxable profit. Deferred tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the unused tax losses or tax credits can be utilised. This involves an assessment of when those assets are likely to reverse, and a judgement as to whether or not there will be sufficient taxable profits available to offset the assets. This requires assumptions regarding future profitability, which is inherently uncertain. To the extent assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognised in respect of deferred tax assets and consequential impact in the consolidated statement of profit and loss. During the year ended 31 March 2024, based on financial projections and requirements of Ind AS 12, ESL derecognised deferred tax assets on business losses amounting to C 309 crore (31 March 2023: C 277 crore). Post said derecognition, deferred tax assets balance on carry forward unabsorbed depreciation as at 31 March 2024 is C 2,787 crore, which based on management's estimate is probable to realise. iii) Copper operations in Tamil Nadu, India Tamil Nadu Pollution Control Board (“TNPCB”) had issued a closure order of the Tuticorin Copper smelter, against which the Company had filed an appeal with the National Green Tribunal (“NGT”). NGT had, on 08 August 2013, ruled that the Copper smelter could continue its operations subject to implementation of recommendations of the Expert Committee appointed by the NGT. The TNPCB had filed an appeal against the order of the NGT before the Supreme Court of India. In the meanwhile, the application for renewal of Consent to Operate (""CTO"") for existing copper smelter was rejected by TNPCB in April 2018. The Company had filed an appeal before the TNPCB Appellate Authority challenging the Rejection Order. During the pendency of the appeal, the TNPCB vide its order dated 23 May 2018 ordered closure of existing copper smelter plant with immediate effect. Further, the Government of Tamil Nadu issued orders on the same date with a direction to seal the existing copper smelter plant permanently which were not in accordance with the procedure prescribed under applicable laws. Subsequently, the Directorate of Industrial Safety and Health passed orders dated 30 May 2018, directing the immediate suspension and revocation of the Factory License and the Registration Certificate for the existing smelter plant. The Company appealed this before the NGT. NGT vide its order on 15 December 2018 had set aside the impugned orders and directed the TNPCB to pass fresh orders for renewal of consent and authorisation to handle hazardous substances, subject to appropriate conditions for protection of environment in accordance with law. The State of Tamil Nadu and TNPCB approached Supreme Court in Civil Appeals on 02 January 2019 challenging the judgement of NGT dated 15 December 2018 and the previously passed judgement of NGT dated 08 August 2013. The Supreme Court vide its judgement dated 18 February 2019 set aside the judgements of NGT dated 15 December 2018 and 08 August 2013 solely on the basis of maintainability and directed the Company to file an appeal in High court. The Company had filed a writ petition before the Madras High Court challenging the various orders passed against the Company in FY 2018 and FY 2013. On 18 August 2020, the Madras High Court delivered the judgement wherein it dismissed all the Writ Petitions filed by the Company. Thereafter, the Company had approached the Supreme Court and challenged the said High Court order by way of a Special Leave Petition ("SLP"). The Hon'ble Supreme Court, after hearing the parties to the proceedings had dismissed the SLP filed by the Company vide judgment dated 29 February 2024. On 01 April 2024, The Company preferred a review petition before the Hon'ble Supreme Court. Expansion Project: Separately, the Company had filed a fresh application for renewal of the Environmental Clearance for the proposed Copper Smelter Plant 2 ("Expansion Project") dated 12 March 2018 before the Expert Appraisal Committee of the Ministry of Environment, Forests and Climate Change ("the MoEFCC") wherein a sub- committee was directed to visit the Expansion Project site prior to prescribing the Terms of Reference. In the meantime, the Madurai Bench of Madras High Court in a Public Interest Litigation held vide its order dated 23 May 2018 that the application for renewal of the Environmental Clearance for the Expansion Project shall be processed after a mandatory public hearing and in the interim, ordered the Company to cease construction and all other activities on site for the proposed Expansion Project with immediate effect. The MoEFCC had delisted the Expansion Project since the matter was sub-judice. Separately, SIPCOT vide its letter dated 29 May 2018, cancelled 342.22 acres of the land allotted for the proposed Expansion Project. Further, the TNPCB issued orders on 07 June 2018 directing the withdrawal of the Consent to Establish ("CTE") which was valid till 31 March 2023. The Company had approached Madras High Court by way of writ petition challenging the cancellation of lease deeds by SIPCOT pursuant to which an interim stay had been granted. The Company had also appealed this action before the TNPCB Appellate Authority. The matter has been adjourned until further notice. As per the Company's assessment, it is in compliance with the applicable regulations and hence preferred a review petition before the Hon'ble Supreme Court. Considering prolonged time of plant closure and uncertainties around opening of plant due to rejection of SLP by Hon’ble Supreme Court, the Company has carried out an impairment assessment, on Tuticorin plant assets having carrying value of C 1,681 crore (including PPE, CWIP and inventory) using Depreciated Replacement Cost / Scrap Value method for PPE and CWIP, and Net recoverable method for inventory. Accordingly, impairment on assets of C 746 crore (including PPE of C 553 crore, CWIP of C 130 crore and loss on inventory of C 63 crore) has been recorded during the year ended 31 March 2024. Property, plant and equipment of C 432 crore (31 March 2023: C 1,033 crore) and inventories of C 217 crore (31 March 2023: C 269 crore), pertaining to existing and expansion plant, could not be physically verified, anytime during the year, as the access to the plant is presently restricted. However, any difference between book and physical quantities is unlikely to be material. (iv) ESL, had filed application for renewal of CTO on 24 August 2017 for the period of five years which was denied by Jharkhand State Pollution Control Board ("JSPCB") on 23 August 2018, as JSPCB awaited response from the MoEFCC over a 2012 show-cause notice. After a personal hearing towards the show cause notice, the MoEFCC revoked the Environment Clearance ("EC") on 20 September 2018. The High Court of Jharkhand granted stay against both revocation orders and allowed the continuous running of the plant operations under regulatory supervision of the JSPCB. Jharkhand High Court, on 16 September 2020, passed an order vacating the interim stay in place beyond 23 September 2020, while listed the matter for final hearing. ESL urgently filed a petition in the Hon’ble Supreme Court, and on 22 September 2020, ESL was granted permission to run the plant till further orders. The Forest Advisory Committee ("FAC") of the MoEFCC granted the Stage 1 clearance and the the MoEFCC approved the related Terms of Reference ("TOR") on 25 August 2020. ESL presented its proposal before the Expert Appraisal Committee ("EAC") after completing the public consultation process and the same has 420 421 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 been recommended for grant of EC subject to Forest Clearance by the EAC in its 41st meeting dated 29 and 30 July 2021. Vide letter dated 25 August 2021, the MoEFCC rejected the EC “as of now” due to stay granted by Madras High Court vide order dated 15 July 2021 in a Public Interest Litigation filed against the Standard Operating Procedure which was issued by the MoEFCC for regularisation of violation case on 07 July 2021. The Hon’ble Supreme Court vide order dated 09 December 2021 decided the matter by directing the MoEFCC to process the EC application of ESL as per the applicable law within a period of three months. The MoEFCC vide its letter dated 02 February 2022 has deferred the grant of EC till Forest Clearance ("FC") Stage-II is granted to ESL. ESL has submitted its reply against the MoEFCC letter vide letter dated 11 February 2022 for reconsidering the decision of linking EC with FC as the grant of FC Stage – II is not a condition precedent for grant of EC. As per Stage 1 clearance, the Group is required to provide non-forest land in addition to the afforestation cost. The Group, based on the report of an Environment Impact Assessment consultant, had recognised a provision of C 213 crore as part of exceptional item during the year ended 31 March 2021 with respect to the costs to be incurred by it for obtaining EC and an additional C 7 crore was provided against final order relating to wildlife conservation plan received during the year ended 31 March 2022. On 05 June 2023, MoEFCC revoked the FC Stage-I against which ESL has written a letter for reconsideration. Against the revocation, the State Govt of Jharkhand has also submitted its request letter to MoEFCC to reconsider its decision and grant some more time. Referring to the State’s letter, MoEFCC has issued a letter dated 18 August 2023 to the Principal Secretary (Forest), Jharkhand to submit the compliance status report, which was submitted on 17 November 2023 with positive remarks. Next date of hearing is yet to be scheduled. Management believes no further provision is required. (v) Oil and Gas reserves Significant technical and commercial judgements are required to determine the Company’s estimated oil and natural gas reserves. Reserves considered for computing depletion are proved reserves for acquisition costs and proved and developed reserves for successful exploratory wells, development wells, processing facilities, distribution assets, estimated future abandonment cost and all other related costs. Reserves for this purpose are considered on working interest basis which are reassessed at least annually. Details of such reserves are given in note 44. Changes in reserves as a result of change in management assumptions could impact the depreciation rates and the carrying value of assets (Refer note 6). (vi) Carrying value of developing/producing oil and gas assets Management performs impairment tests on the Company’s developing/producing oil and gas assets where indicators of impairment are identified in accordance with Ind AS 36. Estimates/ assumptions Basis Future production proved and probable reserves, production facilities, resource estimates and expansion projects Commodity prices management’s best estimate benchmarked with external sources of information, to ensure they are within the range of available analyst forecast Discount to price management’s best estimate based on historical prevailing discount and updated sales contracts Period For Rajasthan block, cash flows are considered based on economic life of the fields. Discount rates cost of capital risk-adjusted for the risk specific to the asset/ CGU Any subsequent changes to cash flows due to changes in the above mentioned factors could impact the carrying value of the assets. Details of carrying values and impairment charge/ (reversal) and the assumptions used are disclosed in note 6 and 36 respectively. (vii) Climate Change The Group aims to achieve net carbon neutrality by 2050, and has committed reduction in emission by 25% by 2030 from 2021 baseline, net water positivity by 2030 as part of its climate risk and has outlined its climate risk assessment and opportunities in the ESG strategy. Climate change may have various impacts on the Group in the medium to long term. These impacts include the risks and opportunities related to the demand of products and services, impact due to transition to a low-carbon economy, disruption to the supply chain, risk of physical harm to the assets due to extreme weather conditions, regulatory changes etc. The accounting related measurement and disclosure items that are most impacted by our commitments, and climate change risk more generally, relate to those areas of the financial statements that are prepared under the historical cost convention and are subject to estimation uncertainties in the medium to long term. The potential effects of climate change may be on assets and liabilities that are measured based on an estimate of future cash flows. The main ways in which potential climate change impacts have been considered in the preparation of the financial statements, pertain to (a) inclusion of capex in cash flow projections, (b) recoverable amounts of existing assets and (c) review of estimates of useful lives of property, plant and equipment. The Group's strategy consists of mitigation and adaptation measures. The Group is committed to reduce its carbon footprint by limiting its exposure to coal- based projects and reducing its GHG emissions through high impact initiatives such as investment in Renewable Energy, fuel switch, electrification of vehicles and mining fleet and energy efficiency opportunities. During the current year, work has progressed towards the construction of renewable power delivery agreements in accordance with the Board approved plan (Refer note 40(A)(c)(iii)). Renewable sources have limitations in supplying round the clock power, so existing power plants would support transition and fleet replacement is part of normal lifecycle renewal. The Group has also taken certain measures towards water management such as commissioning of sewage treatment plants, rainwater harvesting, and reducing fresh water consumption. Collectively these measures have led to an increase of our water positivity to 0.7 (FY23: 0.63). These initiatives are aligned with the group's ESG strategy and no material changes were identified to the financial statements as a result. As the Group’s assessment of the potential impacts of climate change and the transition to a low-carbon economy continues to mature, any future changes in Group's climate change strategy, changes in environmental laws and regulations and global decarbonisation measures may impact the Group's significant judgments and key estimates and result in changes to financial statements and carrying values of certain assets and liabilities in future reporting periods. However, as of the balance sheet date, the Group believes that there is no material impact on carrying values of its assets or liabilities. (B) Significant judgements (i) Determining whether an arrangement contains a lease: The Group has ascertained that the Power Purchase Agreement (PPA) entered into between one of the subsidiaries and a State grid qualifies to be an operating lease under Ind AS 116 “Leases”. Accordingly, the consideration receivable under the PPA relating to recovery of capacity charges towards capital cost have been recognised as operating lease rentals and in respect of variable cost that includes fuel costs, operations and maintenance, etc. is considered as revenue from sale of products/services. Significant judgement is required in segregating the capacity charges due from the State grid, between fixed and contingent payments. The Group has determined that since the capacity charges under the PPA are based on the number of units of electricity made available by its Subsidiary which would be subject to variation on account of various factors like availability of coal and water for the plant, there are no fixed minimum payments under the PPA, which requires it to be accounted for on a straight line basis. The contingent rents recognised are disclosed in Note 27. (ii) Contingencies and other litigations In the normal course of business, contingent liabilities may arise from litigation, taxation and other claims against the Group. A provision is recognised when the Group has a present obligation as a result of past events and it is probable that the Group will be required to settle that obligation. Where it is management’s assessment that the outcome cannot be reliably quantified or is uncertain, the claims are disclosed as contingent liabilities unless the likelihood of an adverse outcome is remote. Such liabilities are disclosed in the notes but are not provided for in the financial statements. When considering the classification of legal or tax cases as probable, possible or remote, there is judgement involved. This pertains to the application of the legislation, which in certain cases is based upon management’s interpretation of country specific applicable law, in particular India, and the likelihood of settlement. Management uses in-house and external legal professionals to make informed decision. Although there can be no assurance regarding the final outcome of the legal proceedings, the Group does not expect them to have a materially adverse impact on the Group’s financial position or profitability. These are set out in note 40. For other significant litigations where the possibility of an outflow of resources embodying economic benefits is remote, refer note 41. (iii) Revenue recognition and receivable recovery in relation to the power division In certain cases, the Group’s power customers are disputing various contractual provisions of Power Purchase Agreements (PPA). Significant judgement is required in both assessing the tariff to be charged under the PPA in accordance with Ind AS 115 and to assess the recoverability of withheld revenue currently accounted for as receivables. 422 423 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 In assessing this critical judgment, management considered favourable external legal opinions that the Group has obtained in relation to the claims. In addition, the fact that the contracts are with government owned companies implies that the credit risk is low (refer note 8). 4 Acquisitions, Restructuring and Disposal of Subsidiary (A) Athena Chhattisgarh Power Limited On 21 July 2022, the Company acquired Athena Chhattisgarh Power Limited ("ACPL"), an unrelated party, under the liquidation proceedings of the Insolvency and Bankruptcy Code, 2016 for a consideration of C 565 crore, subject to approval by the National Company Law Tribunal (“NCLT”). ACPL is building a 1,200 MW (600 MW X 2) coal-based power plant located at Jhanjgir Champa district, Chhattisgarh. The Company filed a resolution application with the NCLT in July 2022 and further amended the application in November 2022 praying for merger of ACPL with the Company. The Company also sought various reliefs from certain legal and regulatory provisions as part of these applications. Pending receipt of NCLT approval, the Group had recorded the above transaction as an acquisition of property, plant and equipment at the purchase consideration paid during the year ended 31 March 2023. The NCLT approved the Company's resolution application with an appointed date of 21 July 2022 (""appointed date""), in its July 2023 order (""NCLT Order""), In accordance with applicable Ind AS, the Company has restated its financial results as at and for the year ended 31 March 2023 to record this merger. The Scheme of merger as approved by the NCLT interalia prescribes the following accounting treatment in the standalone financials of the Company: the difference between the fair value at the appointed date and the carrying value of the assets recorded pursuant to the amalgamation at their book value arrived at without considering any impairment/ write-off, would be written off by debit to the Statement of Profit and Loss of the Company and credited to the carrying value of the assets. This would be a permanent write-off of the carrying value of the assets and not a provision for diminution in the value of the assets. The charge on account of write-off of the assets, as mentioned above, as recorded by the Company will be transferred from its Retained Earnings to its Capital Reserve and accordingly, the Capital Reserve will stand diminished by the said amount. Pursuant to the NCLT Order, the Company has merged ACPL by carrying forward the book values of ACPL's assets of C 8,698 crore (as appearing in ACPL's financial statements as at 31 March 2022, which were audited by ACPL's auditors) at the appointed date without considering any impairment, applying Appendix C of Ind AS 103 - Business Combinations, instead of recognising the assets at purchase consideration in accordance with Ind AS 16. The difference between the values of assets acquired and the consideration paid was credited to Other Equity (Capital Reserve). The Company has written off the consequent loss of C 8,133 crore in the Statement of Profit and Loss for the year ended 31 March 2023, representing the difference between the book value of assets and consideration paid. The assets written off of C 8,133 crore, excluding tax consequences thereof, has been transferred from ‘Retained Earnings’ to ‘Capital Reserve’, in accordance with the Scheme. The above is in accordance with the NCLT Order, overriding the applicable Ind AS requirements. Consequent to the implementation of the merger, the carrying values of deferred tax assets (MAT credit) in the consolidated balance sheet as at 31 March 2023 was lower by C 1,421 crore with a corresponding reduction in income tax liabilities by C 979 crore and an increase in income tax assets by C 442 crore, on account of the lower MAT charge. These restated balances of 31 March 2023 have been carried to FY 2023-24. (B) Meenakshi Energy Limited Meenakshi Energy Limited (“Meenakshi”) is a 1,000 MW coal-based power plant located at Nellore, Andhra Pradesh. NCLT vide its order dated 10 August 2023 has granted its approval for the Resolution Plan as submitted by the Company for acquisition of Meenakshi under Corporate Insolvency Resolution Process in accordance with the provisions of Insolvency and Bankruptcy Code (IBC), 2016 for a total consideration of C 1,440 crore. Pursuant to the approval of Resolution Plan, the Company has made a payment of upfront consideration of C 312 crore and and infused C 1 crore through equity for the implementation of approved Resolution Plan. On 16 October 2023, zero coupon, secured, unlisted non-convertible debentures ("NCDs") of aggregate face value of C 1,128 crore have been issued by Meenakshi to its financial creditors, redeemable in 5 equal annual instalments starting from 16 October 2025. Consequent to satisfaction of all conditions precedent of the Resolution Plan, the Company has acquired control of Meenakshi on 27 December 2023. The above acquisition meets the criterion of asset acquisition under Ind AS 103 - Business Combinations. Accordingly, fair value of the total consideration amounting to C 1,080 crore has been allocated to the identified assets and liabilities acquired on the basis of their relative fair values. (C) Scheme of Arrangement for demerger The Board of Directors, in its meeting held on 29 September 2023, have approved a Scheme of Arrangement (“the Scheme”) for demerger of various businesses of the Company. The Scheme entails demerger of the Company’s Aluminium (represented by the Aluminium segment), Merchant Power (represented by the Power segment), Oil & Gas (represented by the Oil and Gas segment), Base Metals (represented by the Copper and Zinc International segment) and Iron Ore (represented by Iron Ore segment and Steel business) Undertakings, into 6 separate companies with a mirrored shareholding and consequent listings at BSE Limited and National Stock Exchange of India Limited (‘the Stock Exchanges’). The Company has filed the Scheme with the Stock Exchanges. Upon receipt of necessary approvals from the Stock Exchanges, the Scheme will be filed with the NCLT. Pending regulatory and other approvals, no adjustments have been recorded in the financial statements of the Group for the year ended 31 March 2024. (D) Disposal of subsidiary During the year ended 31 March 2024, Monte Cello BV ("MCBV"), a wholly owned subsidiary of the Company, sold 100% of its equity ownership in its wholly owned subsidiary, Copper Mines of Tasmania ("CMT") which was previously engaged in copper mining operations in Australia. Consequently, upfront cash consideration of C 84 crore (US$ 10 million) received by the Group and de-recognition of net liabilities of C 94 crore (US$ 11 million) pertaining to CMT, has resulted in a total gain of C 178 crore which has been included in other income in consolidated financial statements for the year ended 31 March 2024. Further, as part of the transaction, the acquirer shall pay the Group additional consideration in future upto US$ 310 million by way of fee/ royalties, on achieving certain pre-agreed milestones. 5 Segment Information A) Description of segment and principal activities The Group is a diversified natural resource group engaged in exploring, extracting and processing minerals and oil and gas. The Group produces zinc, lead, silver, copper, aluminium, iron ore, oil and gas, ferro alloys, steel, cement and commercial power and has a presence across India, South Africa, Namibia, U.A.E, Ireland, Australia, Japan, South Korea, Taiwan and Liberia. The Group is also in the business of port operations and manufacturing of glass substrate. The Group has seven reportable segments: copper, aluminium, iron ore, power, Zinc India (comprises zinc and lead India), Zinc international, oil and gas and others. The management of the Group is organised by its main products: copper, Zinc (comprises zinc and lead India, silver India and zinc international), aluminium, iron ore, oil and gas, power and others. "Others" segment mainly comprises port/berth, steel, glass substrate, semiconductor, display, ferro alloys and cement business and those segments which do not meet the quantitative threshold for separate reporting. Each of the reportable segments derives its revenues from these main products and hence these have been identified as reportable segments by the Group’s chief operating decision maker (“CODM”). Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amount allocated on a reasonable basis. Unallocated expenditure consist of common expenditure incurred for all the segments and expenses incurred at corporate level. The assets and liabilities that cannot be allocated between the segments are shown as unallocated assets and unallocated liabilities respectively. The accounting policies of the reportable segments are the same as the Group’s accounting policies. The operating segments reported are the segments of the Group for which separate financial information is available. Earnings before interest, depreciation and amortisation and tax ("EBITDA") are evaluated regularly by the CODM in deciding how to allocate resources and in assessing performance. The Group’s financing (including finance costs and finance income) and income taxes are reviewed on an overall basis and are not allocated to operating segments. Pricing between operating segments are on an arm’s length basis in a manner similar to transactions with third parties. The following table presents revenue and profit information and certain assets and liabilities information regarding the Group’s business segments as at and for the year ended 31 March 2024 and 31 March 2023 respectively. 424 425 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 For the year ended 31 March 2024 (C in crore) Particulars Business Segments Zinc India Zinc International Oil & Gas Aluminium Copper Iron Ore Power Others Eliminations Total Revenue External revenue (Refer note 36(a)) 27,889 3,555 17,837 48,317 19,726 8,956 6,153 9,360 - 1,41,793 Inter segment revenue 36 1 - 54 4 113 - 720 (928) - Segment revenue 27,925 3,556 17,837 48,371 19,730 9,069 6,153 10,080 (928) 1,41,793 Results Segment results (EBITDA) a 13,562 693 9,777 9,657 (69) 1,676 971 188 - 36,455 Less: Depreciation, depletion and amortisation 3,486 456 2,388 2,638 251 195 652 657 - 10,723 Add: Other expenses, net of income b,c 183 - (785) 95 10 8 11 1 - (477) Add: Other unallocable income, net of expenses 1,770 Less: Finance costs 9,465 Add: Net exceptional gain 2,803 Net profit before tax 20,363 Other information Segment assets 22,594 7,957 28,028 68,400 3,439 5,716 15,209 10,736 1,62,079 Financial assets investments 11,869 Deferred tax assets 2,689 Income tax assets 3,844 Cash and bank balances (including restricted cash and bank balances) 5,152 Others 5,174 Total assets 1,90,807 Segment liabilities 7,353 2,099 14,671 25,322 5,398 3,486 837 3,805 62,971 Deferred tax liabilities 10,152 Borrowing 71,758 Income tax liabilities (net of payments) 2,498 Others 1,359 Total liabilities 1,48,738 Capital expenditure d 3,530 2,139 3,217 7,773 104 621 1,364 1,355 - 20,118 Net (impairment)/ reversal relating to assets - (117) 1,179 (131) (746) - - - - 185 a) EBITDA is a non-GAAP measure. b) Includes amortisation of duty benefits relating to assets recognised as government grant. c) Includes cost of exploration wells written off in Oil & Gas segment. d) Includes capital expenditure of C 15 crore which is not allocable to any segment. For the year ended 31 March 2023 (C in crore) Particulars Business Segments Zinc India Zinc International Oil & Gas Aluminium# Copper Iron Ore Power# Others Eliminations Total Revenue External revenue 33,120 5,209 15,038 52,619 17,491 6,046 6,724 9,157 - 1,45,404 Inter segment revenue - - - 43 - 457 - 88 (588) - Segment revenue 33,120 5,209 15,038 52,662 17,491 6,503 6,724 9,245 (588) 1,45,404 Results Segment results (EBITDA) a 17,474 1,934 7,782 5,775 (4) 988 913 379 - 35,241 Less: Depreciation, depletion and amortisation 3,290 487 2,577 2,528 194 146 651 682 - 10,555 Add: Other income, net of expenses b,c 161 - (327) 90 2 8 13 1 - (52) Add: Other unallocable income, net of expenses 2,084 Less: Finance costs 6,225 Less: Net exceptional loss 217 Net profit before tax 20,276 Other information Segment assets 22,848 6,846 24,485 65,528 5,104 5,375 15,205 10,977 - 1,56,368 Financial assets investments 13,150 Deferred tax assets* 7,074 Income tax assets* 3,333 Cash and bank balances (including restricted cash and bank balances) 9,948 Others 5,504 Total assets 1,95,377 Segment liabilities 6,399 1,076 14,985 26,706 5,249 2,597 2,069 3,694 - 62,775 Deferred tax liabilities 5,922 Borrowing 66,182 Income tax liabilities (net of payments)* 622 Others 10,449 Total liabilities 1,45,950 Capital expenditure d 3,811 1,242 3,647 5,972 127 512 631 1,303 - 17,267 Net impairment reversal relating to assets - - 18 - (746) 644 - 109 - 771 * Restated, refer note 4(A). # Pursuant to conversion of one of the 300 MW Captive Power Plant ("CPP") unit to Independent Power Plant ("IPP") with effect from 01 April 2023, and considering the usability of units interchangeably as IPP or CPP based on the annual declaration to Chief Electricity Inspector and the annual consumption criteria as per the Electricity Act, 2003 and the Electricity Rules, 2005, the Chief Operating Decision Maker ("CODM") has decided to review the operating results of aluminium and power segments together in a combined manner for one of its subsidiaries, Bharat Aluminium Company Limited ("BALCO"). Consequently, with effect from 01 April 2023, these have been reported as a single Operating Segment, i.e., “Aluminium Segment”. Corresponding segment information for the year ended 31 March 2023 i.e., Segment revenue of C 477 crore (including inter- segment revenue of C 218 crore), Segment results of C (62) crore, Depreciation, depletion and amortisation of C 38 crore and Other income, net of expenses of C 3 crore for the year ended 31 March 2023 and Segment assets of C 1,290 crore and Segment liabilities of C 270 crore as at 31 March 2023 have been restated in accordance with Ind AS 108 “Operating Segments”. a) EBITDA is a non-GAAP measure. b) Includes amortisation of duty benefits relating to assets recognised as government grant. c) Includes cost of exploration wells written off in Oil & Gas segment. d) Includes capital expenditure of C 22 crore which is not allocable to any segment. 426 427 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 B) Geographical segment analysis The following table provides an analysis of the Group’s sales by region in which the customer is located, irrespective of the origin of the goods. (C in crore) Geographical Segments Year ended 31 March 2024 Year ended 31 March 2023 Revenue by geographical segment India 91,142 87,099 Europe 8,485 18,360 China 5,306 5,296 The United states of America 2,342 3,839 Mexico 1,562 4,619 Others 32,956 26,191 Total 1,41,793 1,45,404 The following is an analysis of the carrying amount of non-current assets, excluding deferred tax assets and financial assets, analysed by the geographical area in which the assets are located: (C in crore) Geographical Segments As at 31 March 2024 As at 31 March 2023* Carrying amount of non-current assets India 1,20,302 1,12,079 South Africa 6,802 5,316 Namibia 661 888 Taiwan 1,161 1,041 Other 1,194 1,632 Total 1,30,120 1,20,956 * Restated, refer note 4(A). C) Information about major customer No single customer has accounted for more than 10% of the Group’s revenue for the year ended 31 March 2024 and 31 March 2023. D) Disaggregation of Revenue Below table summarises the disaggregated revenue from contracts with customers (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Zinc metal 21,483 29,002 Lead metal 4,889 4,821 Silver metals and bars 5,503 4,577 Oil 14,873 12,448 Gas 2,885 2,807 Aluminium products 46,943 52,356 Copper products 19,328 17,070 Iron ore 5,400 2,328 Metallurgical coke 232 463 Pig iron 4,089 4,059 Power 4,574 5,288 Steel products 6,438 6,272 Ferro alloys 806 768 Others 5,070 3,725 Revenue from contracts with customers* 1,42,513 1,45,984 Revenue from contingent rents 1,423 1,543 Losses on provisionally priced contracts under Ind AS 109 (2,143) (2,123) Total revenue 1,41,793 1,45,404 *includes revenues from sale of services aggregating to C 321 crore (31 March 2023: C 326 crore) which is recorded over a period of time. The balance revenue from contracts with customers is recognised at a point in time. 6 Property, Plant and Equipment, Intangible assets, Capital work-in-progress and Exploration intangible assets under development (C in crore) Particulars Freehold Land Buildings Plant and equipment Mining property Oil & gas producing facilities Furniture and fixtures Vehicles Office equipment Right of Use assets (Refer note below) Total Capital work-in- progress (CWIP) Exploration intangible assets under development Total including capital work- in-progress and Exploration intangible assets under development Property, Plant and Equipment Gross Block As at 01 April 2022 2,180 15,219 1,15,997 19,687 93,589 499 402 1,164 1,176 2,49,913 45,237 8,018 3,03,168 Additions 83 96 1,791 576 - 9 19 86 232 2,892 11,950 1,542 16,384 Transfers/ Reclassifications (i), (ii) 8 441 4,185 2,547 2,440 9 (1) 5 - 9,634 (8,855) (148) 631 Disposals/ Adjustments (17) 13 (2,197) (13) (284) (53) (14) (78) (10) (2,653) - - (2,653) Exploration cost written off (Refer note 35) - - - - - - - - - - - (327) (327) Exchange differences 31 163 1,237 (572) 8,611 3 (10) (12) 1 9,452 1,869 712 12,033 As at 31 March 2023 2,285 15,932 1,21,013 22,225 1,04,356 467 396 1,165 1,399 2,69,238 50,201 9,797 3,29,236 Additions 129 198 1,794 386 - 8 15 53 774 3,357 14,412 1,195 18,964 CWIP written off (Refer note 36(b)) - - - - - - - - - - (131) - (131) Transfers/ Reclassifications (i) 2 296 6,692 1,939 1,859 4 4 11 38 10,845 (10,829) (162) (146) Disposals/ Adjustments (13) (21) (2,018) (548) (269) (10) (15) (26) (15) (2,935) (3) (52) (2,990) Exploration cost written off (Refer note 35) - - - - - - - - - - - (786) (786) Exchange differences 5 (55) 19 (219) 1,552 (7) (3) (5) (11) 1,276 331 137 1,744 As at 31 March 2024 2,408 16,350 1,27,500 23,783 1,07,498 462 397 1,198 2,185 2,81,781 53,981 10,129 3,45,891 Accumulated depreciation, depletion, amortisation and impairment As at 01 April 2022 335 7,306 46,912 11,977 89,621 365 154 1,037 216 1,57,923 31,007 6,369 1,95,299 Charge for the year 10 571 5,747 2,224 1,541 29 37 110 87 10,356 - - 10,356 Disposals/ Adjustments (7) 6 (1,392) (2) (6) (52) (9) (76) (10) (1,548) - - (1,548) Impairment charge/(reversal) for the year (Refer note 6(l)) - - (410) - (206) - - - - (616) (753) 598 (771) Transfers/ Reclassifications (i), (ii) - - 166 - 312 3 - (3) - 478 166 - 644 Exchange differences 25 174 1,107 (237) 7,833 (1) (8) (17) 1 8,877 2,508 574 11,959 As at 31 March 2023 363 8,057 52,130 13,962 99,095 344 174 1,051 294 1,75,470 32,928 7,541 2,15,939 Charge for the year 8 528 6,156 2,139 1,294 34 37 106 195 10,497 - - 10,497 Disposals/ Adjustments (7) (5) (1,287) (455) - (8) (10) (34) (8) (1,814) 45 - (1,769) Impairment charge/(reversal) for the year (Refer note 36) 18 165 33 - (789) 1 1 - 27 (544) 233 (45) (356) Transfers/ Reclassifications (i) - (24) 23 - 33 - - - - 32 - (32) - Exchange differences 4 (25) 100 (91) 1,453 (4) (2) (5) (5) 1,425 444 107 1,976 As at 31 March 2024 386 8,696 57,155 15,555 1,01,086 367 200 1,118 503 1,85,066 33,650 7,571 2,26,287 Net Book Value/Carrying Amount As at 01 April 2022 1,845 7,913 69,085 7,710 3,968 134 248 127 960 91,990 14,230 1,649 1,07,869 As at 31 March 2023 1,922 7,875 68,883 8,263 5,261 123 222 114 1,105 93,768 17,273 2,256 1,13,297 As at 31 March 2024 2,022 7,654 70,345 8,228 6,412 95 197 80 1,682 96,715 20,331 2,558 1,19,604 (i) Transfers/reclassification majorly includes capitalisation of CWIP to respective class of assets. (ii) Transfer/reclassification from CWIP Accumulated Impairment to Mining Property Gross block amounting to C 644 crore. 428 429 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 Right of Use (ROU) Assets (C in crore) Particulars ROU Land ROU Building ROU Plant and Equipment Total Gross Block As at 01 April 2022 1,035 65 76 1,176 Additions 187 1 44 232 Disposals/ Adjustments (10) - - (10) Exchange differences - 3 (2) 1 As at 31 March 2023 1,212 69 118 1,399 Additions 255 3 516 774 Transfers/ Reclassification 1 - 37 38 Disposals/ Adjustments (13) - (2) (15) Exchange differences (10) - (1) (11) As at 31 March 2024 1,445 72 668 2,185 Accumulated depreciation & impairment As at 01 April 2022 151 41 24 216 Charge for the year 53 12 22 87 Disposals/ Adjustments (10) - - (10) Exchange differences - 2 (1) 1 As at 31 March 2023 194 55 45 294 Charge for the year 42 16 137 195 Disposals/ Adjustments (5) (1) (2) (8) Impairment charge for the year (note 36) 27 - - 27 Exchange differences (3) (1) (1) (5) As at 31 March 2024 255 69 179 503 Net Book Value As at 01 April 2022 884 24 52 960 As at 31 March 2023 1,018 14 73 1,105 As at 31 March 2024 1,190 3 489 1,682 (C in crore) Particulars Software License Right to use (refer note k) Mining Rights Port concession rights (refer note i) Brand & Technological know-how Total Intangible assets Gross Block As at 01 April 2022 418 144 1,140 685 221 2,608 Additions 14 - 824 - - 838 Transfers/Reclassification 7 - - 6 - 13 Disposals/ Adjustments (152) (144) - (1) - (297) Exchange differences (67) - - - (1) (68) As at 31 March 2023 220 - 1,964 690 220 3,094 Additions 11 260 112 - - 383 Transfers/Reclassification 15 - 125 6 - 146 Disposals/ Adjustments (9) - - (1) - (10) Exchange differences - - - - (22) (22) As at 31 March 2024 237 260 2,201 695 198 3,591 Accumulated amortisation and impairment As at 01 April 2022 380 31 410 220 91 1,132 Charge for the year 22 4 169 25 21 241 Disposals/ Adjustments (153) (35) - - - (188) Exchange differences (67) - - - - (67) As at 31 March 2023 182 - 579 245 112 1,118 Charge for the year 23 36 141 26 21 247 Disposals/ Adjustments (9) - 1 - - (8) Exchange differences - - - - (14) (14) As at 31 March 2024 196 36 721 271 119 1,343 Net Book Value/Carrying Amount As at 01 April 2022 38 113 730 465 130 1,476 As at 31 March 2023 38 - 1,385 445 108 1,976 As at 31 March 2024 41 224 1,480 424 79 2,248 6 Capital Work in Progress (CWIP) ageing schedule (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Projects in progress Projects temporarily suspended Projects in progress Projects temporarily suspended Less than 1 year 11,527 - 8,513 7 1-2 years 4,008 - 1,878 2 2-3 years 628 - 534 5 More than 3 years 3,645 523 5,690 644 Total 19,808 523 16,615 658 CWIP completion schedule for projects whose completion is overdue or has exceeded its cost compared to its original plan (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 To be completed in To be completed in Less than 1 year 1-2 years 2-3 years More than 3 years Less than 1 year 1-2 years 2-3 years More than 3 years Projects in progress Lanjigarh alumina 2-5 MTPA expansion project 4,729 - - - 6,666 21 - - Oil & Gas development CWIP projects 1,474 - - - 330 135 - - Others* 2,822 - - - 2,576 - - - Projects temporarily suspended** 11 - - 371 11 - - 371 * Includes projects which are individually less than 10% of CWIP balance. ** Excludes ageing for existing Copper smelter plant and Copper 4 LTPA Expansion project which were on halt since April 2018. On 29 February 2024, the Hon’ble Supreme Court dismissed the Special Leave Petition filed by the Group. Basis detailed impairment analysis carried out by the management, CWIP balance has been impaired during the year ended 31 March 2024. Post impairment, the carrying amount of CWIP as at 31 March 2024 is ` 38 Crore (31 March 2023: 237 Crore) for existing Copper smelter plant and ` 104 Crore (31 March 2023: ` 35 Crore) for Copper 4 LTPA Expansion project. Refer Note 3(c)(A)(iii). Exploration intangible assets under development ageing schedule (C in crore) Intangible assets under development As at 31 March 2024 As at 31 March 2023 Projects in progress Projects in progress Less than 1 year 484 729 1-2 years 510 577 2-3 years 557 536 More than 3 years 1,007 414 Total 2,558 2,256 430 431 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 Title deeds of immovable properties not held in the name of Company (C in crore) Relevant line item in the Balance sheet Description of item of property Gross block as at 31 March 2024 Gross block as at 31 March 2023 Title deeds held in the name of Whether title deed holder is a promoter, director or relative of promoter/ director or employee of promoter/ director Property held since which date Reason for not being held in the name of the company Property, Plant and Equipment Land & Building 3,622 3,524 Oil & Natural Gas Corporation Limited (ONGC) & Cairn India Ltd No 10 April 2009 The title deeds of Oil & Gas exploration blocks jointly owned by the JV partners are in the name of ONGC, being the licensee of these exploration blocks. Land 4 4 National Thermal Power Corporation Ltd (NTPC) No 20 June 2002 The 206.18 acres land transferred to BALCO by NTPC is yet to be registered in favour of BALCO due to non-availability of title deeds from NTPC. In the matter, arbitration was held where the Arbitrator passed the award in favour of BALCO but directed that transfer of title deeds of land will be effected by the Central Government with the assistance of State Government. The matter is sub-judice before the Delhi High Court. Land 53 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 erstwhile Companies Act, 1956 pursuant to Schemes of Amalgamation and Arrangement as approved by the Honourable High Courts. ROU Land 50 50 No 1993-2009* Land 20 20 Erstwhile company Vedanta Aluminium Limited, that merged with the Company No 2008-2012* * Multiple dates of acquisitions during the period disclosed. a) Plant and equipment include refineries, smelters, power plants, railway sidings, ships, river fleets and related facilities. b) During the year ended 31 March 2024, interest capitalised was C 960 crore (31 March 2023: C 483 crore). c) Certain property, plant and equipment are pledged as security against borrowings, the details related to which have been described in Note 19 on “Borrowings”. d) Freehold land includes 40 quarters at Bidhan Bagh Unit and 300.88 acres of land at Korba which have been occupied without authorisation for which Group is evaluating evacuation options and the Group has filed the civil suits for the same. e) The Division Bench of the Hon’ble High Court of Chhattisgarh has vide its order dated 25 February 2010, upheld that BALCO is in legal possession of 1,804.67 acres of Government land. Subsequent to the said Order, the State Government has decided to issue the lease deed in favour of BALCO after the issue of forest land is decided by the Hon’ble Supreme Court. In the proceedings before the Hon’ble Supreme Court, pursuant to public interest litigations filed, it has been alleged that the land in possession of BALCO is being used in contravention of the Forest Conservation Act, 1980 even though the said land has been in its possession prior to the promulgation of the Forest Conservation Act, 1980 on which its Aluminium complex, allied facilities and township were constructed between 1971-76. The Central Empowered Committee of the Supreme Court has already recommended ex-post facto diversion of the forest land in possession of BALCO. BALCO has also filed two Interlocutory Applications (IAs) before the Supreme Court, first challenging the order of the Tehsildar Korba whereby he rejected BALCO’s applications for eviction of illegal encroachers on BALCO’s land on the ground that land matter is subjudice before the Supreme Court and the other application whereby BALCO has challenged the State Government’s action for allotment of land to illegal encroachers under the Rajiv Ashray Yojna. The matter is to be listed for hearing in the due course. f) Property, Plant and Equipment, Capital work-in-progress and exploration and evaluation assets net block includes share of jointly owned assets with the joint venture partners C 11,568 crore (31 March 2023: C 10,534 crore). g) In accordance with the exemption given under Ind AS 101, which has been exercised by the Group, a first time adopter can continue its previous GAAP policy for accounting for exchange differences arising from translation of long-term foreign currency monetary items recognised in the previous GAAP financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period, i.e., 01 April 2016. Accordingly, foreign currency exchange differences arising on translation/settlement of long-term foreign currency monetary items acquired before 01 April 2016 pertaining to the acquisition of a depreciable asset amounting to C 1 crore (31 March 2023: C 11 crore) are adjusted to the cost of respective item of property, plant and equipment. h) Reconciliation of depreciation, depletion and amortisation expense (C in crore) Particulars For the year ended 31 March 2024 For the year ended 31 March 2023 Depreciation/Depletion/Amortisation expense on: Property, Plant and Equipment 10,497 10,356 Intangible assets 247 241 As per Property, Plant and Equipment and Intangibles schedule 10,744 10,597 Less: Cost allocated to joint ventures and other adjustments (21) (42) As per Consolidated Statement of Profit and Loss 10,723 10,555 i) Vizag General Cargo Berth Private Limited (VGCB), a special purpose vehicle and wholly owned by the Company, was incorporated for the coal berth mechanisation and upgradation at Visakhapatnam port. The project was to be carried out on a design, build, finance, operate, transfer basis and the concession agreement between Visakhapatnam Port Trust ('VPT') and the Company was signed in June 2010. In October 2010, the Company was awarded with the concession after fulfilling conditions stipulated as a precedent to the concession agreement. Visakhapatnam port trust has provided, in lieu of license fee an exclusive license to the Company for designing, engineering, financing, constructing, equipping, operating, maintaining, and replacing the project/project facilities and services. The concession period is 30 years from the date of the award. The upgraded capacity is 10.18 mmtpa and the Visakhapatnam port trust would be entitled to receive 38.10% share of the gross revenue as royalty. The Company is entitled to recover a tariff from the user(s) of the project facilities and services as per its Tariff Authority for Major Ports (TAMP) notification. The tariff rates are linked to the Wholesale Price Index (WPI) and would accordingly be adjusted as specified in the concession agreement every year. The ownership of all infrastructure assets, buildings, structures, berths, wharfs, equipment and other immovable and movable assets constructed, installed, located, created or provided by the Company at the project site and/or in the port’s assets pursuant to concession agreement would be with the Company until expiry of this concession agreement. The cost of any repair, replacement or restoration of the project facilities and services shall be borne by the Company during the concession period. The Company has to transfer all its rights, titles and interest in the project facilities and services free of cost to VPT at the end of the concession period. The company has entered into a supplementary agreement to the original concession agreement with VPT dated 20 October 2021, wherein VPT can handle other compatible cargos at VGCB during idling of the berth. Intangible asset port concession rights represents consideration for construction services. No Revenue from construction contract of service concession arrangements on exchanging construction services for the port concession rights was recognised for the years ended 31 March 2024 and 31 March 2023. j) As at 31 March 2024, TSPL's assets consisting of land (including ROU land), building and plant and machinery having net carrying value of C 391 crore (31 March 2023: C 399 crore), C 138 crore (31 March 2023: C 153 crore) and C 7,327 crore (31 March 2023: C 8,228 crore) respectively have been given on operating lease (refer note 3(c)(B)(i)). k) Consequent to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 (“the Rules”), during the previous year, HZL had transferred its CSR assets, having carrying value of C 117 Crore, after obtaining regulatory approvals, to a company registered under Section 8 of the Companies Act, 2013. The carrying value of these assets was included as CSR expense in the financial statements owing to such transfer. 432 433 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 l) (i) During the year ended 31 March 2023, the Group had recognised a net impairment reversal of C 616 crore (after considering impairment reversal of C 1,236 crore on account of ONGC partial arbitration award (refer note (ii) for details)) on its assets in the oil and gas producing facilities and impairment charge of C 598 crore on its assets in the oil and gas exploration intangible assets under development mainly due to revision of Reserve and Capex estimates. The recoverable amount of the Company’s share in Rajasthan Oil and Gas cash generating unit “RJ CGU” was determined to be C 10,179 crore (US $ 1,239 million) as at 31 March 2023. The recoverable amount of the RJ CGU was determined based on the fair value less costs of disposal approach, a level-3 valuation technique in the fair value hierarchy, as it more accurately reflects the recoverable amount based on the Company’s view of the assumptions that would be used by a market participant. This is based on the cash flows expected to be generated by the projected oil and natural gas production profiles up to 2040, the expected dates of cessation of production sharing contract (PSC)/cessation of production from each producing field based on the current estimates of reserves and risked resources. Reserves assumptions for fair value less costs of disposal tests consider all reserves that a market participant would consider when valuing the asset, which are usually broader in scope than the reserves used in a value-in-use test. Discounted cash flow analysis used to calculate fair value less costs of disposal uses assumption for short-term oil price of US $ 84 per barrel for the next one year and tapers down to long-term nominal price of US $ 73 per barrel three years thereafter derived from a consensus of various analyst recommendations. Thereafter, these have been escalated at a rate of 2.4% per annum. The cash flows are discounted using the post-tax nominal discount rate of 10.99% derived from the post-tax weighted average cost of capital after factoring in the risks ascribed to PSC extension including successful implementation of key growth projects. Based on the sensitivities carried out by the Company, change in crude price assumptions by US $ 1/bbl and changes to discount rate by 1% would lead to a change in recoverable value by C 74 crore (US $ 9 million) and C 378 crore (US $ 46 million) respectively. (ii) In the Oil and Gas business, the Group operates the Rajasthan Block under a joint venture model with ONGC. As the operator of the block, the Company raises cash calls to ensure the smooth functioning of the petroleum operations. During the year ended 31 March 2023, the Group received a favourable partial arbitration award on cash call claims made from ONGC, pursuant to which, reversal of previously recorded impairment of C 1,236 crore (US$ 155 million) was recognised against capitalised development costs. The Group had a liability towards ONGC of C 1,507 crore (US$ 199 million) as of 31 March 2022 on account of revenue received in excess of entitlement. Based on the partial arbitration award, the Group had adjusted the claims received in the favour of the Group against the liability towards ONGC and the net payable as of 31 March 2023 amounted to C 279 crore (US$ 34 million). m) Freehold land includes gross block of C 176 crore (31 March 2023: C 175 crores), accumulated depreciation C 160 crore (31 March 2023: C 154 crores), which is available for use during the lifetime of the Production Sharing Contract of the respective Oil and Gas blocks. n) The Group holds approximately 52% stake in AvanStrate Inc, Japan (“ASI”) which has wholly owned subsidiaries in Korea and Taiwan. Majority of the balance stake in ASI is held by Hoya Corporation, Japan (“Hoya”). There are certain operational matters at ASI and the Group is currently in dialogue with Hoya for a commercial settlement against their Put option and shareholder loan. In the meanwhile, the Group has applied principles of Ind AS 36– Impairment of Assets for testing impairment for its investment in ASI and has used the fair values of net assets for the purpose of determining that there is no material impact to the net carrying value of property, plant and equipment and intangibles amounting to C 1,146 crore. 7 Financial assets - Investments A) Non-current Investments (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 (I) Investments at fair value through other comprehensive income Investment in Equity Shares - quoted Sterlite Technologies Limited- 47,64,295 shares of C 2 each (31 March 2023: 47,64,295 shares of C 2 each) 53 70 Investment in Equity Shares - unquoted Sterlite Power Transmission Limited - 19,05,718 equity shares of C 2 each (31 March 2023: 19,05,718 equity shares of C 2 each) 11 11 (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Investment in Equity Shares - unquoted Serentica Renewables India 4 Private Limited- 5,60,00,000 Equity shares of class B of C 10 each (31 March 2023: Nil) (Refer Note 40(A)(c)(iii))* 56 - Serentica Renewables India 5 Private Limited- 3,30,00,000 Equity shares of class B of C 10 each (31 March 2023: Nil) (Refer Note 40(A)(c)(iii))* 33 - Investment in Bonds - quoted 169 153 (II) Investments at fair value through profit and loss Investment in Bonds - quoted Infrastructure Leasing & Financial Services Limited 22 30 Investment in Optionally Convertible Redeemable Preference Shares ("OCRPS") - unquoted Serentica Renewables India 1 Private Limited- 7,50,00,000 shares of C 10 each (31 March 2023: 7,50,00,000 shares of C 10 each ) (Refer Note 40(A)(c)(iii)) 75 75 Serentica Renewables India 3 Private Limited- 13,99,80,000 shares of C 10 each (31 March 2023: 6,90,00,000 shares of C 10 each) (Refer Note 40(A)(c)(iii)) 140 69 Serentica Renewables India 4 Private Limited- 22,40,00,000 shares of C 10 each (31 March 2023: 10,50,00,000 shares of C 10 each) (Refer Note 40(A)(c)(iii)) 224 105 Serentica Renewables India 5 Private Limited- 9,82,50,000 shares of C 10 each (31 March 2023: Nil) (Refer Note 40(A)(c)(iii)) 98 - Serentica Renewables India 7 Private Limited- 4,03,20,000 shares of C 10 each (31 March 2023: Nil) (Refer Note 40(A)(c)(iii)) 40 - Serentica Renewables India 8 Private Limited- 3,30,00,000 shares of C 10 each (31 March 2023: Nil) (Refer Note 40(A)(c)(iii)) 33 - Serentica Renewables India 9 Private Limited- 3,00,00,000 shares of C 10 each (31 March 2023: Nil) (Refer Note 40(A)(c)(iii)) 30 - (III) Investment in Equity Shares (fully paid) Associate Companies and Joint ventures – unquoted Gaurav Overseas Private Limited - 14,23,000 equity shares of C 10 each (31 March 2023: 14,23,000 equity shares of C 10 each) 1 1 RoshSkor Township (Proprietary) Limited - 50 equity shares of NAD 1 each (31 March 2023: 50 equity shares of NAD 1 each) 2 0 Madanpur South Coal Company Limited - 1,14,421 equity shares of C 10 each (31 March 2023: 1,14,421 equity shares of C 10 each) 2 2 Goa Maritime Private Limited - 5,000 equity shares of C 10 each (31 March 2023: 5,000 equity shares of C 10 each) 0 0 Rosh Pinah Health Care (Proprietary) Limited- 69 equity shares of NAD 1 each (31 March 2023: 69 equity shares of NAD 1 each) 0 0 Less: Impairment in the value of investment (2) (2) (IV) Others 0 0 Total 987 514 Aggregate amount of quoted investments, and market value thereof 244 253 Aggregate amount of unquoted investments 745 263 Aggregate amount of impairment in the value of investments (2) (2) Total 987 514 * OCRPS worth of C 56 crore and C 33 crore are converted into equity shares with differential voting rights of Serentica Renewables India 4 Private Limited ("SRI4PL") and Serentica Renewables India 5 Private Limited ("SRI5PL"), respectively as per terms of the Power Delivery Agreement ("PDA"). Accordingly, these shares have been reclassified from Investments at fair value through profit and loss to Investments at fair value through other comprehensive income. The Group has pledged all of its investments in SRI4PL for financing the project as per the terms of the PDA. 434 435 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 B) Current Investments (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Investments carried at fair value through other comprehensive income (fully paid) Investment in Bonds - quoted** 4,427 4,239 Investments carried at fair value through profit and loss (fully paid) Investment in mutual funds - unquoted 2,659 4,563 Investment in bonds - quoted 3,796 3,834 Total 10,882 12,636 ** Includes investments amounting to C 2,033 crore (31 March 2023: C 1,812 crore) pledged as security for repurchase liability (Refer Note 19(c)). The Group continues to record these investments as it retains rights to contractual cash flows on such investments and thus do not meet the criteria for derecognition or transfer of financial asset as per Ind AS 107. (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Aggregate amount of quoted investments, and market value thereof 8,223 8,073 Aggregate amount of unquoted investments 2,659 4,563 Total 10,882 12,636 8 Financial assets - Trade receivables (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Non-current Current Total Non-current Current Total Secured, Undisputed Not due - 356 356 - 319 319 Less than 6 months - 276 276 - 292 292 6 months -1 year - 4 4 - 6 6 1-2 Years - 2 2 - - - 2-3 years - - - - - - More than 3 years - - - - 3 3 sub-total - 638 638 - 620 620 Unsecured, disputed Unbilled dues - - - 34 - 34 Not due 27 - 27 26 - 26 Less than 6 months 229 3 232 189 14 203 6 months -1 year 126 - 126 241 - 241 1-2 Years 321 - 321 441 - 441 2-3 years 392 1 393 389 - 389 More than 3 years 2,393 9 2,402 2,585 7 2,592 sub-total 3,488 13 3,501 3,905 21 3,926 Unsecured, Undisputed Unbilled dues - 96 96 - 98 98 Not due - 1,654 1,654 - 2,242 2,242 Less than 6 months - 1,201 1,201 - 1,007 1,007 6 months -1 year - 6 6 - 17 17 1-2 Years - 14 14 - 23 23 2-3 years - 2 2 - 4 4 More than 3 years - (1) (1) - 5 5 sub-total - 2,972 2,972 - 3,396 3,396 Less: Provision for expected credit loss (1,079) (16) (1,095) (1,373) (23) (1,396) Total 2,409 3,607 6,016 2,532 4,014 6,546 a) The credit period given to customers is up to 180 days (31 March 2023: 180 days). Also refer note 24 (C)(d) b) Trade receivables does not include any receivables from directors and officers of the company. For amount due and terms and conditions of related party receivables, refer note 42. c) In a matter pertaining to mega power project benefit between TSPL and Punjab State Power Corporation Limited (PSPCL) relating to assessment of whether there has been a change in law following the execution of the Power Purchase Agreement, the Appellate Tribunal for Electricity has dismissed the appeal in July 2017 filed by TSPL. TSPL later filed an appeal before the Honourable Supreme Court to seek relief, which is yet to be listed. The outstanding trade receivables in relation to this dispute and other matters is C 1,620 crore as at 31 March 2024 (31 March 2023: C 1,476 crore). The Group, based on external legal opinion and its own assessment of the merits of the case, remains confident that it is highly probable that the Supreme court will uphold TSPL’s appeal and has thus continued to treat these balances as recoverable. d) Trade receivables includes C 726 crore (net of Provision for expected credit loss ("ECL") recognised on account of time value of money) as at 31 March 2024 (31 March 2023: C 878 crore, net of ECL) withheld by GRIDCO Limited ("GRIDCO") primarily on account of reconciliation and disputes relating to computation of power tariffs and alleged short-supply of power by the Group under the terms of long term power supply agreement. Out of the above, C 365 crore, net of ECL (31 March 2023: C 374 crore, net of ECL) relates to the amounts withheld by GRIDCO due to tariff adjustments on account of transmission line constraints in respect of which GRIDCO’s appeal against order of APTEL is pending before the Hon’ble Supreme Court of India and C 234 crores, net of ECL (31 March 2023: C 234 crore, net of ECL) relates to alleged short supply of power for which the Group’s appeal on certain grounds are pending before APTEL. e) The total trade receivables as at 01 April 2022 were C 7,947 crore (net of provision for expected credit loss). 9 Financial assets - Loans (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Non-current Current Total Non-current Current Total Unsecured, considered good Loans to related parties (Refer note 42) 5 3,361 3,366 9 3,749 3,758 Loans and advances to employees 0 3 3 1 11 12 Unsecured, considered credit impaired Loans to related parties (Refer note 42) - 88 88 - 87 87 Less: Provision for expected credit loss - (88) (88) - (87) (87) Total 5 3,364 3,369 10 3,760 3,770 10 Financial assets - Others (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Non-current Current Total Non-current Current Total Bank deposits a, b, c 811 - 811 688 - 688 Site Restoration asset c 1,426 - 1,426 1,228 - 1,228 Unsecured, considered good Receivables from related parties (Refer note 42) - 10 10 - 18 18 Security deposits 415 57 472 345 57 402 Others Advance recoverable (oil and gas business) - 7,791 7,791 - 7,622 7,622 Others d 18 4,899 4,917 1,523 171 1,694 Unsecured, considered credit impaired Security deposits 43 1 44 43 1 44 Balance with government authorities - 3 3 - 3 3 Others d 352 697 1,049 584 241 825 Less: Provision for expected credit loss (395) (701) (1,096) (627) (245) (872) Total 2,670 12,757 15,427 3,784 7,868 11,652 a) Bank deposits includes fixed deposit with maturity more than twelve months of C 300 crore (31 March 2023: C 208 crore) under lien with bank, C 207 crore (31 March 2023: C 208 crore) reserve created against principal payment on loans from banks, restricted funds of C 202 crore (31 March 2023: C 146 crore) held as interest reserve created against interest payment on loans from banks and margin money of C 0 crore (31 March 2023: C 39 crore). b) Restricted funds of C 9 crore (31 March 2023: C 7 crore) held as lien with Others, C 68 crore (31 March 2023: C 58 crore) held as margin money against bank guarantees and C 2 crore (31 March 2023: C 2 crore) held as fixed deposit for closure cost. c) Bank deposits and site restoration asset earn interest at fixed rate based on respective deposit rates. 436 437 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 d) Government of India (GoI) vide Office Memorandum (“OM”) No. O-19025/10/2005-ONG-DV dated 01 February 2013 allowed for Exploration in the Mining Lease Area after expiry of Exploration period and prescribed the mechanism for recovery of such Exploration Cost incurred. Vide another Memorandum dated 24 October 2019, GoI clarified that all approved Exploration costs incurred on Exploration activities, both successful and unsuccessful, are recoverable in the manner as prescribed in the OM and as per the provisions of PSC. Accordingly, the Group has started recognizing revenue for past exploration costs, through increased share in the joint operations revenue as the Group believes that cost recovery mechanism prescribed under OM for profit petroleum payable to GoI is not applicable to its Joint operation partner. During the year, the Arbitration Tribunal has issued Final Partial Award which allowed for recovery of exploration costs (refer note 36(a)). Accordingly Group has recognized additional ` 480 Crore (US$ 58 million). At year end, an amount of ` 2,229 Crore (US$ 267 million) (31 March 2023: ` 1,718 Crore (US$ 209 million)) is receivable from its joint operation partner on account of this. The Group is actively engaging with Joint operation partner and the same will be recovered through revenue in due course. 11 Other assets (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Non-current Current Total Non-current Current Total Unsecured, considered good Capital advances 2,519 - 2,519 1,747 - 1,747 Advances other than capital advances Advances for supplies to related party (Refer note 42) 81 239 320 25 1,663 1,688 Advances for supplies 60 1,554 1,614 40 2,128 2,168 Others Balance with government authorities a 923 1,288 2,211 809 1,525 2,334 Others b 889 689 1,578 985 1,177 2,162 Unsecured, considered doubtful Capital advances 178 - 178 188 - 188 Advance for supplies - 78 78 - 76 76 Balance with government authorities 4 107 111 3 109 112 Claims and other receivables Others b 758 6 764 1,068 4 1,072 Less: Provision for doubtful advances (940) (191) (1,131) (1,259) (189) (1,448) Total 4,472 3,770 8,242 3,606 6,493 10,099 aa) Includes C 66 crore (31 March 2023: C 66 crore), being Company’s share of gross amount of C 97 crore (31 March 2023: C 97 crore) paid under rotest on account of Education Cess and Secondary Higher Education Cess for the year ended 2013-14. b) Others include claim receivables, advance recoverable (oil and gas business), prepaid expenses and export incentive receivables. 12 Inventories (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Raw materials 2,312 2,864 Goods-in transit 1,615 2,239 Work-in-progress 4,666 5,081 Goods-in transit - - Finished good 954 1,028 Goods-in transit 9 - Fuel stock 1,253 1,598 Goods-in transit 214 241 Stores and spares 1,914 1,915 Goods-in transit 64 46 Total 13,001 15,012 a) Inventory held at net realisable value of C 1,830 crore as at 31 March 2024 (31 March 2023: C 2,051 crore). b) A write down of inventories amounting to C 167 crore (31 March 2023: C 113 crore) has been charged to the consolidated statement of profit and loss during the year. c) For method of valuation for each class of inventories, refer note 3(a)(K). 13 Cash and cash equivalents (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Balances with banks a 2,682 6,078 Bank deposits with original maturity of less than 3 months (including interest accrued thereon) b 129 848 Cash on hand 1 0 Total 2,812 6,926 a) Including foreign inward remittances aggregating C 15 crore (US$ 2 million) (31 March 2023: C 325 crore (US$ 40 million) held by banks in their nostro accounts on behalf of the Group. b) Bank deposits earn interest at fixed rate based on respective deposit rates. 14 Other bank balances (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Bank deposits with original maturity of more than 3 months but less than 12 months (including interest accrued thereon) a,b,c 1,265 859 Bank deposits with original maturity of more than 12 months (including interest accrued thereon) c,d 90 0 Earmarked unpaid dividend accounts e,f 158 1,467 Earmarked escrow account g 2 2 Total 1,515 2,328 a) The above bank deposits includes C 49 crore (31 March 2023: C 97 crore) on lien with banks, margin money of C 82 crore (31 March 2023: C 41 crore). b) C 42 crore (31 March 2023: C 42 crore) held as collateral in respect of closure costs, C 23 crore (31 March 2023: C 22 crore) held as lien with Others and C 258 crore (31 March 2023: C 63 crore) held as margin money against bank guarantees. c) Bank deposits earn interest at fixed rate based on respective deposit rates. d) Includes C 38 crore (31 March 2023: C 0 crore) margin money with banks and fixed deposit under lien with others of C 0 crore (31 March 2023: C 0 crore). e) 'Includes C 158 crore (31 March 2023: C 1,322 crore) in unpaid dividend account of a subsidiary. f) Earmarked unpaid dividend accounts are restricted in use as it relates to unclaimed dividends or unpaid dividend as per the provisions of the Companies Act, 2013. g) Earmarked escrow account includes amount restricted in use as it relates to unclaimed redeemable preference shares.. 15 Share capital (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Number (in crore) Amount (C in crore) Number (in crore) Amount (C in crore) A) Authorised equity share capital Opening and closing balance (equity shares of C 1 each with voting rights) 4,402 4,402 4,402 4,402 Authorised preference share capital Opening and closing balance (preference shares of C 10 each) 301 3,010 301 3,010 B) Issued, subscribed and paid up Equity shares of C 1 each with voting rights a, b 372 372 372 372 Total 372 372 372 372 a) Includes 2,98,632 (31 March 2023: 3,05,832) equity shares kept in abeyance. These shares are not part of listed equity capital and pending allotment as they are sub-judice. b) Includes 78,66,397 (31 March 2023: 40,05,075) equity shares held by Vedanta Limited ESOS Trust (Refer note 16). 438 439 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 C) Shares held by ultimate holding company and its subsidiaries * (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 No. of Shares held (in crore) % of holding No. of Shares held (in crore) % of holding Twin Star Holdings Limited 156.48 42.10 172.48 46.40 Finsider International Company Limited 9.79 2.63 16.35 4.40 Welter Trading Limited 3.82 1.03 3.82 1.03 Vedanta Holdings Mauritius II Limited 49.28 13.26 49.28 13.26 Vedanta Holdings Mauritius Limited 10.73 2.89 10.73 2.89 Vedanta Netherlands Investment BV 0.15 0.04 0.50 0.13 Total 230.25 61.95 253.16 68.11 * The % of holding has been calculated on the issued and subscribed share capital as at the respective balance sheet date. All the above entities are subsidiaries of Vedanta Incorporated (erstwhile, Volcan Investments Limited), the ultimate holding company. D) Details of shareholders holding more than 5% shares in the Company * (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 No. of Shares held (in crore) % of holding No. of Shares held (in crore) % of holding Twin Star Holdings Limited 156.48 42.10 172.48 46.40 Vedanta Holdings Mauritius II Limited 49.28 13.26 49.28 13.26 Life Insurance Corporation of India 32.79 8.82 33.54 9.02 * The % of holding has been calculated on the issued and subscribed share capital as at respective balance sheet dates. As per the records of the Company, including its register of shareholders/members, the above shareholding represents legal ownership of shares. E) Disclosure of Shareholding of Promoters and Promoter Group (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 No. of Shares held (in crore) % of holding % Change during the year No. of Shares held (in crore) % of holding Twin Star Holdings Limited 156.48 42.10 (4.30) 172.48 46.40 Finsider International Company Limited 9.79 2.63 (1.77) 16.35 4.40 Welter Trading Limited 3.82 1.03 - 3.82 1.03 Vedanta Holdings Mauritius II Limited 49.28 13.26 - 49.28 13.26 Vedanta Holdings Mauritius Limited 10.73 2.89 - 10.73 2.89 Vedanta Netherlands Investment BV 0.15 0.04 (0.09) 0.50 0.13 Mr. Pravin Agarwal 0.00 0.00 - 0.00 0.00 Ms. Suman Didwania 0.01 0.00 - 0.01 0.00 Mr. Ankit Agarwal 0.00 0.00 - 0.00 0.00 Ms. Sakshi Mody 0.00 0.00 - 0.00 0.00 Total 230.26 61.95 (6.16) 253.17 68.11 F) Other disclosures i) The Company has one class of equity shares having a par value of C 1 per share. Each shareholder is eligible for one vote per share held and dividend as and when declared by the Company. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend which is paid as and when declared by the Board of Directors. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding. ii) In terms of Scheme of Arrangement as approved by the Hon'ble High Court of Judicature at Mumbai, vide its order dated 19 April 2002, the erstwhile Sterlite Industries (India) Limited (merged with the Company during 2013-14) during 2002-03 reduced its paid up share capital by C 10 crore. There are 1,99,366 equity shares (31 March 2023: 2,00,038 equity shares) of C 1 each pending clearance from NSDL. The Company has filed an application in Hon'ble High Court of Mumbai to cancel these shares, the final decision on which is pending. Hon'ble High Court of Judicature at Mumbai, vide its interim order dated 06 September 2002 restrained any transaction with respect to subject shares. 16 Other equity (Refer consolidated statement of changes in equity) (a) General reserve: Under the erstwhile Companies Act, 1956, a general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable reserves for that year. Consequent to introduction of Companies Act, 2013 ("Act"), the requirement to mandatory transfer a specified percentage of the net profit to general reserve has been withdrawn. (i) The Board of Directors of the Company, on 29 October 2021, approved the Scheme of Arrangement between the Company and its shareholders under Section 230 and other applicable provisions of the Companies Act, 2013 (“Act”) (“Scheme”). The Scheme provides for capital reorganisation of the Company, inter alia, providing for transfer of amounts standing to the credit of the General Reserves to the Retained Earnings of the Company with effect from the Appointed Date. Post the requisite approvals obtained from Stock Exchanges and pursuant to the National Company Law Tribunal, Mumbai Bench (“NCLT”) Order dated 26 August 2022 (“NCLT Order”), the proposed scheme was approved by the shareholders with requisite majority on 11 October 2022. The Company is in the process of complying with the further requirements specified in the NCLT Order. (ii) The Board of Directors of HZL, on 21 January 2022, approved the Scheme of Arrangement between HZL and its shareholders under Section 230 and other applicable provisions of the Companies Act, 2013 (“Act”) (“Scheme”). The Scheme provides for capital reorganisation of HZL, inter alia, providing for transfer of amounts standing to the credit of the General Reserves to the Retained Earnings of the HZL with effect from the Appointed Date. Post the requisite approvals obtained from Stock Exchanges and pursuant to the National Company Law Tribunal, Mumbai Bench (“NCLT”) Order dated 06 February 2023 (“NCLT Order”), the proposed scheme was approved by the shareholders with requisite majority on 29 March 2023. HZL is in the process of complying with the further requirements specified in the NCLT Order. (b) Preference share redemption reserve: The Companies Act, 2013 provides that companies that issue preference shares may redeem those shares from profits of the Company which otherwise would be available for dividends, or from proceeds of a new issue of shares made for the purpose of redemption of the preference shares. If there is a premium payable on redemption, the premium must be provided for, either by reducing the additional paid up capital (securities premium account) or net income, before the shares are redeemed. If profits are used to redeem preference shares, the value of the nominal amount of shares redeemed should be transferred from profits (retained earnings) to the preference share redemption reserve. This amount should then be utilised for the purpose of redemption of redeemable preference shares. This reserve can be used to issue fully paid-up bonus shares to the shareholders of the Company. 440 441 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 (c) Capital reserve: The balance in capital reserve has mainly arisen pursuant to extinguishment of non-controlling interests of erstwhile Cairn India Limited, acquisition of ASI and FACOR. Further, changes in capital reserve are due to recognition/ derecognition of put option liability and non controlling interests pertaining to ASI. (d) Securities premium: The amount received in excess of nominal value of the equity shares is recognised in securities premium. This reserve is utilised in accordance with the specific provisions of the Act. (e) Foreign currency translation reserve: Items in the consolidated statement of profit and loss of those businesses for which the Indian Rupees is not the functional currency are translated into Indian Rupees at the average rates of exchange during the year/ exchange rates as on the date of transaction. The related consolidated balance sheet is translated into Indian rupees at the rates as at the reporting date. Exchange differences arising on translation are recognised in consolidated statements of other comprehensive income. On disposal of such entities the deferred cumulative exchange differences recognised in equity relating to that particular foreign operation are recognised in the consolidated statement of profit and loss. (f) Equity settled share based payment reserve: Share-based payments reserve represents amount of fair value, as on the date of grant, of unvested options and vested options not exercised till date, that have been recognised as expense in the statement of profit and loss till date. (g) Legal reserve is created at Fujairah Gold FZC in accordance with free zone regulations. (h) Treasury share represents 78,66,397 (31 March 2023: 40,05,075) equity shares (face value of C 1 each) of the Company purchased by Vedanta Limited ESOP Trust pursuant to the Company's stock option scheme as detailed in note 32. (i) Hedging reserve: Hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of hedging instruments entered into for cash flow hedges, which is recognised in OCI and later reclassified to statement of profit and loss when the hedge item affects profit or loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability. 17 Non-controlling interests (NCI) The Non-controlling interests that are material to the Group relate to Hindustan Zinc Limited (HZL) and Bharat Aluminium Company Limited (BALCO). As at 31 March 2024, NCIs hold an economic interest by virtue of their shareholding of 35.08%, 49.00%, 26.00%, 48.37%, 4.51% and 0.00% in Hindustan Zinc Limited (HZL), Bharat Aluminium Company Limited (BALCO), Black Mountain Mining (BMM), Avanstrate Inc. (ASI), ESL Steel Limited (ESL) and Ferro Alloys Corporation Limited (FACOR) respectively. As at 31 March 2023, NCIs hold an economic interest by virtue of their shareholding of 35.08%, 49.00%, 26.00%, 48.37%, 4.51% and 0.00% in Hindustan Zinc Limited (HZL), Bharat Aluminium Company Limited (BALCO), Black Mountain Mining (BMM), Avanstrate Inc. (ASI), ESL Steel Limited (ESL) and Ferro Alloys Corporation Limited (FACOR) respectively. The principal place of business of HZL, BALCO, ESL and FACOR is in India, that of BMM is in South Africa, that of Avanstrate Inc. is in Japan, South Korea and Taiwan. The table below shows summarised financial information of subsidiaries of the Group that have non-controlling interests. The amounts are presented before inter-company elimination. (C in crore) Particulars As at 31 March 2024 HZL BALCO Others Total Non-current assets 21,714 15,763 17,230 54,707 Current assets 12,628 2,221 2,974 17,823 Non-current liabilities 8,020 4,131 4,572 16,723 Current liabilities 10,840 3,980 8,049 22,869 Equity attributable to owners of the Group 10,052 5,035 6,890 21,977 Non-controlling interests a 5,430 4,838 1,079 11,347 (a) C 386 crore loss attributable to NCI of ASI transferred to put option liability. Refer note 22. (C in crore) Particulars As at 31 March 2023 HZL BALCO Others Total Non-current assets 21,156 13,144 15,887 50,187 Current assets 14,805 2,748 3,997 21,550 Non-current liabilities 5,257 2,439 5,915 13,611 Current liabilities 17,452 4,878 5,359 27,689 Equity attributable to owners of the Group 8,603 4,373 7,863 20,839 Non-controlling interests a 4,649 4,202 1,153 10,004 (a) C 406 crore loss attributable to NCI of ASI transferred to put option liability. Refer note 22. (C in crore) Particulars For the year ended 31 March 2024 HZL BALCO Others Total Total Income 30,009 13,563 13,917 57,489 Profit/ (loss) after tax for the year 7,726 1,309 (940) 8,095 Profit/ (loss) attributable to the equity shareholders of the Company 5,016 667 (888) 4,795 Profit/ (loss) attributable to the non-controlling interests 2,710 642 (52) 3,300 Other comprehensive loss during the year (3) (12) (86) (101) Other comprehensive loss attributable to the equity shareholders of the Company (2) (6) (84) (92) Other comprehensive loss attributable to non-controlling interests (1) (6) (2) (9) Total comprehensive income/ (loss) during the year 7,723 1,297 (1,026) 7,994 Total comprehensive income/ (loss) attributable to the equity shareholders of the Company 5,014 661 (972) 4,703 Total comprehensive income/ (loss) attributable to non- controlling interests 2,709 636 (54) 3,291 Dividends paid to non-controlling interests 1,928 - - 1,928 Net cash inflow from operating activities 13,346 1,603 2,902 17,851 Net cash outflow from investing activities (3,408) (2,262) (2,096) (7,766) Net cash outflow/ (inflow) from financing activities (9,944) 632 (947) (10,259) Net cash outflow (6) (27) (141) (174) (C in crore) Particulars For the year ended 31 March 2023 HZL BALCO Others Total Total Income 35,465 13,496 15,074 64,035 Profit after tax for the year 10,479 (64) 941 11,356 Profit attributable to the equity shareholders of the Company 6,803 (33) 657 7,427 Profit attributable to the non-controlling interests 3,676 (31) 284 3,929 Other comprehensive (loss)/ income during the year 40 33 (381) (308) Other comprehensive (loss)/ income attributable to the equity shareholders of the Company 27 17 (286) (242) Other comprehensive (loss)/ income attributable to non- controlling interests 13 16 (95) (66) Total comprehensive income during the year 10,519 (31) 560 11,048 442 443 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 (C in crore) Particulars For the year ended 31 March 2023 HZL BALCO Others Total Total comprehensive income attributable to the equity shareholders of the Company 6,830 (16) 371 7,185 Total comprehensive income attributable to non-controlling interests 3,689 (15) 189 3,863 Dividends paid to non-controlling interests 11,190 - - 11,190 Net cash inflow from operating activities 15,161 1,219 2,511 18,891 Net cash inflow/ (outflow) from investing activities 6,529 (1,127) (1,436) 3,966 Net cash outflow from financing activities (23,223) (220) (1,241) (24,684) Net cash outflow (1,533) (128) (166) (1,827) 18 Capital management The Group’s objectives when managing capital is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth. The Group’s overall strategy remains unchanged from previous year. The Group sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments. The funding requirements are met through a mixture of equity, internal fund generation and borrowings. The Group’s policy is to use current and non-current borrowings to meet anticipated funding requirements. The Group monitors capital on the basis of the net gearing ratio which is Net debt/ Total Capital (equity + net debt). The Group is not subject to any externally imposed capital requirements. Net debt are non-current and current debt as reduced by cash and cash equivalents, bank and other current and non-current investments. Equity comprises all components including other comprehensive income. The following table summarises the capital of the Group: (C in crore except otherwise stated) Particulars As at 31 March 2024 As at 31 March 2023 Cash and cash equivalents (Refer note 13) 2,812 6,926 Other bank balances a (including interest accrued) (Refer note 14) 1,030 732 Non-current Bank deposits a (Refer note 10) 531 475 Long term investments (Refer note 7A) 169 153 Short term investments (Refer note 7B) 10,882 12,636 Total cash (a) 15,424 20,922 Non-current borrowings (Note 19A) 50,633 43,476 Current borrowings (Note 19B) 21,125 22,706 Total borrowings (b) 71,758 66,182 Net debt (c=(b-a)) 56,334 45,260 Total equity (d) 42,069 49,427 Total capital (e = equity + net debt) 98,403 94,687 Gearing ratio (times) (c/e) 0.57 0.48 a) The constituents of ‘total cash’ for the purpose of capital management disclosure include only those amounts of restricted funds that are corresponding to liabilities (e.g., margin money deposits). Restricted funds amounting to C 765 crore (31 March 2023: C 1,809 crore) have been excluded from ‘total cash’ in the capital management disclosures. 19 Financial liabilities - Borrowings A) Non-current borrowings (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 At amortised cost Secured Non convertible debentures 13,402 7,138 Term loans from banks - Rupee term loans 34,165 34,398 - Foreign currency term loans 1,917 2,662 - External commercial borrowings 2,917 3,261 Term loans from others 7,433 - Others 440 494 Unsecured Non convertible debentures - 2,911 Deferred sales tax liability 12 28 Non convertible bonds 31 31 Term loans from banks - Rupee term loans 7,168 2,795 - Foreign currency term loans - 4 Redeemable preference shares 2 2 Term loans from others 7 - Non-current Borrowings 67,494 53,724 Less: Current maturities of long term borrowings a (16,861) (10,248) Total non-current Borrowings (Net) (A) 50,633 43,476 Current Borrowings (Refer note 19B) (B) 21,125 22,706 Total Borrowings (A+B) 71,758 66,182 B) Current borrowings (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 At amortised cost Secured Non Convertible Debentures 1,600 - Working capital loan 489 208 Packing credit in foreign currencies from banks - 300 Term loans from banks 1,856 1,857 Amounts due on factoring 29 22 Bank Overdraft 9 - Current maturities of long term borrowings a 13,925 6,247 Unsecured Rupee term loans from banks 58 3,002 Loans repayable on demand from banks 21 2,255 Commercial paper - 4,714 Working capital loan 202 100 Current maturities of long term borrowings a 2,936 4,001 Total 21,125 22,706 444 445 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 a) Current maturities of long term borrowings consists of: (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Secured Non convertible debentures 3,367 51 Term loans from banks - Rupee term loans 9,099 5,287 - Foreign currency term loans 157 27 External commercial borrowings 859 385 Others 443 497 Unsecured Non convertible debentures - 2,911 Term loans from banks 2,923 1,070 Deferred sales tax liability 11 18 Redeemable preference shares 2 2 Grand total 16,861 10,248 b) Details of Non-convertible debentures issued by Group have been provided below (Carrying value) (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 8.74% due June 2032 4,089 4,089 9.20% due February 2030 2,000 2,000 0.00% due October-2025 (refer note 4B) 776 - 12.00% due June 2025 3,170 - 12.00% due March 2025 2,368 - 7.68% due December 2024 999 998 11.85% due May 2024 1,600 - 3m T-bill rate + 240 bp due March 2024* - 800 0.00% NCD's due March 2024 - 51 5.35% due September 2023 - 2,111 Total 15,002 10,049 * The 3-month Treasury bill rate as at 31 March 2023 was 6.34% c) The Group has taken borrowings in various countries towards funding of its acquisitions, capital expenditure and working capital requirements. The borrowings comprises funding arrangements from various banks and financial institutions taken by the parent and subsidiaries. The details of security provided by the Group in various countries, to various lenders on the asset of the parent and subsidiaries are as follows - (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Secured non-current borrowings 46,349 41,706 Secured current borrowings 17,908 8,634 Total 64,257 50,340 (C in crore) Facility Category Security details As at 31 March 2024 As at 31 March 2023 Working capital loans* First pari pasu charge on current assets of FACOR 29 22 Secured by second pari passu charge on fixed assets of TSPL and first pari passu charge on current assets of TSPL, both present and future 434 110 First ranking pari passu charge by deed of Hypothecation on March 28, 2023 in favour of Vistra ITCL (India) Limited, security trustees 64 - Other secured working capital loans - 399 External Commercial Borrowings First pari passu charge by way of hypothecation on all present and future movable assets of the Company with a minimum fixed asset cover of 1.10 times of the outstanding facility during the period of the facility comprising: (i) 1.6 MTPA (proposed capacity of 1.8 MTPA) aluminium smelter along with 1,215 MW CPP (Captive power plant) at Jharsuguda (ii) 1 MTPA (proposed capacity of 6 MTPA) alumina refinery along with CPP of 90 MW (Captive power plant) at Lanjigarh, Odisha (iii) 2400 MW Power plant (1800 MW CPP and 600 MW IPP) located at Jharsuguda, Odisha and (iv) Oil & Gas division comprising RJ-ON-90/1 Oil & Gas Block (Rajasthan), Cambay oil fields, Ravva Oil & Gas fields (under PKGM-1 block) and OALP blocks. 1,094 1,224 A First pari passu charge by way of hypothecation on the specified movable fixed assets of the Company pertaining to its manufacturing facilities comprising: (i) alumina refinery having output of 6 MTPA along with co-generation captive power plant with an aggregate capacity of 90 MW at Lanjigarh, Odisha; (ii) aluminium smelter having output of 1.6 MTPA along with a 1,215 (9*135) MW CPP at Jharsuguda, Odisha 1,823 2,037 Non convertible debentures First ranking pari passu charge by way of mortgage over 18.92 acres freehold land in Jharsuguda, Odisha together with the building and structures/ erections constructed/ to be constructed thereon and all the plant and machinery and other furniture and fixtures erected/ installed or to be erected/installed thereon and hypothecation over movable fixed assets excluding capital work in progress in relation to the aluminium division comprising 6 MTPA alumina refinery alongwith 90 MW co-generation captive power plant in Lanjigarh, Odisha; and 1.6 MTPA aluminium smelter plant along with 1,215 MW (9*135 MW) power plant and 2,400 MW power plant in Jharsuguda, Odisha including its movable plant and machinery, machinery spares, tools and accessories and other movable fixed assets. 4,089 4,089 Secured by way of first pari passu charge on whole of the movable fixed assets of: (i) alumina refinery having output of 1 MTPA along with co-generation captive power plant with an aggregate capacity of 90 MW at Lanjigarh, Odisha; and (ii) aluminum smelter having output of 1.6 MTPA along with a 1,215 (9*135) MW CPP at Jharsuguda, Odisha. Additionally, secured by way of mortgage on the freehold land comprising 18.92 acres situated at Jharsuguda, Odisha. 2,000 2,000 Secured by :- (i) first ranking pari passu charge, by way of hypothecation, over the movable fixed assets of the Company to be more particularly set out in the deed of hypothecation; (ii) first ranking exclusive charge, by way of hypothecation, over certain charged receivables and designated cash account to be more particularly set out in the deed of hypothecation; and (iii) a pledge over shares constituting 100 per cent of the share capital of Sesa Iron and Steel Limited and (iv) any other security as may be agreed between the Company and the Trustee 3,170 - 446 447 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 (C in crore) Facility Category Security details As at 31 March 2024 As at 31 March 2023 Non Convertable Debentures Secured by (i) 1.6 MTPA aluminium smelter plant along with 1,215 MW (9*135 MW) captive power plant in Jharsuguda, Odisha; (ii) 6 MTPA Alumina refinery along with 90 MW co-generation captive power plant (operating capacity) in Lanjigarh, Odisha; (iii) 2,400 MW power plant (1,800 MW CPP and 600 MW IPP) located at Jharsuguda, Odisha; (iv) Copper plant assets at Silvasa including 245,000 MT of blister/ secondary material processing plant, a 2,16,000 TPA copper refinery plant and a copper rod mill with an installed capacity of 2,58,000 TPA; (v) Oil & gas division comprising of RJ-ON-90/i Oil & Gas Block (Rajasthan); Cambay oil fields and Ravva oil & gas Fields (under PKGM-1 block); OALP blocks; (vi) all assets, business and undertaking of every kind (tangible movable assets constituting fixed assets) of the company related to exploration, mining, processing, and manufacturing of iron ore and its derivatives in Karnataka and Goa. These assets include pig iron plants, metallurgical coke plants, and power plants in Goa; (vii) a pledge over shares constituting 100 per cent of the share capital of Sesa Iron and Steel Limited. 2,368 - Secured by way of first pari-passu charge on the specific movable Fixed Assets. The whole of the movable Fixed Assets both present and future, of the Company in relation to the aluminium division, comprising the following facilities: (i) 1 MTPA alumina refinery alongwith 90 MW co-generation captive power plant in Lanjigarh, Odisha; and (ii) 1.6 MTPA aluminium smelter plant along with 1,215 MW (9*135 MW) power plant in Jharsuguda, Odisha including its movable plant and machinery, capital work in progress, machinery spares, tools and accessories, and other movable fixed assets 999 998 Secured by first pari-passu charge on all existing fixed assets of the Meenakshi Energy Limited as on the last available audited accounts of the Closing Date, as more particularly set out in, and pursuant to the terms of, the Security Documents (hereinafter referred to as the "Security", with each asset (which shall also include each of the Sale Deeds that may be executed by the Issuer in relation to the relevant Agreement to Sell Assets and the Patta Land). The Security specified above, shall be created as a first ranking security ranking pari passu amongst: (i) the Debenture Holders, to secure the due repayment of the Outstanding Amounts; and (ii) the Persons who have provided/shall provide any Additional Financial Indebtedness, to secure such Additional Financial Indebtedness. 776 - Secured by (i) Pledge of shares of Sesa Resources Limited held by the Company (ii) Corporate Guarantee from the Company backed by asset security (movable fixed asset of the Company and certain intangible assets); and (iii) Movable fixed assets of Sesa Resources Limited 1,600 - Other secured Non Covertible Debentures - 52 Term loans from banks (Includes rupee term loans and foreign currency term loans) Secured by first pari passu charge on fixed assets of TSPL and second pari passu charge on current assets of TSPL, both present and future 5,616 6,168 Secured by a pari passu charge by way of hypothecation of all the movable fixed assets of the Company pertaining to its aluminium division project consisting: (i) alumina refinery having output of 1 MTPA (Refinery) along with co-generation captive power plant with an aggregate capacity of 90 MW at Lanjigarh, Orissa (Power Plant); and (ii) aluminium smelter having output of 1.6 MTPA along with a 1,215 (9*135) MW CPP at Jharsuguda, Orissa (Smelter) (the Refinery, Power Plant and Smelter). Also, a first pari passu charge by way of equitable mortgage on the land pertaining to the mentioned project of aluminium division. 1,433 1,605 (C in crore) Facility Category Security details As at 31 March 2024 As at 31 March 2023 Term loans from banks (Includes rupee term loans and foreign currency term loans) Secured by a pari passu charge by way of hypothecation on the movable fixed assets of the Lanjigarh Refinery Expansion Project including 210 MW Power Project. Lanjigarh Refinery Expansion Project shall specifically exclude the 1 MTPA alumina refinery of the Company along with 90 MW power plant in Lanjigarh and all its related expansions. 310 359 Secured by a pari passu charge by way of hypothecation on the movable fixed assets of the Company pertaining to its aluminium division comprising 1 MTPA alumina refinery plant with 90 MW captive power plant at Lanjigarh, Odisha and 1.6 MTPA aluminium smelter plant with 1,215 MW captive power plant at Jharsuguda, Odisha 2,765 3,394 Secured by a pari passu charge by way of hypothecation/ equitable mortgage of the movable/ immovable fixed assets of the Company pertaining to its aluminium division comprising 1 MTPA alumina refinery plant with 90 MW captive power plant at Lanjigarh, Odisha and 1.6 MTPA aluminium smelter plant with 1,215 MW captive power plant at Jharsuguda, Odisha. 4,924 5,873 First pari passu charge by way of hypothecation/ equitable mortgage on the movable/ immovable assets of the aluminium Division of the Company comprising alumina refinery having output of 1 MTPA along with co-generation captive power plant with an aggregate capacity of 90 MW at Lanjigarh, Orissa; aluminium smelter having output of 1.6 MTPA along with a 1,215 (9*135) MW CPP at Jharsuguda, Orissa and additional charge on Lanjigarh Expansion project, both present and future. 468 780 Secured by a first pari passu charge on the identified fixed assets of the Company both present and future, pertaining to its aluminium business (Jharsuguda Plant, Lanjigarh Plant), 2,400 MW power plant assets at Jharsuguda, copper plant assets at Silvassa, iron ore business in the states of Karnataka and Goa, dividends receivable from Hindustan Zinc Limited (“HZL”), a subsidiary of the Company, and the debt service reserve account to be opened for the facility along with the amount lying to the credit thereof (h) 6,387 7,221 Secured by (i) floating charge on the Company collection account and associated permitted investments and (ii) corporate guarantee from Cairn Energy Hydrocarbons Limited (CEHL) and floating charge on collection account and current assets of CEHL 1,835 2,662 A first pari passu first charge by way of hypothecation on the Specified movable fixed assets of the Company pertaining to its Manufacturing facilities comprising: (i) alumina refinery having output of 1 MTPA along with co- generation captive power plant with an aggregate capacity of 90 MW at Lanjigarh, Orissa (ii) aluminium smelter having output of 1.6 MTPA along with a 1,215 (9*135) MW CPP at Jharsuguda, Orissa. 942 1,137 Secured by first pari passu charge on all present and future movable fixed assets including but not limited to plant and machinery, spares, tools and accessories of BALCO (excluding of coal block assets) by way of a deed of hypothecation. 2,050 831 First ranking pari passu charge by way of hypothecation/mortgage on all fixed/ immovable assets of ESL Steel Limited but excluding any current assets or pledge over any shares. 1,842 2,273 A first pari passu charged by way of hypothecation on the specified movable fixed assets (present and future) including movable plant and machinery, machinery spares, tools and accessories, furniture and fixtures, vehicle, Capital work-in progress etc. of the Company pertaining to aluminium division (Jharsuguda plant, Lanjigarh plant) and 2,400 MW power plant at JSG as more particularly described as below: (i) alumina refinery upto 6 MTPA along with co-generation captive power plant with aggregate capacity of 90 MW located in Lanjigarh, Odisha (ii) alumina smelter output of 1.6 MTPA aluminium Smelter including 1,215 (9*135) MW power plant in Jharsuguda, Odisha (iii) 2,400 MW power plant (1,800 MW CPP and 600 MW IPP) located as Jharsuguda, Odisha 374 473 448 449 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 (C in crore) Facility Category Security details As at 31 March 2024 As at 31 March 2023 Term loans from banks (Includes rupee term loans and foreign currency term loans) A first pari passu charge by way of mortgage/ hypothecation over the specified movable fixed assets of the Company. Security shall comprise of assets of the aluminum and power division of the Company, comprising: (i) 1.6 MTPA aluminium smelter along with 1,215 MW CPP at Jharsuguda and (ii) 1 MTPA alumina refinery along with 90 MW CPP at Lanjigarh, Odisha. 985 1,191 First Pari-passu charge by way of hypothecation on all present and future movable assets of the company with a minimum fixed asset cover of 1.10 times of the outstanding facility during the currency of the facility comprising of - (i) 6 MTPA alumina refinery along with 90 MW co-generation captive power plant (operating capacity) in Lanjigarh, Odisha. (ii) 1.6 MTPA aluminium smelter plant along with 1215 MW (9*135 MW) captive power plant in Jharsuguda, Odisha. (iii) 2,400 MW Power Plant (1800 MW CPP and 600 MW IPP) located at Jharsuguda, Odisha. (iv) Oil & Gas division comprising of RJ-ON-90/1 Oil & Gas Block (Rajasthan), Cambay Oil Fields, Ravva Oil & Gas Fields (under PKGM-1 block) and OALP blocks. 848 - Secured by first pari passu charge by way of movable fixed assets of the aluminium division of the Company comprising: (i) 6 MTPA aluminium refinery along with 90 MW Co-generation captive power plant in Lanjigarh, Orissa; (ii) 1.6 MTPA aluminium smelter along with 1,215 MW CPP at Jharsuguda, (iii) 2,400 MW power plant (1,800 MW CPP and 600 MW IPP) located at Jharsuguda, Odisha and (iv) Oil and gas division comprising RJ-ON-90/91 Oil and Gas Block (Rajasthan), Cambay Oil Fields, Ravva Oil and gas Fields under (PKMGH-1 block) and OALP blocks 728 743 A first pari passu first charge by way of hypothecation on the Specified movable fixed assets of the Company pertaining to its Manufacturing facilities comprising: (i) 1.6 MTPA aluminium smelter along with 1,215 MW CPP (captive power plant) at Jharsuguda and (ii) 1 MTPA alumina refinery along with CPP of 90 MW (captive power plant) at Lanjigarh, Odisha 470 490 A first pari passu charge by way of mortgage/ hypothecation over the specified immovable and movable fixed assets of the Company. Security shall comprise of assets of the aluminum and power division of the Company, comprising: (i) 1.6 MTPA aluminium Smelter along with 1215 MW CPP at Jharsuguda and (ii) 1 MTPA alumina refinery along with CPP of 90 MW CPP at Lanjigarh, Odisha 814 927 First pari passu charge by way of hypothecation on all present and future movable fixed assets of the Company including but not limited to plant and machinery,spares, tools and accessories of 1.6 MTPA aluminium smelter along with 1,215 MW CPP at Jharsuguda, Odisha and 1 MTPA alumina refinery along with 90 MW CPP at Lanjigarh, Odisha 423 683 Secured by tax free perpetual bonds** 1,504 1,505 Secondary charge by way of hypothecation on all present and future movable assets of the company comprising of - (i) Aluminium business of the Company at its Jharsuguda Plant and Lanjigarh Plant; (ii) 2400 MW power plant of the Company at Jharsuguda; (iii) Copper Plant of the Company at Silvasa; (iv) Iron ore business of the Company in the state of Goa; and (v) Oil & Gas business of the Company in the states of Rajasthan, Gujarat, Andhra Pradesh and OALP blocks. Pledge of shares of HZL held by company with a minimum coverage of 2.29X of the outstanding loan value 1,091 - (C in crore) Facility Category Security details As at 31 March 2024 As at 31 March 2023 Exclusive charge by way of hypothecation on all present and future movable assets of the company comprising of - (i) 400 KTPA Copper Smelter Plant along with 246 KTPA Refinery and Ancillary Plants including 96 KTPA Copper Rod Plant, 1300 KTPA Sulphuric Acid plant and 230 KTPA Phosphoric Acid Plant at Tuticorin; (ii) 160 MW Thermal Power Plant (TPP) at Tuticorin. Pledge of shares of HZL held by company with a minimum coverage of 2.2X of the outstanding loan value. 1,494 - Secured by first pari pasu charge on all bank accounts, insurance policies and trade receivables of Black Mountain Mining (Pty) Ltd by way of a deed of hypothecation. 435 - A first pari passu charge by way of hypothecation on all present and future movable Fixed Assets including movable plant and machinery, machinery spares, tools and accessories, furniture and fixtures, vehicles, Capital Work-in-Progress etc. of the Company with a minimum fixed asset coverage ratio of 1.10 times as more particularly described as below: (i) Alumina refinery upto 6 MTPA along with co-generation captive power plant with an aggregate capacity of 90 MW located at Lanjigarh, Orissa; (ii) Aluminium smelter having output of 1.6 MTPA along with a 1,215 (9*135) MW CPP located at Jharsuguda, Orissa. (iii) 2,400 MW Power Plant (1,800 MW CPP and 600 MW IPP) located at Jharsuguda, Odisha; and (iv) Oil & Gas division comprising of RJ-ON-90/1 Oil & Gas Block (Rajasthan), Cambay Oil Fields and Ravva Oil & Gas Fields (under PKGM-1 block) 200 250 Other secured term loans from banks - 352 Term Loan from others Secured by: (i) Exclusive pledge on 3.3% of Hindustan Zinc Limited (“HZL”) shares; (ii) 100% share pledge of THL Zinc Ventures Limited, THL Zinc Limited, THL Zinc Holding BV and THL Zinc Namibia Holdings (Pty) Limited; (iii) 100% share pledge of Zinc holding in Black Mountain Mining (Pty) Ltd. 7,433 - Others Secured by Fixed asset (platinum) of AvanStrate Inc 440 493 Total 64,257 50,340 * Includes loans repayable on demand from banks, export packing credit from banks and amounts due on factoring. ** Repurchase liability as on 31 March 2024 are secured by current investments amounting to C 2,033 crore and are repayable in 365 days (31 March 2023: 102 to 109 days) from the date of borrowings through repurchase obligation. d) The loan facilities are subject to certain financial and non- financial covenants. The primary covenants which must be complied with include interest service coverage ratio, current ratio, debt service coverage ratio, total outside liabilities to total net worth, fixed assets coverage ratio, ratio of total term liabilities to net worth and debt/ EBITDA. The Group has complied with the covenants as per the terms of the respective loan agreements. Also, refer note 2. Further, in case of borrowings having current assets as security, the quarterly statements of current assets filed by the Group with its lenders are in agreement with the books of accounts. 450 451 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 e) Term of repayment of total borrowings outstanding as at 31 March 2024 are provided below - (C in crore) Borrowings Weighted average of interest as at 31 March 2024 Total carrying value <1 year 1-3 years 3-5 years >5 years Remarks Foreign currency term loan 11.58% 11,206 2,013 8,456 824 - Repayable in 6 monthly, 16 quarterly, 1 half yearly, 6 annual installments and 1 bullet payment Rupee term loan 10.19% 41,391 12,126 18,476 7,100 3,805 Repayable in 288 monthly, 437 quarterly, 2 half yearly, 16 annual installments and 3 bullet payments External commercial borrowings 8.16% 2,917 867 1,717 350 - Repayable in 30 half yearly installments Non convertible debentures 11.14% 15,002 6,700 2,183 276 6,206 Repayable in 5 annual installments and 6 bullet payments Working capital loan * 9.26% 721 721 - - - Working capital loan are repayable within one year from the date of drawal, cash credit can be repaid anytime as per the availability of business surplus during the validity of the facility Amounts due on factoring 8.28% 29 29 - - - Repayable within one month Deferred sales tax liability NA 12 11 1 - - Repayable in 31 monthly payments Redeemable preference shares NA 2 2 - - - The redemption and dividend paid to the preference shares unclaimed if any, is payable on claim. Non-convertible bonds 0.30%** 31 4 10 8 10 Repayable in 10 annual installments Others 5.12% 447 441 7 - - Repayable in 1 year as per lender's demand Total 71,758 22,914 30,850 8,558 10,021 The above maturity is based on the total principal outstanding, gross of issue expenses and discounting impact of deferred sales tax liability. *Includes loans repayable on demand from banks of C 21 crore ** Increasing interest rate to 0.50% till maturity f) Term of repayment of total borrowings outstanding as at 31 March 2023 are provided below - (C in crore) Borrowings Weighted average of interest as at 31 March 2023 Total carrying value <1 year 1-3 years 3-5 years >5 years Remarks Foreign currency term loan 8.90% 2,662 27 541 2,136 - Repayable in 7 quarterly installments Rupee term loan 8.50% 42,052 11,255 14,787 11,824 4,320 Repayable in 156 monthly, 712 quarterly, 2 half yearly installments and 21 bullet payments External commercial borrowings 7.42% 3,261 394 1,923 970 - Repayable in 35 half yearly payments Non convertible debentures 8.51% 10,049 2,984 1,000 - 6,089 Repayable in 5 bullet and 2 annual installments Commercial paper 7.69% 4,714 4,714 - - - Repayable in 7 bullet payments Working capital loan * 8.07% 2,864 2,864 - - - Export packing credit and working capital loan are repayable within one year from the date of drawal, cash credit can be repaid anytime as per the availability of business surplus during the validity of the facility Amounts due on factoring 8.70% 22 22 - - - Repayable within one month (C in crore) Borrowings Weighted average of interest as at 31 March 2023 Total carrying value <1 year 1-3 years 3-5 years >5 years Remarks Deferred sales tax liability NA 28 18 10 - - Repayable in 43 monthly installments Redeemable preference shares NA 2 2 - - - The redemption and dividend paid to the preference shares unclaimed if any, is payable on claim. Non-convertible bonds 0.28%** 35 3 9 7 15 Repayable in 10 annual installments starting from FY 2023-24 Others 5.00% 493 493 - - - Repayable in 1 year as per lender's demand Total 66,182 22,776 18,270 14,937 10,424 The above maturity is based on the total principal outstanding, gross of issue expenses and discounting impact of deferred sales tax liability. *Includes loans repayable on demand from banks of C 2,255 crore ** Increasing interest rate to 0.50% till maturity g) Movement in borrowings during the period is provided below - (C in crore) Particulars Short term borrowing Long term borrowing* Total Opening balance at 01 April 2022 7,434 45,675 53,109 Net cash inflow/ (outflow) 4,576 8,160 12,736 Other non-cash changes (232) (254) (486) Foreign exchange currency translation differences 680 143 823 As at 31 March 2023 12,458 53,724 66,182 Opening balance at 01 April 2023 12,458 53,724 66,182 Net cash inflow/ (outflow) (8,148) 12,963 4,815 Other non-cash changes (47) 815 768 Foreign exchange currency translation differences 1 (8) (7) As at 31 March 2024 4,264 67,494 71,758 *including Current maturities of Long term borrowing Other non-cash changes include amortisation of borrowing costs and foreign exchange difference on borrowings. h) In December 2021, the Company executed a C 8,000 crore facility agreement with Union Bank of India Limited to take over a long term syndicated facility of C 10,000 crore. This loan is secured by the way of pledge over the shares held by the Company in HZL equal to minimum 1x outstanding loan value (calculated quarterly at Value Weighted Average Price), currently representing 6.10% (31 March 2023: 6.77%) of the paid-up shares of HZL. Further, the Company has also signed a Non- Disposal Undertaking (NDU) in respect of its shareholding in HZL to the extent of 50.1% of the paid-up share capital of HZL. As at 31 March 2024, the outstanding loan amount under the facility is C 6,400 crore (31 March 2023: C 7,240 crore). 452 453 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 20 Financial liabilities -Trade payables (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Undisputed dues Unbilled dues 2,304 2,319 Not due 3,132 3,380 Less than 1 year 4,069 4,690 1-2 years 170 144 2-3 years 88 108 More than 3 years 110 94 Sub-total 9,873 10,735 Disputed dues Less than 1 year 50 106 1-2 Years 26 28 2-3 years 25 21 More than 3 years 121 153 Sub-total 222 308 Total 10,095 11,043 a) Trade payables are majorly non-interest bearing and are normally settled upto 180 days (31 March 2023: 180 days) terms. b) For amount due and terms and conditions of related party payables, refer note 42. 21 Operational Buyers'/Suppliers' Credit is availed in foreign currency from offshore branches of Indian banks or foreign banks at an interest rate ranging from 4.85% - 8.43% (31 March 2023: 0.69% - 7.80% ) per annum and in rupee from domestic banks at interest rate ranging from 6.25% - 10.00% (31 March 2023: 4.34% - 8.80%) per annum. These trade credits are largely repayable within 180 days from the date of draw down. Operational Buyers' credit availed in foreign currency is backed by Standby Letter of Credit issued under working capital facilities sanctioned by domestic banks. Part of these facilities are secured by first pari passu charge over the present and future current assets of the Group. 22 Financial liabilities - Others (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Non-current Current Total Non-current Current Total Liabilities for capital expenditure 162 10,189 10,351 1,241 10,076 11,317 Security deposits from vendors and others - 328 328 - 307 307 Interest accrued but not due - 835 835 - 691 691 Put option liability with non-controlling interest a - 264 264 41 219 260 Unpaid/unclaimed dividend - 158 158 - 145 145 Profit petroleum payable - 3,401 3,401 - 2,869 2,869 Dues to related parties (Refer note 42) - 131 131 - 279 279 Dividend payable - (1) (1) - 8,223 8,223 Other liabilities b 331 2,264 2,595 324 2,052 2,376 Total 493 17,569 18,062 1,606 24,861 26,467 a) The non-controlling shareholders of ASI have an option to sell their shareholding to the Group. The option is exercisable at any time within the period of three years following the fifth anniversary of the date of shareholders’ agreement (22 December 2017) at a price higher of C 52 (US$ 0.757) per share and the fair market value of the share. Therefore, the liability is carried at higher of the two. Subsequent changes to the put option liability are treated as equity transaction and hence accounted for in equity. b) Includes revenue received in excess of entitlement interest of C 484 crore (31 March 2023: C 487 crore) of which C 295 crore (31 March 2023: C 279 crore) is payable to ONGC and reimbursement of expenses, interest accrued on other than borrowings, liabilities related to claim, liability for stock options etc. 23 Movement in lease liabilities is as follows : (C in crore) Particulars Amount At 01 April 2022 474 Additions during the year 143 Interest on lease liabilities 14 Payments made a (182) FCTR and other adjustments (3) As at 31 March 2023 446 Additions during the year 945 Interest on lease liabilities 50 Payments made a (382) FCTR and other adjustments (46) As at 31 March 2024 1,013 a) Includes payment of interest on lease liabilities of C 50 crore (31 March 2023: C 14 crore) 24 Financial instruments A. Financial assets and liabilities: The accounting classification of each category of financial instruments, their carrying amounts and their fair values are set out below: As at 31 March 2024 (C in crore) Financial Assets Fair value through profit or loss Fair value through other comprehensive income Derivatives designated as hedging instruments Amortised cost Total carrying value Total fair value Investments* 7,117 4,749 - - 11,866 11,866 Trade receivables 196 - - 5,820 6,016 6,016 Loans - - - 3,369 3,369 3,369 Other financial assets - - - 15,427 15,427 15,427 Derivatives 67 - 104 - 171 171 Cash and cash equivalents - - - 2,812 2,812 2,812 Other bank balances - - - 1,515 1,515 1,515 Total 7,380 4,749 104 28,943 41,176 41,176 (C in crore) Financial Liabilities Fair value through profit or loss Derivatives designated as hedging instruments Amortised cost Others*** Total carrying value Total fair value Borrowings - - 71,758 - 71,758 72,024 Trade payables 555 - 9,540 - 10,095 10,095 Operational buyers' credit / suppliers' credit - - 14,935 - 14,935 14,935 Derivatives 61 83 - - 144 144 Other financial liabilities** - - 18,811 264 19,075 19,075 Total 616 83 1,15,044 264 1,16,007 1,16,273 454 455 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 As at 31 March 2023 (C in crore) Financial Assets Fair value through profit or loss Fair value through other comprehensive income Derivatives designated as hedging instruments Amortised cost Total carrying value Total fair value Investments* 8,676 4,473 - - 13,149 13,149 Trade receivables 385 - - 6,161 6,546 6,546 Loans - - - 3,770 3,770 3,770 Other financial assets - - - 11,652 11,652 11,652 Derivatives 87 - 127 - 214 214 Cash and cash equivalents - - - 6,926 6,926 6,926 Other bank balances - - - 2,328 2,328 2,328 Total 9,148 4,473 127 30,837 44,585 44,585 (C in crore) Financial Liabilities Fair value through profit or loss Derivatives designated as hedging instruments Amortised cost Others*** Total carrying value Total fair value Borrowings - - 66,182 - 66,182 66,109 Trade payables 988 - 10,055 - 11,043 11,043 Operational buyers' credit / suppliers' credit - - 13,701 - 13,701 13,701 Derivatives 71 142 - - 213 213 Other financial liabilities** - - 26,653 260 26,913 26,913 Total 1,059 142 1,16,591 260 1,18,052 1,17,979 * Investments exclude equity investment in associates and joint ventures which are accounted as per the equity method of accounting. **Includes lease liability of C 1,013 crore (31 March 2023: C 446 crore) *** Represents net put option liability with non-controlling interests accounted for at fair value. B. Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: (i) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. (ii) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). (iii) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs) The below table summarises the categories of financial assets and liabilities as at 31 March 2024 and 31 March 2023 measured at fair value: As at 31 March 2024 (C in crore) Financial Assets Level 1 Level 2 Level 3 At fair value through profit or loss Investments 2,659 3,796 662 Derivative financial assets - 67 - Trade receivables - 196 - At fair value through other comprehensive income Investments 53 4,596 100 Derivatives designated as hedging instruments Derivative financial assets - 104 - Total 2,712 8,759 762 (C in crore) Financial Liabilities Level 1 Level 2 Level 3 At fair value through profit or loss Derivative financial liabilities - 61 - Trade payables - 555 - Derivatives designated as hedging instruments Derivative financial liabilities - 83 - Other financial liabilities - Net put option liability with non-controlling interests accounted for at fair value. - - 264 Total - 699 264 As at 31 March 2023 (C in crore) Financial Assets Level 1 Level 2 Level 3 At fair value through profit or loss Investments 4,563 3,834 279 Derivative financial assets - 87 - Trade receivables - 385 - At fair value through other comprehensive income Investments 70 4,392 11 Derivatives designated as hedging instruments Derivative financial assets - 127 - Total 4,633 8,825 290 (C in crore) Financial Liabilities Level 1 Level 2 Level 3 At fair value through profit or loss Derivative financial liabilities - 71 - Trade payable - 988 - Derivatives designated as hedging instruments Derivative financial liabilities - 142 - Other financial liabilities - Net put option liability with non-controlling interests accounted for at fair value. - - 260 Total - 1,201 260 Reconciliation of Level 3 fair value measurement (C in crore) At 01 April 2022 41 Investments made during the year 249 As at 31 March 2023 290 Investments made during the year 480 Investments redeemed during the year (8) As at 31 March 2024 762 456 457 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 The below table summarises the fair value of loans and borrowings which are carried at amortised cost as at 31 March 2024 and 31 March 2023 As at 31 March 2024 (C in crore) Financial Assets Level 1 Level 2 Level 3 Loans* - 3,369 - Total - 3,369 - (C in crore) Financial Liabilities Level 1 Level 2 Level 3 Borrowings - 72,024 - Total - 72,024 - As at 31 March 2023 (C in crore) Financial Assets Level 1 Level 2 Level 3 Loans* - 3,770 - Total - 3,770 - (C in crore) Financial Liabilities Level 1 Level 2 Level 3 Borrowings - 66,109 - Total - 66,109 - *Refer note 42 (J) The fair value of the financial assets and liabilities are at the amount that would be received to sell an asset and paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used to estimate the fair values: • Investments traded in active markets are determined by reference to quoted prices in an active market in case of listed securities and by quotes from the financial institutions; for example: Net asset value (NAV) for investments in mutual funds declared by mutual fund house. For other listed securities traded in markets which are not active, the quoted price is used wherever the pricing mechanism is same as for other marketable securities traded in active markets. Other investments, inputs for which are not based on observable market data (unobservable inputs), are valued on the basis of net assets value method. Other current investments are valued on the basis of market trades, poll and primary issuances for securities issued by the same or similar issuer and for similar maturities or based on the applicable spread movement for the security derived based on the aforementioned factor(s). • Trade receivables, cash and cash equivalents, other bank balances, other financial assets, current borrowings, trade payables, operational buyers' credit and other current financial liabilities: Fair values approximate their carrying amounts largely due to the short-term maturities of these instruments. • Non-current fixed-rate and variable-rate borrowings: Fair value has been determined using discounted cash flow model based on parameters such as interest rates, specific country risk factors, and the risk characteristics of the financed project. • Derivative financial assets/liabilities: The Group executes derivative financial instruments with various counterparties. Interest rate swaps, foreign exchange forward contracts and commodity forward contracts are valued using valuation techniques, which employs the use of market observable inputs. The most frequently applied valuation techniques include the forward pricing and swap models, using present value calculations. The models incorporate various inputs including foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest rate curves and forward rate curves of the underlying commodity. Commodity contracts are valued using the forward LME rates of commodities actively traded on the listed metal exchange, i.e., London Metal Exchange, United Kingdom (U.K.). • Other non-current financial assets and liabilities: Fair value is calculated using a discounted cash flow model with market assumptions, unless the carrying value is considered to approximate to fair value. For all other financial instruments, the carrying amount is either the fair value, or approximates the fair value. The changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationship and the value of other financial instruments recognised at fair value. The estimated fair value amounts as at 31 March 2024 and 31 March 2023 have been measured as at respective date. As such, the fair values of these financial instruments subsequent to reporting date may be different than the amounts reported at each period-end. There were no significant transfers between Level 1, Level 2 and Level 3 during the year. C. Risk management framework The Group’s businesses are subject to several risks and uncertainties including financial risks. The Group’s documented risk management policies act as an effective tool in mitigating the various financial risks to which the businesses are exposed in the course of their daily operations. The risk management policies cover areas such as liquidity risk, commodity price risk, foreign exchange risk, interest rate risk, counterparty credit risk and capital management. Risks are identified at both the corporate and individual subsidiary level with active involvement of senior management. Each operating subsidiary in the Group has in place risk management processes which are in line with the Group’s policy. Each significant risk has a designated ‘owner’ within the Group at an appropriate senior level. The potential financial impact of the risk and its likelihood of a negative outcome are regularly updated. The risk management process is coordinated by the Management Assurance function and is regularly reviewed by the Group’s Audit and Risk Management Committee. The Audit and Risk Management Committee is aided by the other Committees of the Board including the Risk Management Committee, which meets regularly to review risks as well as the progress against the planned actions. Key business decisions are discussed at the periodic meetings of the Executive Committee. The overall internal control environment and risk management programme including financial risk management is reviewed by the Audit Committee on behalf of the Board. The risk management framework aims to: - improve financial risk awareness and risk transparency - identify, control and monitor key risks - identify risk accumulations - provide management with reliable information on the Group’s risk situation - improve financial returns Treasury management Treasury management focuses on liability management, capital protection, liquidity maintenance and yield maximisation. The treasury policies are approved by the Committee of the Board. Daily treasury operations of the subsidiary companies are managed by their respective finance teams within the framework of the overall Group treasury policies. Long-term fund raising including strategic treasury initiatives are managed jointly by the business treasury team and the central team at corporate treasury while short-term funding for routine working capital requirements is delegated to subsidiary companies. A monthly reporting system exists to inform senior management of the Group’s investments and debt position, exposure to currency, commodity and interest rate risk and their mitigants including the derivative position. The Group has a strong system of internal control which enables effective monitoring of adherence to Group’s policies. The internal control measures are effectively supplemented by regular internal audits. The Group uses derivative instruments to manage the exposure in foreign currency exchange rates, interest rates and commodity prices. The Group does not acquire or issue derivative financial instruments for trading or speculative purposes. The Group does not enter into complex derivative transactions to manage the treasury and commodity risks. Both treasury and commodities derivative transactions are normally in the form of forward contracts, interest rate and currency swaps and these are in line with the Group's policies. 458 459 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 Commodity price risk The Group is exposed to the movement of base metal commodity prices on the London Metal Exchange. Any decline in the prices of the base metals that the Group produces and sells will have an immediate and direct impact on the profitability of the businesses. As a general policy, the Group aims to sell the products at prevailing market prices. The commodity price risk in imported input commodity such as Alumina, anodes, etc., for our aluminium and Copper business respectively, is hedged on back-to-back basis ensuring no price risk for the business. Hedging is used primarily as a risk management tool and, in some cases, to secure future cash flows in cases of high volatility by entering into forward contracts or similar instruments. The hedging activities are subject to strict limits set out by the Board and to a strictly defined internal control and monitoring mechanism. Decisions relating to hedging of commodities are taken at the Executive Committee level, basis clearly laid down guidelines. Whilst the Group aims to achieve average LME prices for a month or a year, average realised prices may not necessarily reflect the LME price movements because of a variety of reasons such as uneven sales during the year and timing of shipments. The Group is also exposed to the movement of international crude oil price and the discount in the price of Rajasthan crude oil to Brent price. Financial instruments with commodity price risk are entered into in relation to following activities: • economic hedging of prices realised on commodity contracts • cash flow hedging of revenues, forecasted highly probable transactions Aluminium The requirement of the primary raw material, alumina, is partly met from own sources and the rest is purchased primarily on negotiated price terms. Sales prices are linked to the LME prices. At present, the Group, on selective basis hedges the aluminium content in outsourced alumina to protect its margins. The Group also executes hedging arrangements for its aluminium sales to realise average month of sale LME prices. Copper The Group’s custom refining copper operations at Silvassa is benefitted by a natural hedge except to the extent of a possible mismatch in quotational periods between the purchase of anodes / blisters and the sale of finished copper. The Group’s policy on custom smelting is to generate margins from Refining Charges or "RCs”, improving operational efficiencies, minimising conversion cost, generating a premium over LME on sale of finished copper, sale of by-products and from achieving import parity on domestic sales. Hence, mismatches in quotational periods are managed to ensure that the gains or losses are minimised. The Group hedges this variability of LME prices through forward contracts and tries to make the LME price a pass-through cost between purchases of anodes / blisters and sales of finished products, both of which are linked to the LME price. RCs are a major source of income for the Indian copper refining operations. Fluctuations in RCs are influenced by factors including demand and supply conditions prevailing in the market for smelters output. The Group’s copper business has a strategy of securing a majority of its anodes / blisters feed requirement under long-term contracts with smelters / traders. Zinc, lead and silver The sales prices are linked to the LME prices. The Group also executes hedging arrangements for its Zinc, Lead and Silver sales to realise average month of sale LME prices. In exceptional circumstances, we may enter into strategic hedging with prior approval of the Committee of Directors. Zinc International Raw material for zinc and lead is mined in Namibia and South Africa with sales prices linked to the LME prices. Iron ore The Group sells its Iron Ore production from Goa on the prevailing market prices and from Karnataka through e-auction route as mandated by State Government of Karnataka in India. Oil and gas The prices of various crude oils are based upon the price of the key physical benchmark crude oil such as Dated Brent, West Texas Intermediate, and Dubai/Oman etc. The crude oil prices move based upon market factors like supply and demand. The regional producers price their crude basis these benchmark crude with a premium or discount over the benchmark based upon quality differential and competitiveness of various grades. The Group also hedges variability of crude price through forward contracts on selective basis. Natural gas markets are evolving differently in important geographical markets. There is no single global market for natural gas. This could be owing to difficulties in large-scale transportation over long distances as compared to crude oil. Globally, there are three main regional hubs for pricing of natural gas, which are USA (Henry Hub Prices), UK (NBP Price) and Japan (imported gas price, mostly linked to crude oil). Provisionally priced financial instruments On 31 March 2024, the value of net financial liabilities linked to commodities (excluding derivatives) accounted for on provisional prices was C 359 crore (31 March 2023: C 603 crore). These instruments are subject to price movements at the time of final settlement and the final price of these instruments will be determined in the financial year beginning 01 April 2024. Set out below is the impact of 10% increase in LME prices on pre-tax profit for the year and pre-tax equity as a result of changes in value of the Group’s commodity financial instruments: (C in crore) For the year ended 31 March 2024 Total Exposure Effect on pre-tax profit of a 10% increase in the LME Effect on equity of a 10% increase in the LME Copper (590) (59) - (C in crore) For the year ended 31 March 2023 Total Exposure Effect on pre-tax profit of a 10% increase in the LME Effect on equity of a 10% increase in the LME Copper (875) (87) - The above sensitivities are based on volumes, costs, exchange rates and other variables and provide the estimated impact of a change in LME prices on profit and equity assuming that all other variables remain constant. A 10% decrease in LME prices would have an equal and opposite effect on the Group’s financial statements. The impact on pre-tax profit/(loss) mentioned above includes the impact of a 10% increase in closing copper LME for provisionally priced copper concentrate purchased at Copper division custom smelting operations in India of C 101 crore loss (31 March 2023: C 134 crore loss), which is pass through in nature and as such will not have any impact on the profitability. (a) Financial risk The Group’s Board approved financial risk policies include monitoring, measuring and mitigating the liquidity, currency, interest rate and counterparty risk. The Group does not engage in speculative treasury activity but seeks to manage risk and optimise interest and commodity pricing through proven financial instruments. Liquidity risk The Company requires funds both for short-term operational needs as well as for long-term investment programmes mainly in growth projects. The Company generates sufficient cash flows from the current operations which together with 460 461 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 the available cash and cash equivalents and short-term investments provide liquidity both in the short-term as well as in the long-term. The Company has been rated by CRISIL Limited (CRISIL) and India Ratings and Research Private Limited (India Rating) for its capital market issuance in the form of CPs and NCDs and for its banking facilities in line with Basel II norms. During FY 2024, CRISIL Ratings has downgraded its rating on the long-term bank facilities and debt instruments of the Company from ‘CRISIL AA’ to 'CRISIL AA-' while the rating on short-term facilities and commercial paper has been reaffirmed at 'CRISIL A1+'. The ratings have also been placed on Watch with Developing Implications. During FY2024, India Ratings has downgraded the Company’s rating on the long-term instruments from ‘IND AA’ to ‘IND A+’ and on short-term facilities and commercial paper from ‘IND A1+’ to ‘IND A1’. The ratings have also been placed on Watch with Developing Implications. The ratings downgrade is driven by higher than expected leverage and increase in borrowing costs. However, they expect reduced refinancing risk for VRL to support Vedanta’s financial flexibility, with improved access and cost of borrowing from the banks and capital markets. The Rating Watch is due to the demerger announcement of the company as clarity on allocation of assets and liabilities and it’s probable impact on liquidity of the company is awaited by the rating agencies. Anticipated future cash flows, together with undrawn fund based committed facilities of ` 6,723 Crore, and cash, bank and other non-current and current investments of ` 15,424 Crore as at 31 March 2024, are expected to be sufficient to meet the liquidity requirement of the Group in the near future. The Group remains committed to maintaining a healthy liquidity, a low gearing ratio, deleveraging and strengthening its balance sheet. The maturity profile of the Group’s financial liabilities based on the remaining period from the date of balance sheet to the contractual maturity date is given in the table below. The figures reflect the contractual undiscounted cash obligation of the Group. As at 31 March 2024 (C in crore) Payments due by year <1 year 1-3 years 3-5 years >5 years Total Borrowings* 33,732 32,267 15,602 22,995 104,597 Derivative financial liabilities 144 - - - 144 Lease liabilities 477 400 93 43 1,013 Trade Payables, Operational Buyers' Credit and Other financial liabilities** 42,033 493 - - 42,526 76,386 33,160 15,695 23,038 1,48,280 As at 31 March 2023 (C in crore) Payments due by year <1 year 1-3 years 3-5 years >5 years Total Borrowings* 26,047 24,013 18,282 14,161 82,503 Derivative financial liabilities 193 20 - - 213 Lease liabilities 302 109 5 30 446 Trade Payables, Operational Buyers' Credit and Other financial liabilities** 49,153 300 1,241 - 50,694 75,695 24,442 19,528 14,191 1,33,856 * Includes non-current borrowings, current borrowings, committed interest payments on borrowings and interest accrued on borrowings. ** Includes both non-current and current financial liabilities and committed interest payment, as applicable. Excludes interest accrued on borrowings. The Group had access to following funding facilities: As at 31 March 2024 (C in crore) Funding facility Level 1 Level 2 Level 3 Fund/non-fund based 97,629 82,932 14,697 As at 31 March 2023 (C in crore) Funding facility Level 1 Level 2 Level 3 Fund/non-fund based 95,678 80,760 14,918 (b) Foreign exchange risk Fluctuations in foreign currency exchange rates may have an impact on the consolidated statement of profit and loss, the consolidated statement of change in equity, where any transaction references more than one currency or where assets/ liabilities are denominated in a currency other than the functional currency of the respective consolidated entities. Considering the countries and economic environment in which the Group operates, its operations are subject to risks arising from the fluctuations primarily in the US dollar, Australian dollar, Namibian dollar, AED, ZAR, GBP, JPY, INR and Euro against the functional currencies of Vedanta Limited and its subsidiaries. Exposures on foreign currency loans are managed through the Group wide hedging policy, which is reviewed periodically to ensure that the results from fluctuating currency exchange rates are appropriately managed. The Group strives to achieve asset liability offset of foreign currency exposures and only the net position is hedged. The Group’s presentation currency is the Indian Rupee (INR). The majority of the assets are located in India and the Indian Rupee is the functional currency for the Indian operating subsidiaries except for Oil and Gas business operations which have a US dollar functional currency. Natural hedges available in the business are identified at each entity level and hedges are placed only for the net exposure. Short-term net exposures are hedged progressively based on their maturity. A more conservative approach has been adopted for project expenditures to avoid budget overruns, where cost of the project is calculated taking into account the hedge cost. The hedge mechanisms are reviewed periodically to ensure that the risk from fluctuating currency exchange rates is appropriately managed. The following analysis is based on the gross exposure as at the reporting date which could affect the consolidated statement of profit and loss. The exposure is mitigated by some of the derivative contracts entered into by the Group as disclosed under the section on “Derivative financial instruments". The carrying amount of the Group's financial assets and liabilities in different currencies are as follows: (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Financial Asset Financial liabilities Financial Asset Financial liabilities INR 23,390 79,501 33,082 84,810 USD 16,618 32,238 10,515 30,012 Others 1,168 4,268 988 3,230 Total 41,176 1,16,007 44,585 1,18,052 The Group’s exposure to foreign currency arises where a Group entity holds monetary assets and liabilities denominated in a currency different to the functional currency of the respective business, with US dollar being the major non-functional currency. The foreign exchange rate sensitivity is calculated by the aggregation of the net foreign exchange rate exposure with a simultaneous parallel foreign exchange rates shift in the foreign currencies by 10% against the functional currency of the respective entities. 462 463 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 Set out below is the impact of a 10% strengthening in the functional currencies of the respective businesses on pre-tax profit and pre-tax equity arising as a result of the revaluation of the Group’s foreign currency monetary financial assets/ liabilities: For the year ended 31 March 2024 (C in crore) Effect of10% strengthening of functional currency on pre-tax profit Effect of 10% strengthening of functional currency on equity USD 1,190 - INR (19) - For the year ended 31 March 2023 (C in crore) Effect of10% strengthening of functional currency onpre-tax profit Effect of 10% strengthening of functional currency on equity USD 1,408 - INR (631) - A 10% weakening of functional currencies of the respective businesses would have an equal and opposite effect on the Group’s financial statements. In respect of loans granted to group companies, there have been no non-compliances of the relevant provisions of the Foreign Exchange Management Act, 1992 and the Prevention of Money Laundering Act, 2002. (c) Interest rate risk At 31 March 2024, the Group’s net debt of C 56,334 crore (31 March 2023: C 45,260 crore) comprises debt of C 71,758 crore (31 March 2023: C 66,182 crore) offset by cash, bank and current investments of C 15,424 crore (31 March 2023: C 20,922 crore). The Group is exposed to interest rate risk on short-term and long-term floating rate instruments and on the refinancing of fixed rate debt. The Group’s policy is to maintain a balance of fixed and floating interest rate borrowings and the proportion of fixed and floating rate debt is determined by current market interest rates. The borrowings of the Group are principally denominated in Indian Rupees and US dollars with mix of fixed and floating rates of interest. The USD floating rate debt is linked to US dollar LIBOR and INR Floating rate debt to Bank’s base rate. The Group has a policy of selectively using interest rate swaps, option contracts and other derivative instruments to manage its exposure to interest rate movements. These exposures are reviewed by appropriate levels of management on a monthly basis. The Group invests cash and liquid investments in short-term deposits and debt mutual funds, some of which generate a tax-free return, to achieve the Group’s goal of maintaining liquidity, carrying manageable risk and achieving satisfactory returns. Floating rate financial assets are largely mutual fund investments which have debt securities as underlying assets. The returns from these financial assets are linked to market interest rate movements; however the counterparty invests in the agreed securities with known maturity tenure and return and hence has manageable risk. The exposure of the Group’s financial assets as at 31 March 2024 to interest rate risk is as follows: (C in crore) Total Floating rate financial assets Fixed rate financial assets Non-interest bearing financial assets Financial Assets 41,176 2,695 16,051 22,430 The exposure of the Group’s financial liabilities as at 31 March 2024 to interest rate risk is as follows: (C in crore) Total Floating rate financial liabilities Fixed rate financial liabilities Non-interest bearing financial liabilities Financial Liabilities 1,16,007 50,182 36,985 28,840 The exposure of the Group’s financial assets as at 31 March 2023 to interest rate risk is as follows: (C in crore) Total Floating rate financial assets Fixed rate financial assets Non-interest bearing financial assets Financial Assets 44,585 4,673 16,175 23,737 The exposure of the Group’s financial liabilities as at 31 March 2023 to interest rate risk is as follows: (C in crore) Total Floating rate financial liabilities Fixed rate financial liabilities Non-interest bearing financial liabilities Financial Liabilities 1,18,052 48,140 31,894 38,018 Considering the net debt position as at 31 March 2024 and the investment in Bank deposits, corporate bonds and debt mutual funds, any increase in interest rates would result in a net loss and any decrease in interest rates would result in a net gain. The sensitivity analysis below has been determined based on the exposure to interest rates for financial instruments at the balance sheet date. The table below illustrates the impact of a 0.5% to 2.0% movement in interest rates on floating rate financial assets/ liabilities (net) on profit/(loss) and equity assuming that the changes occur at the reporting date and has been calculated based on risk exposure outstanding as of that date. The year end balances are not necessarily representative of the average debt outstanding during the year. This analysis also assumes that all other variables, in particular foreign currency rates, remain constant. (C in crore) Increase in interest rates Effect on pre-tax profit/(loss) during the year ended 31 March 2024 Effect on pre-tax profit/(loss) during the year ended 31 March 2023 0.50% (237) (217) 1.00% (475) (435) 2.00% (950) (869) An equivalent reduction in interest rates would have an equal and opposite effect on the Group’s financial statements. (d) Counterparty and concentration of credit risk Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group is exposed to credit risk from trade receivables, contract assets, investments, loans, other financial assets, and derivative financial instruments. Credit risk on receivables is limited as almost all credit sales are against letters of credit and guarantees of banks of national standing. Moreover, given the diverse nature of the Group’s businesses, trade receivables are spread over a number of customers with no significant concentration of credit risk. The history of trade receivables shows a negligible provision for bad and doubtful debts. Therefore, the Group does not expect any material risk on account of non-performance by any of the Group’s counterparties. The Group has clearly defined policies to mitigate counterparty risks. For short-term investments, counterparty limits are in place to limit the amount of credit exposure to any one counterparty. This, therefore, results in diversification of credit risk for our mutual fund and bond investments. For derivative and financial instruments, the Group attempts to limit the credit risk by only dealing with reputable banks and financial institutions. The carrying value of the financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk is C 41,176 crore (31 March 2023: C 44,585 crore). 464 465 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 The maximum credit exposure on financial guarantees given by the Group for various financial facilities is described in Note 40 on “Contingent liability and capital commitments”. None of the Group’s cash equivalents, including time deposits with banks, are past due or impaired. Regarding trade receivables, loans and other financial assets (both current and non-current), there were no indications as at the year end, that defaults in payment obligations will occur except as described in Notes 8, 9 and 10 on allowance for impairment of trade receivables and other financial assets. Of the year end trade receivables, loans and other financial assets (excluding Bank deposits and site restoration fund) balance the following, though overdue, are expected to be realised in the normal course of business and hence, are not considered impaired as at 31 March 2024 and 31 March 2023: (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Neither impaired nor past due 12,381 13,793 Past due but not impaired - Less than 1 month 1,242 1,116 - Between 1–3 months 464 235 - Between 3–12 months 3,337 327 - Greater than 12 months 5,151 4,581 Total 22,575 20,052 Receivables are deemed to be past due or impaired with reference to the Group’s normal terms and conditions of business. These terms and conditions are determined on a case to case basis with reference to the customer’s credit quality and prevailing market conditions. Receivables that are classified as ‘past due’ in the above tables are those that have not been settled within the terms and conditions that have been agreed with that customer. The Group based on past experiences does not expect any material loss on its receivables. The credit quality of the Group’s customers is monitored on an ongoing basis. Where receivables have been impaired, the Group actively seeks to recover the amounts in question and enforce compliance with credit terms. Movement in allowances for Financial Assets (Trade receivables and Financial assets - others) The change in the allowance for financial assets (current and non-current) is as follows: (C in crore) Funding facility Trade receivables Financial assets - Others Financial assets - Loans As at 01 April 2022 1,080 1,048 78 Allowance made during the year 356 0 0 Reversals/ write-off during the year (40) (225) - Exchange differences 0 49 9 As at 31 March 2023 1,396 872 87 Allowance made during the year 280 217 0 Reversals/ write-off during the year (581) (1) - Exchange differences 0 8 1 As at 31 March 2024 1,095 1,096 88 D Derivative financial instruments The Group uses derivative instruments as part of its management of exposure to fluctuations in foreign currency exchange rates, interest rates and commodity prices. The Group does not acquire or issue derivative financial instruments for trading or speculative purposes. The Group does not enter into complex derivative transactions to manage the treasury and commodity risks. Both treasury and commodities derivative transactions are normally in the form of forward contracts and these are subject to the Group guidelines and policies. The fair values of all derivatives are separately recorded in the consolidated balance sheet within current and non-current assets and liabilities. Derivatives that are designated as hedges are classified as current or non-current depending on the maturity of the derivative. The use of derivatives can give rise to credit and market risk. The Group tries to control credit risk as far as possible by only entering into contracts with reputable banks and financial institutions. The use of derivative instruments is subject to limits, authorities and regular monitoring by appropriate levels of management. The limits, authorities and monitoring systems are periodically reviewed by management and the Board. The market risk on derivatives is mitigated by changes in the valuation of the underlying assets, liabilities or transactions, as derivatives are used only for risk management purposes. Cash flow hedges The Group enters into forward exchange and commodity price contracts for hedging highly probable forecast transaction and account for them as cash flow hedges and states them at fair value. Subsequent changes in fair value are recognised in equity through OCI until the hedged transaction occurs, at which time, the respective gain or losses are reclassified to profit or loss. These hedges have been effective for the year ended 31 March 2024 and 31 March 2023. The Group uses foreign exchange contracts from time to time to optimise currency risk exposure on its foreign currency transactions. The Group hedged part of its foreign currency exposure on capital commitments during the year ended 31 March 2024 and 31 March 2023. Fair value changes on such forward contracts are recognised in other comprehensive income. The majority of cash flow hedges taken out by the Group during the year comprise non-derivative hedging instruments for hedging the foreign exchange rate of highly probable forecast transactions and commodity price contracts for hedging the commodity price risk of highly probable forecast transactions. The cash flows related to above are expected to occur during the year ending 31 March 2024 and consequently may impact profit or loss for that year depending upon the change in the commodity prices and foreign exchange rates movements. For cash flow hedges regarded as basis adjustments to initial carrying value of the property, plant and equipment, the depreciation on the basis adjustments made is expected to affect profit or loss over the expected useful life of the property, plant and equipment. Fair value hedges The fair value hedges relate to forward covers taken to hedge currency exposure and commodity price risks. The Group’s sales are on a quotational period basis, generally one month to three months after the date of delivery at a customer’s facility. The Group enters into forward contracts for the respective quotational period to hedge its commodity price risk based on average LME prices. Gains and losses on these hedge transactions are substantially offset by the amount of gains or losses on the underlying sales. Net gains and losses are recognised in the consolidated statement of profit and loss. The Group uses foreign exchange contracts from time to time to optimise currency risk exposure on its foreign currency transactions. Fair value changes on such forward contracts are recognised in the consolidated statement of profit and loss. Non-designated economic hedges The Group enters into derivative contracts which are not designated as hedges for accounting purposes, but provide an economic hedge of a particular transaction risk or a risk component of a transaction. Hedging instruments include copper, aluminium future contracts on the LME and certain other derivative instruments. Fair value changes on such derivative instruments are recognised in the consolidated statement of profit and loss. 466 467 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 The fair value of the Group’s derivative positions recorded under derivative financial assets and derivative financial liabilities are as follows: (C in crore) Derivative Financial Instruments As at 31 March 2024 As at 31 March 2023 Assets Liabilities Assets Liabilities Current Cash flow hedge* - Commodity contracts - 22 38 33 Fair Value hedge - Commodity contracts 96 48 85 71 - Forward foreign currency contracts 5 13 4 18 Non - qualifying hedges/economic hedge - Commodity contracts 58 3 52 - - Forward foreign currency contracts 9 58 35 71 Sub-total (A) 168 144 214 193 Non-current Fair Value hedge - Forward foreign currency contracts 3 - - 20 Sub-total (B) 3 - - 20 Total (A+B) 171 144 214 213 * Refer the Consolidated Statement of Profit and Loss and the Consolidated Statement of Changes in Equity for the change in the fair value of cash flow hedges. 25 Provisions (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Non-current Current Total Non-current Current Total Provision for employee benefits a (Refer note 33) - Retirement benefit 231 52 283 218 63 281 - Others 12 183 195 14 174 188 Provision for restoration, rehabilitation and environmental costs b 2,862 20 2,882 3,194 30 3,224 Other provisions b - 86 86 - 114 114 Total 3,105 341 3,446 3,426 381 3,807 a) Provision for employee benefits includes gratuity, compensated absences, deferred cash bonus etc. (C in crore) b) Particulars Restoration, rehabilitation and environmental costs (Refer c) Others (Refer d) As at 01 April 2022 3,246 112 Additions 45 5 Amounts utilised (20) - Unused amounts reversed - (2) Unwinding of discount (Refer note 34) 96 - Revision in estimates (296) (1) Exchange differences 153 - As at 31 March 2023 3,224 114 Additions 7 5 Amounts utilised (14) (33) Unwinding of discount (Refer note 34) 135 - Revision in estimates (333) - Disposals (151) - Exchange differences 14 - As at 31 March 2024 2,882 86 c) Restoration, rehabilitation and environmental costs The provisions for restoration, rehabilitation and environmental liabilities represent the management’s best estimate of the costs which will be incurred in the future to meet the Group’s obligations under existing Indian, Australian, Namibian, South African and Irish law and the terms of the Group’s exploration and other licences and contractual arrangements. Within India, the principal restoration and rehabilitation provisions are recorded within Oil & Gas business where a legal obligation exists relating to the oil and gas fields, where costs are expected to be incurred in restoring the site of production facilities at the end of the producing life of an oil field. The Group recognises the full cost of site restoration as a liability when the obligation to rectify environmental damage arises. These amounts are calculated by considering discount rates within the range of 1% to 15% and are payable upon mine closure These costs are expected to be spread out over a period of one to forty-seven years. The lower end of the discount rate is seen at ASI, Oil and Gas business, and Zinc International operations in Ireland, while the higher end is observed at ESL Steels and Zinc International operations in African countries. d) Other provisions Other provisions include provision for disputed cases and claims. 26 Other liabilities (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Non-current Current Total Non-current Current Total Amount payable to owned post-employment benefit trust - 25 25 - 32 32 Other statutory liabilities a - 2,846 2,846 - 3,805 3,805 Deferred government grants b 4,208 288 4,496 4,309 282 4,591 Advance from customer c 950 8,076 9,026 - 8,931 8,931 Advance from related party - 3 3 - 3 3 Other liabilities - 239 239 - 185 185 Total 5,158 11,477 16,635 4,309 13,238 17,547 a) Statutory liabilities mainly includes payables for Provident fund, ESIC, withholding taxes, goods and services tax, VAT, service tax, etc. b) Represents government assistance in the form of the duty benefit availed under Export Promotion Capital Goods (EPCG) Scheme and SEZ scheme on purchase of property, plant and equipment accounted for as government grant and being amortised over the useful life of such assets. c) Advance from customers are contract liabilities to be settled through delivery of goods. The amount of such balances as on 01 April 2022 was C 4,531 crore. During the current year, the Group has recognised revenue of C 8,954 crore (31 March 2023: C 4,380 crore) out of opening balances. All other changes are either due to receipt of fresh advances or exchange differences. 27 Revenue from operations (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Sale of products (Refer note 36(a)) 1,40,049 1,43,535 Sale of services 321 326 Revenue from contingent rents 1,423 1,543 Total 1,41,793 1,45,404 a) Revenue from sale of products and from sale of services for the year ended 31 March 2024 includes revenue from contracts with customers of C 1,42,513 crore (31 March 2023: C 1,45,984 crore) and a net loss on mark-to-market of C 2,143 crore (31 March 2023: C 2,123 crore) on account of gains/ losses relating to sales that were provisionally priced as at 31 March 2023 with the final price settled in the current year, gains/ losses relating to sales fully priced during the year, and marked to market gains/ losses relating to sales that were provisionally priced as at 31 March 2024. 468 469 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 b) Majority of the Group’s sales are against advance or are against letters of credit/ cash against documents/ guarantees of banks of national standing. Where sales are made on credit, the amount of consideration does not contain any significant financing component as payment terms are within the normal credit period. As per the terms of the contract with its customers, either all performance obligations are to be completed within one year from the date of such contracts or the Group has a right to receive consideration from its customers for all completed performance obligations. Accordingly, the Group has availed the practical expedient available under paragraph 121 of Ind AS 115 and dispensed with the additional disclosures with respect to performance obligations that remained unsatisfied (or partially unsatisfied) at the balance sheet date. Further, since the terms of the contracts directly identify the transaction price for each of the completed performance obligations, in all material respects, there are no elements of transaction price which have not been included in the revenue recognised in the financial statements. Further, there is no material difference between the contract price and the revenue from contract with customers. 28 Other operating income (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Export incentives 379 483 Scrap sales 911 781 Miscellaneous income 644 640 Total 1,934 1,904 29 Other Income (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Net gain on investment measured at FVTPL 128 74 Interest income from investments measured at FVTPL 303 504 Interest income from investments measured at FVOCI 369 281 Interest income from financial assets at amortised cost - Bank deposits 208 379 - Loans (Refer note 42) 452 560 - Others 301 372 Interest on income tax refund 53 166 Dividend income from - financial assets at FVTPL 40 21 - financial assets at FVOCI 1 - Deferred government grant income 308 273 Gain on loss of control on subsidiary (Refer note 4(D)) 178 - Miscellaneous income 209 221 Total 2,550 2,851 30 Changes in inventories of finished goods and work-in-progress* (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Opening Stock: Finished Goods 1,028 829 Work in Progress 5,081 5,040 Total 6,109 5,869 (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Add: Foreign exchange translation (19) 15 (Less): Capitalisation and other adjustments (237) (152) (Less): Impairment of inventory (48) - Less: Closing Stock Finished Goods 963 1,028 Work in Progress 4,666 5,081 Total 5,629 6,109 Changes in inventory 176 (377) * Inventories include goods-in-transit 31 Employee benefits expense a (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Salaries and wages 3,172 2,988 Share based payments 70 77 Contributions to provident and other funds 265 268 Staff welfare expenses 348 334 Less: Cost allocated/directly booked in joint ventures (555) (569) Total 3,300 3,098 (a) net of capitalisation of C 62 crore (31 March 2023: C 158 crore). 32 Share based payments The Company offers equity based and cash based option plans to its employees, officers and directors through the Company's stock option plan introduced in 2016 and Cairn India's stock option plan now administered by the Company pursuant to its merger with the Company. The Vedanta Limited Employee Stock Option Scheme (ESOS) 2016 The Company introduced an Employee Stock Option Scheme 2016 (“ESOS”), which was approved by the Vedanta Limited shareholders to provide equity settled incentive to all employees of the Company including subsidiary companies. The ESOS scheme includes tenure based, business performance based (EBITDA) and market performance based stock options. The maximum value of options that can be awarded to members of the wider management group is calculated by reference to the grade average cost-to-company ("CTC") and individual grade of the employee. The ESOS schemes are administered through VESOS trust and have underlying Vedanta Limited equity shares. Options granted during the year ended 31 March 2024 and year ended 31 March 2023 includes business performance based, sustained individual performance based, management discretion and fatality multiplier based stock options. Business performances will be measured using Volume, Cost, Net Sales Realisation, EBITDA, Free Cash Flows, ESG & Carbon footprint or a combination of these for the respective business/ SBU entities. The exercise price of the options is C 1 per share and the performance period is three years, with no re-testing being allowed. 470 471 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 The details of share options for the year ended 31 March 2024 is presented below: Financial Year of Grant Exercise Period Options outstanding 01 April 2023 Options granted during the year Options forfeited/ lapsed during the year Options exercised during the year Options outstanding 31 March 2024 Options exercisable 31 March 2024 2018-19 01 November 2021 - 30 April 2022 41,450 - - 1,094 40,356 40,356* 2019-20 29 November 2022 - 28 May 2023 11,52,087 - 70,526 10,81,561 - - 2020-21 06 November 2023 - 05 May 2024 83,25,751 - 41,53,161 26,54,818 15,17,772 15,17,772 2020-21 Cash settled 6,17,641 - 2,90,080 - 3,27,561 - 2021-22 01 November 2024 - 30 April 2025 95,21,390 - 12,96,014 - 82,25,376 - 2021-22 Cash settled 7,07,700 - 96,000 - 6,11,700 - 2022-23 01 November 2025 - 30 April 2026 1,35,26,444 - 18,59,760 - 1,16,66,684 - 2022-23 Cash settled 10,16,571 - 3,02,791 - 7,13,780 - 2023-24 04 November 2026 - 04 May 2027 - 1,81,38,912 9,61,371 - 1,71,77,541 - 2023-24 Cash Settled - 35,07,647 1,61,810 - 33,45,837 - 3,49,09,034 2,16,46,559 91,91,513 37,37,473 4,36,26,607 15,58,128 *Options for some employees could not be exercised within exercise period due to technical issues. The details of share options for the year ended 31 March 2023 is presented below: Financial Year of Grant Exercise Period Options outstanding 01 April 2022 Options granted during the year Options forfeited/ lapsed during the year Options exercised during the year Options outstanding 31 March 2023 Options exercisable 31 March 2023 2018-19 01 November 2021 - 30 April 2022 3,23,015 - - 2,81,565 41,450 41,450 2019-20 29 November 2022 - 28 May 2023 1,14,81,718 - 61,53,328 41,76,303 11,52,087 11,52,087 2019-20 Cash settled 6,80,401 - 3,58,428 3,21,973 - - 2020-21 06 November 2023 - 05 May 2024 1,08,07,521 - 24,81,770 - 83,25,751 - 2020-21 Cash settled 7,24,923 - 1,07,282 - 6,17,641 - 2021-22 01 November 2024 - 30 April 2025 1,13,04,599 - 17,83,209 - 95,21,390 - 2021-22 Cash settled 8,41,767 - 1,34,067 - 7,07,700 - 2022-23 01 November 2025 - 30 April 2026 - 1,44,37,268 9,10,824 - 1,35,26,444 - 2022-23 Cash settled - 10,35,172 18,601 - 10,16,571 - 3,61,63,944 1,54,72,440 1,19,47,509 47,79,841 3,49,09,034 11,93,537 The fair value of all options has been determined at the date of grant of the option allowing for the effect of any market-based performance conditions. This fair value, adjusted by the Group’s estimate of the number of options that will eventually vest as a result of non-market conditions, is expensed over the vesting period. Business Performance-Based and Sustained Individual Performance-Based Options: The fair values of stock options following these types of vesting conditions have been estimating using the Black-Scholes- Merton Option Pricing model. The value arrived at under this model has been then multiplied by the expected % vesting based on business performance conditions (only for business performance-based options) and the expected multiplier on account of sustained individual performance (for both type of options). The inputs used in the Black-Scholes-Merton Option Pricing model include the share price considered as of the valuation date, exercise price as per the scheme/ plan of the options, expected dividend yield (estimated based on actual/ expected dividend trend of the company), expected tenure (estimated as the remaining vesting period of the options), the risk-free rate (considered as the zero coupon yield as of the valuation date for a term commensurate with the expected tenure of the options) and expected volatility (estimated based on the historical volatility of the return in company’s share prices for a term commensurate with the expected tenure of the options). The exercise period of 6 months post vesting period has not been considered as the options are expected to be exercised immediately post the completion of the vesting period. The assumptions used in the calculations of the charge in respect of the ESOS options granted during the years ended 31 March 2024 and 31 March 2023 are set out below: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 ESOS 2023 ESOS 2022 Number of Options Cash settled - 35,07,647 equity settled - 18,138,912 Cash settled - 1,035,172 equity settled - 14,437,268 Exercise Price C 1 C 1 Share Price at the date of grant C 232.75 C 286.90 Contractual Life 3 years 3 years Expected Volatility 41.16% 50.95% Expected option life 3 years 3 years Expected dividends 14.94% 7.11% Risk free interest rate 7.18% 7.07% Expected annual forfeitures 10% p.a 10% p.a Fair value per option granted (Non-market performance based) C 121.98 C 182.46 Weighted average share price at the date of exercise of stock options was C 210.15 (31 March 2023: C 303.80) The weighted average remaining contractual life for the share options outstanding was 1.87 years (31 March 2023: 1.76 years). The Group recognised total expenses of C 92 crore (31 March 2023: C 85 crore) related to equity settled share-based payment transactions for the year ended 31 March 2024. The total expense recognised on account of cash settled share based plan during the year ended 31 March 2024 is C 10 crore (31 March 2023: C 1 crore) and the carrying value of cash settled share based compensation liability as at 31 March 2024 is C 15 crore (31 March 2023: C 11 crore). Employee stock option plans of erstwhile Cairn India Limited: The Company has provided CIESOP share based payment scheme to its employees. CIESOP plan There are no specific vesting conditions under CIESOP plan other than completion of the minimum service period of 3 years from the date of grant. Phantom options are exercisable proportionate to the period of service rendered by the employee subject to completion of one year. The exercise period is 7 years from the vesting date which was completed in the year 2022- 23. There was no new grant during the year. Details of employees stock option plans is presented below (C in crore) CIESOP Plan Year ended 31 March 2024 Year ended 31 March 2023 Number of options Weighted average exercise price in C Number of options Weighted average exercise price in C Outstanding at the beginning of the year - - 10,37,641 286.85 Granted during the year - - Nil NA Expired during the year - - Nil NA Exercised during the year - - 2,66,914 286.85 Forfeited / cancelled during the year - - 7,70,727 286.85 Outstanding at the end of the year - - - - Exercisable at the end of the year - - - - 472 473 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 Weighted average share price at the date of exercise of stock options and exercise price for stock options during the year ended 31 March 2023 was C 411.80 and C 286.85 respectively. In respect of one of the group's subsidiary, the Group has awarded certain cash settled share based options indexed to equity valuation of the subsidiary. The total (reversal)/expense recognised on account of cash settled share based plan during the year ended 31 March 2024 is C (9) crore (31 March 2023: C (5) crore) and the carrying value of cash settled share based compensation liability as at 31 March 2024 is C 33 crore (31 March 2023: C 44 crore). Out of the total expense of C 93 crore (31 March 2023: C 80 crore) pertaining to equity settled and cash settled options for the year ended 31 March 2024 the Group has capitalised C 3 crore (31 March 2023: C 3 crore). 33 Employee Benefit Plans The Group participates in defined contribution and benefit plans, the assets of which are held (where funded) in separately administered funds. For defined contribution plans, the amount charged to the consolidated statement of profit and loss is the total amount of contributions payable in the year. For defined benefit plans, the cost of providing benefits under the plans is determined by actuarial valuation separately each year for each plan using the projected unit credit method by independent qualified actuaries as at the year end. Remeasurement gains and losses arising in the year are recognised in full in other comprehensive income for the year. i) Defined contribution plans The Group contributed a total of C 152 crore and C 146 crore for the year ended 31 March 2024 and 31 March 2023 respectively to the following defined contribution plans. (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Employer’s contribution to recognised provident fund and family pension fund 118 118 Employer’s contribution to superannuation 25 21 Employer’s contribution to National Pension Scheme 9 7 152 146 Indian pension plans Central recognised provident fund In accordance with the ‘The Employee's Provident Funds and Miscellaneous Provisions Act, 1952’, employees are entitled to receive benefits under the Provident Fund. Both the employee and the employer make monthly contributions to the plan at a predetermined rate (12% for 2024 and 2023) of an employee’s basic salary, and includes contribution made to Family Pension fund as explained below. All employees have an option to make additional voluntary contributions. These contributions are made to the fund administered and managed by the Government of India (GoI) or to independently managed and approved funds. The Group has no further obligations under the fund managed by the GoI beyond its monthly contributions which are charged to the consolidated statement of profit and loss in the year they are incurred. Family pension fund The Pension Fund was established in 1995 and is managed by the Government of India. The employee makes no contribution to this fund but the employer makes a contribution of 8.33% of salary each month subject to a specified ceiling per employee (included in the 12% rate specified above). This is provided for every permanent employee on the payroll. At the age of superannuation, contributions ceases and the individual receives a monthly payment based on the level of contributions through the years, and on their salary scale at the time they retire, subject to a maximum ceiling of salary level. The Government funds these payments, thus the Group has no additional liability beyond the contributions that it makes, regardless of whether the central fund is in surplus or deficit. Superannuation Superannuation, another pension scheme, is applicable only to executives above certain grade. However, in case of the oil & gas business (applicable from the second year of employment) and Iron Ore Segment, the benefit is applicable to all executives. Vedanta Limited and each relevant Indian subsidiary holds a policy with Life Insurance Corporation of India (“LIC”), to which each of these entities contributes a fixed amount relating to superannuation and the pension annuity is met by LIC as required, taking into consideration the contributions made. The Group has no further obligations under the scheme beyond its monthly contributions which are charged to the consolidated statement of profit and loss in the year they are incurred. National Pension Scheme National Pension Scheme is a retirement savings account for social security and welfare applicable for executives covered under the superannuation benefit of Vedanta Limited and each relevant Indian subsidiary, on a choice basis. It was introduced to enable employees to select the treatment of superannuation component of their fixed salaries and avail the benefits offered by National Pension Scheme launched by Government of India. Vedanta Limited and each relevant entity holds a corporate account with one of the pension fund managers authorised by the Government of India to which each of the entity contributes a fixed amount relating to superannuation and the pension annuity will be met by the fund manager as per rules of National Pension Scheme. The Group has no further obligations under the scheme beyond its monthly contributions which are charged to the consolidated statement of profit and loss in the year they are incurred. Australian pension scheme The Group also participates in defined contribution superannuation schemes in Australia. The contribution of a proportion of an employee’s salary in a superannuation fund is a compulsory legal requirement in Australia. The employer contributes, into the employee’s fund of choice, 10.00% (2023: 10.00%) of an employee’s gross remuneration where the employee is covered by an industrial agreement and 13.00% (2023: 13.00%) of the basic remuneration for all other employees. All employees have an option to make additional voluntary contributions. The Group has no further obligations under the scheme beyond its monthly contributions which are charged to the consolidated statement of profit and loss in the year they are incurred. Skorpion Zinc Provident Fund, Namibia The Skorpion Zinc Provident Fund is a defined contribution fund and is compulsory to all full time employees under the age of 60. The Group contribution to the fund is a fixed percentage of 9% per month of pensionable salary, whilst the employee contributes 7% with the option of making additional contributions, over and above the normal contribution, up to a maximum of 12%. Normal retirement age is 60 years and benefit payable is the member’s fund credit which is equal to all employer and employee contributions plus interest. The same applies when an employee resigns from Skorpion Zinc. The Fund provides disability cover which is equal to the member’s fund credit and a death cover of two times annual salary in the event of death before retirement. The Group has no additional liability beyond the contributions that it makes. Accordingly, this scheme has been accounted for on a defined contribution basis and contributions are charged directly to the consolidated statement of profit and loss in the year they are incurred. Black Mountain (Pty) Limited, South Africa Pension and Provident Funds Black Mountain Mining (Pty) Ltd has two retirement funds, both administered by Alexander Forbes, a registered financial service provider. The purpose of the funds is to provide retirement and death benefits to all eligible employees. The Group contributes at a fixed percentage of 15% for pension fund and 12.5% for provident fund. Membership of both funds is compulsory for all permanent employees under the age of 60. The Group has no additional liability beyond the contributions that it makes. Accordingly, this scheme has been accounted for on a defined contribution basis and contributions are charged directly to the consolidated statement of profit and loss in the year they are incurred. 474 475 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 ii. Defined benefit plans (a) Contribution to provident fund trust (the “trusts”) of Iron ore division, Bharat Aluminium Company Limited (BALCO), Hindustan Zinc Limited (HZL), Sesa Resources Limited (SRL) and Sesa Mining Corporation Limited (SMCL) The provident funds of Iron ore division, BALCO, HZL, SRL and SMCL are exempted under section 17 of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952. Conditions for grant of exemption stipulates that the employer shall make good deficiency, if any, between the return guaranteed by the statute and actual earning of the Fund. Based on actuarial valuation in accordance with Ind AS 19 and the Guidance note issued by the Institute of Actuaries of India for interest rate guarantee of exempted provident fund liability of employees, there is no interest shortfall that is required to be met by Iron ore division, BALCO, HZL, SRL, and SMCL as at 31 March 2024 and 31 March 2023. Having regard to the assets of the fund and the return on the investments, the Group does not expect any deficiency in the foreseeable future. The Group contributed a total of C 62 crore for the year ended 31 March 2024 and C 78 crore for the year ended 31 March 2023 in relation to the independently managed and approved funds. The present value of obligation and the fair value of plan assets of the trust are summarised below. (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Fair value of plan assets of trusts 2,696 2,626 Present value of defined benefit obligation (2,652) (2,618) Net liability arising from defined benefit obligation NIL NIL (C in crore) Percentage allocation of plan assets of the trust Year ended 31 March 2024 Year ended 31 March 2023 Assets by category Government Securities 21.09% 45.15% Debentures / bonds 69.67% 38.32% Equity 8.70% 16.53% Money Market Instruments 0.00% 0.00% Fixed deposits 0.54% 0.00% (b) Post-Retirement Medical Benefits: The Group has a scheme of medical benefits for employees at BMM and BALCO subsequent to their retirement on completion of tenure including retirement on medical grounds and voluntary retirement on contributory basis. The scheme includes an employee’s spouse as well. Based on an actuarial valuation conducted as at year-end, a provision is recognised in full for the benefit obligation. The obligation relating to post-retirement medical benefits as at 31 March 2024 was C 92 crore (31 March 2023: C 101 crore). The obligation under this plan is unfunded. The Group considers these amounts as not material and accordingly has not provided further disclosures as required by Ind AS 19 ‘Employee benefits’. The current service cost for the year ending 31 March 2024 of C 2 crore (31 March 2023: C 1 crore) has been recognised in consolidated statement of profit and loss. The remeasurement losses and net interest on the obligation of post-retirement medical benefits of C (13) crore (31 March 2023: C 1 crore) and C 9 crore (31 March 2023: C 9 crore) for the year ended 31 March 2024 have been recognised in other comprehensive income and finance cost respectively. (c) Other Post-employment Benefits: India - Gratuity plan In accordance with the Payment of Gratuity Act of 1972, Vedanta Limited and its Indian subsidiaries contribute to a defined benefit plan (the “Gratuity Plan”) covering certain categories of employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, disability or termination of employment being an amount based on the respective employee’s last drawn salary and the number of years of employment with the Group. Based on actuarial valuations conducted as at year end using the projected unit credit method, a provision is recognised in full for the benefit obligation over and above the funds held in the Gratuity Plan. For entities where the plan is unfunded, full provision is recognised in the consolidated balance sheet. The iron ore and oil & gas division of Vedanta Limited, SRL, SMCL, HZL and FACOR have constituted a trust recognised by Income Tax Authorities for gratuity to employees and contributions to the trust are funded with the Life Insurance Corporation of India (LIC), ICICI Prudential Life Insurance Company Limited (ICICI) and HDFC Life Insurance Company Limited (HDFC). Principal actuarial assumptions Principal actuarial assumptions used to determine the present value of the Other post-employment benefit plan obligation are as follows: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Discount rate 7.10% 7.39% Expected rate of increase in compensation level of covered employees 2%-15% 2%-15% Mortality table IALM (2012-14) IALM (2012-14) Amount recognised in the consolidated balance sheet consists of: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Fair value of plan assets 459 443 Present value of defined benefit obligations (650) (623) Net liability arising from defined benefit obligation (191) (180) Amounts recognised in the consolidated statement of profit and loss in respect of Other post-employment benefit plan are as follows: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Current service cost 49 43 Net interest cost 14 12 Components of defined benefit costs recognised in consolidated statement of profit and loss 63 55 Amounts recognised in other comprehensive income in respect of Other post-employment benefit plan are as follows: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Re-measurement of the net defined benefit obligation:- Actuarial losses arising from changes in financial assumptions 9 1 Actuarial losses arising from experience adjustments 6 9 Actuarial losses arising from changes in demographic assumptions 4 (3) Actuarial losses on plan assets (excluding amounts included in net interest cost) 2 3 Components of defined benefit costs recognised in Other comprehensive income 21 10 The movement of the present value of the Other post-employment benefit plan obligation is as follows: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Opening balance 623 599 Current service cost 49 43 Benefits paid (86) (71) Interest cost 45 42 Actuarial losses arising from changes in assumptions 19 10 Closing balance 650 623 476 477 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 The movement in the fair value of Other post-employment benefit plan assets is as follows: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Opening balance 440 441 Contributions received 67 28 Benefits paid (77) (54) Re-measurement loss arising from return on plan assets (2) (3) Interest income 31 31 Closing balance 459 443 The above plan assets have been invested in the qualified insurance policies. The actual return on plan assets was C 29 crore (31 March 2023: C 28 crore). The weighted average duration of the defined benefit obligation is 12.45 years (31 March 2023: 11.58 years). The Group expects to contribute C 34 crore to the funded defined benefit plans during the year ending 31 March 2025. Sensitivity analysis for Defined Benefit Plan Below is the sensitivity analysis determined for significant actuarial assumptions for the determination of defined benefit obligation and based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period while holding all other assumptions constant. (C in crore) Particulars Increase/(Decrease) in defined benefit obligation Year ended 31 March 2024 Year ended 31 March 2023 Discount rate Increase by 0.50% (28) (24) Decrease by 0.50% 30 26 Expected rate of increase in compensation level of covered employees Increase by 0.50% 26 23 Decrease by 0.50% (25) (22) The above sensitivity analysis may not be representative of the actual benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. In presenting the above sensitivity analysis, the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of reporting period, which is the same as that applied in calculating the defined obligation liability recognised in the consolidated balance sheet. Maturity analysis of defined benefit obligation (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Less than 1 year 63 73 1-2 years 58 68 2-5 years 145 153 More than 5 years 384 329 650 623 Risk analysis Group is exposed to a number of risks in the defined benefit plans. Most significant risks pertaining to defined benefit plans and management estimation of the impact of these risks are as follows: Investment risk Most of the Indian defined benefit plans are funded with the LIC, ICICI and HDFC. The Group does not have any liberty to manage the fund provided to LIC, ICICI and HDFC. The present value of the defined benefit plan obligation is calculated using a discount rate determined by reference to Government of India bonds for the Group’s Indian operations. If the return on plan asset is below this rate, it will create a plan deficit. Interest risk A decrease in the interest rate on plan assets will increase the net plan obligation. Longevity risk / Life expectancy The present value of the defined benefit plan obligation is calculated by reference to the best estimate of the mortality of plan participants both during and at the end of the employment. An increase in the life expectancy of the plan participants will increase the plan obligation. Salary growth risk The present value of the defined benefit plan obligation is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan obligation. # Code on Social Security, 2020 The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Group will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective. 34 Finance cost (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Interest expense on financial liabilities at amortised cost b 9,235 6,212 Other finance costs 1,033 380 Net interest on defined benefit arrangement 23 21 Unwinding of discount on provisions 135 96 Less: Capitalisation of finance cost/borrowing cost (960) (483) Less: Cost allocated/directly booked in joint ventures (1) (1) Total 9,465 6,225 a) Interest rate of 8.65% (31 March 2023: 6.75%) was used to determine the amount of general borrowing costs eligible for capitalisation in respect of qualifying asset for the year ended 31 March 2024. b) Interest expense on income taxes is C 192 crore (31 March 2023: C 77 crore). c) Interest expense on lease liabilities for the year ended is C 50 crore (31 March 2023: C 14 crore). 478 479 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 35 Other expenses (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Cess on crude oil 3,688 3,238 Royalty 6,249 5,860 Consumption of stores and spare parts 3,631 3,769 Share of expenses in producing oil and gas blocks 3,486 3,593 Repairs to plant and equipment 3,636 3,332 Repairs to building 226 277 Repairs others 194 213 Carriage 2,285 2,827 Mine expenses 3,601 3,163 Net loss on foreign currency transactions and translations 263 554 Other selling expenses 3 29 Insurance 278 292 Loss on sale/disposal of fixed asset (net) 114 9 Rent* 55 61 Rates and taxes 222 39 Exploration costs written off 786 327 Provision for doubtful advances/ expected credit loss/ bad debts written off a 261 426 Miscellaneous expenses b, c 8,629 7,097 Less: Cost allocated/directly booked in joint ventures (332) (418) Total 37,275 34,688 *Rent represents expense on short term/ low value leases. a Includes bad debts written off of ` 913 crore against the provision for expected credit loss. b Includes contributions to political parties of C 98 crore (31 March 2023: C 155 crore). c Includes Management and Brand fees expense (net) of C 2,865 crore (31 March 2023: C 2,082 crore). Refer note 42. 36 Exceptional items (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Exceptional items Tax effect of Exceptional items Exceptional items after tax Exceptional items Tax effect of Exceptional items Exceptional items after tax Property, plant and equipment, exploration intangible assets under development, capital work-in-progress and other assets (impaired)/ reversal or (written off)/ written back in: - Oil & Gas - Reversal of previously recorded impairment a 1,179 (413) 766 - - - - Copper (refer note 3(c)(A)(iii)) (746) 188 (558) - - - - Aluminium b (131) 33 (98) - - - - Zinc International (117) - (117) - - - - Iron Ore - Reversal of previously recorded impairment of assets in Liberia on commencement of mining operations c - - - 644 - 644 - Others - - - 109 (38) 71 - Unallocated - Foreign currency translation reserve recycled to profit or loss on redemption of optionally convertible redeemable preference shares d 1,825 - 1,825 - - - Capital creditors written back in Power segment e 793 (200) 593 - - - SAED on Oil and Gas sector f - - - (970) 312 (658) Total 2,803 (392) 2,411 (217) 274 57 a) The Government of India ("GoI"), acting through the Directorate General of Hydrocarbons ("DGH"), had raised demand up to 14 May 2020 for Government’s additional share of Profit Oil, based on its computation of disallowance of cost incurred over retrospective re-allocation of certain common costs between Development Areas (DAs) of Rajasthan Block and certain other matters aggregating to C 9,545 crore (US$ 1,162 million) and applicable interest thereon representing share of Vedanta Limited and its subsidiary. The Group had disputed the aforesaid demand and invoked arbitration as per the provisions of the Production Sharing Contract. The Group had received the Final Partial Award dated 22 August 2023 from the Arbitration Tribunal (‘the Tribunal') as amended by order dated 15 November, 2023 and 08 December 2023 (“the Award”) , dismissing the Government’s contention of additional Profit Petroleum in relation to allocation of common development costs across Development Areas and certain other matters in accordance with terms of the Production Sharing Contract for Rajasthan Block, while disallowing some matters. Further, the Tribunal had decided that the Group was allowed to claim cost recovery of exploration cost for the purpose of computation of Profit Oil. Pursuant to the Award, the Group has recognised a benefit of C 4,761 crore (US$ 578 million) in revenue from operations and reversed previously recognised impairment on PPE of C 1,179 crore (US$ 143 million) during the year ended 31 March 2024. GoI has sought an additional award or interpretation/ clarification on certain matters decided by the Tribunal under the Indian Arbitration and Conciliation Act, 1996 ("the Act") (“GoI Application”). The Tribunal vide its order dated 15 November 2023 and 08 December 2023 has dismissed GoI’s interpretation and additional award applications in favour of the Group. The Group has adjusted the liability during the current year of C 1,940 crore (US$ 233 million) against the aforesaid benefits recognised as per the Award. GoI has filed interim relief application on 03 February 2024 stating that the Group has unilaterally enforced the award although the quantification of the same is pending. The Group is of the view that it is bound to implement the award. Further, the application by GoI does not meet the strict criteria for grant of interim injunction. The matter was heard on 26 March 2024 and order of the Tribunal is awaited. GoI also has filed an appeal on 07 March 2024 against the Award in Delhi High Court and the matter was heard on 14 March 2024. No stay was granted and petition was not admitted. Next date of hearing is 01 May 2024. The Group is of the view that there is no merit in the challenge filed by GoI, as the Court cannot re-appreciate the evidence in Section 34 appeal as the interpretation by the Tribunal is plausible. b) Represents certain items of CWIP, which have been written off during the year ended 31 March 2024 as they are no longer expected to be used. c) During the year ended 31 March 2023, WCL had signed a Memorandum of Understanding with the Government of Liberia to re-start its mining operations and commenced commercial production at its Bomi Mines from July 2022. Consequently, the net recoverable value of assets and liabilities of WCL had been assessed at C 891 crore based on the value-in-use approach, using the Discounted Cash Flow Method, a level 3 valuation technique in the fair value hierarchy as it more accurately reflects the recoverable amount. The impairment assessment was based on a range of estimates and assumptions, including long-term selling price as per the consensus report, volumes based on the mine planning and concentrate plant setup and a post-tax nominal discount rate of 14.45%. Any subsequent changes to cash flows due to changes in the above-mentioned factors could impact the carrying value of the assets. Based on the sensitivities carried out by the Company, a decrease in the long-term selling price by 1% would lead to a decrease in the recoverable value by C 50 crore and an increase in the discount rate by 1% would lead to a decrease in the recoverable value by C 74 crore. Accordingly, the impairment recorded in previous years had been reversed, to an extent of C 644 crore pertaining only to the assets of the Bomi Mine. 480 481 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 d) The Company recorded reversal of previously recognised impairment on investments in OCRPS of C 860 crore and C 3,187 crore in THL Zinc Holding BV ("THLZBV") and THL Zinc Ventures Limited ("THLZVL"), wholly owned subsidiaries of the Company during the year ended 31 March 2024 and 31 March 2023, respectively in the statement of profit and loss. Further, the above investment in OCRPS of THLBV and THLZVL was redeemed during the current year, pursuant to which C 1,825 crore being the proportionate share of FCTR in the subsidiaries has been recycled to the consolidated statement of profit and loss. e) During the year, the Group has terminated its contract with one of its capital contractor due to its continuing failure in fulfilling contractual obligations impacting plant performance since inception and written back creditors amounting to C 1,252 crore pertaining to the contract, as amount is no longer payable. The management has assessed that the amount written back comprises C 793 crore toward loss of profit due to plant performance in the current and earlier years and therefore recognised the same as exceptional gain in the statement of profit and loss and adjusted the balance amount towards the cost of spares and ancillaries capitalised in PPE in earlier years. f) GoI vide its notification dated 30 June 2022 levied Special Additional Excise Duty ("SAED") on production of crude oil, i.e., cess on windfall gain triggered by increase in crude oil prices which was effective from 01 July 2022. The consequential net impact of the said duty had on the results was presented as an exceptional item for the year ended 31 March 2023. SAED is continuing as levy like other duty of excise, that forms part of ordinary business of production of crude oil and hence, consequential impact of the said duty has been presented as an ordinary item during the year ended 31 March 2024. 37 Tax (a) Tax charge/(credit) recognised in profit or loss (including on exceptional items) (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023* Current tax: Current tax on profit for the year 5,877 7,739 Expense/(benefit) in respect of current tax for earlier years 29 (115) Benefit in respect of exceptional items (Refer note 36) (33) (1,543) Effect of change in Tax Regime** (1,786) - Total Current Tax (a) 4,087 6,081 Deferred tax: Reversal/ (benefit) of temporary differences 436 (1,503) Benefit in respect of deferred tax for earlier years (36) (77) Reversal in respect of exceptional items (Refer note 36) 425 1,269 Effect of change in Tax Regime** 7,914 - Deferred Tax (b) 8,739 (311) Total income tax expense for the year (a+b) 12,826 5,770 Profit before tax 20,363 20,276 Effective income tax rate (%) 63% 28% Tax expense/ (benefit) (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Tax effect on exceptional items 392 (274) Effect of change in Tax Regime** 6,128 - Tax expense- others 6,306 6,044 Net tax expense 12,826 5,770 (b) A reconciliation of income tax expense applicable to profit before tax at the Indian statutory income tax rate to recognise income tax expense for the year indicated are as follows (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Profit before tax 20,363 20,276 Indian statutory income tax rate 25.17% 34.94% Tax at statutory income tax rate 5,125 7,085 Non-taxable income 84 (94) Tax holidays and similar exemptions 0 (534) Effect of tax rate differences of subsidiaries operating at other tax rates 936 97 Unrecognised tax assets (net) * 445 63 Change in deferred tax balances due to change in tax law 11 (288) Capital gains/ Other income subject to lower tax rate (24) (522) Credit in respect of earlier years (7) (192) Impact of change in tax regime** 6,128 - Other permanent differences 128 155 Total 12,826 5,770 * Includes Deferred Tax Assets written-off in ESL Steel Limited. Refer note 3(c)(A)(ii). **Pursuant to the introduction of Section 115BAA of the Income-tax Act, 1961 ("New Tax Regime"), the Company has an option to pay corporate income tax at a lower rate of 22% plus applicable surcharge and cess as against the currently applicable rate of 30% plus surcharge and cess. Under the New Tax Regime, provisions of Section 115 JB-Minimum Alternate Tax (MAT) are no longer applicable. In the quarter ended 30 September 2023, the Company has elected to adopt New Tax Regime from FY 2022-23 onwards due to expected corporate actions and other considerations and the first tax return under the New Tax Regime was filed for FY 2022-23 on 29 November 2023. Upon adoption of New Tax Regime for FY 2022-23, the current tax charge is lower by C 1,786 crore (mainly on account of section 80M benefit not available under MAT) and deferred tax charge is higher by C 151 crore. Further, the MAT credit balance of C 7,763 crore, for periods up to 31 March 2023, has been expensed. Consequently, the net impact of the above amounting to C 6,128 crore is accounted for as exceptional tax expense in the current year ended 31 March 2024. Accordingly, current year tax expense is not comparable with the reported tax expense for the year ended 31 March 2023. (c) Deferred tax assets/liabilities The Group has accrued significant amounts of deferred tax. The majority of the deferred tax liability represents accelerated tax relief for the depreciation of property, plant and equipment, depreciation of mining reserves and the fair value uplifts created on acquisitions net of deferred tax assets representing unabsorbed depreciation and carried forward losses. Significant components of Deferred tax (assets) and liabilities recognised in the consolidated balance sheet are as follows: For the year ended 31 March 2024 (C in crore) Significant components of Deferred tax (assets) and liabilities Opening balance as at 01 April 2023* Charged / (credited) to statement of profit or loss Charged/ (credited) to other comprehensive income# Charged / (credited) to equity Exchange difference and other adjustments Closing balance as at 31 March 2024 Property, Plant and Equipment 12,415 (311) - - 9 12,113 Voluntary retirement scheme (25) 7 - - - (18) Employee benefits (356) (8) (7) - 1 (370) Fair valuation of derivative asset/liability (75) 26 (15) - - (64) Fair valuation of other asset/liability 760 266 - - (102) 924 MAT credit entitlement (7,960) 7,957 - - 3 - Unabsorbed depreciation and business losses (4,888) 533 - - 3 (4,352) Other temporary differences (1,023) 269 (14) - (2) (770) Total (1,152) 8,739 (36) - (88) 7,463 # Out of total tax benefit on items of OCI in Statement of Profit and Loss, deferred tax benefit is shown in above table. Balance tax benefit is of current tax nature on foreign currency translation difference. 482 483 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 For the year ended 31 March 2023 (C in crore) Significant components of Deferred tax (assets) and liabilities Opening balance as at 01 April 2022 Charged / (credited) to statement of profit or loss Charged/ (credited) to other comprehensive income Charged / (credited) to equity Exchange difference and other adjustments Closing balance as at 31 March 2023* Property, Plant and Equipment 11,506 957 - - (48) 12,415 Voluntary retirement scheme (39) 14 - - - (25) Employee benefits (377) 20 (11) 7 5 (356) Fair valuation of derivative asset/liability (97) 28 (6) - - (75) Fair valuation of other asset/liability 628 126 - - 6 760 MAT credit entitlement (6,746) (1,164) (50) - - (7,960) Unabsorbed depreciation and tax losses (4,490) (398) - - - (4,888) Other temporary differences (1,035) 106 (32) - (62) (1,023) Total (650) (311) (99) 7 (99) (1,152) *Restated, refer note 4(A) Deferred tax assets and liabilities have been offset where they arise in the same taxing jurisdiction with a legal right to offset current income tax assets against current income tax liabilities but not otherwise. Accordingly, the net deferred tax (assets)/liability has been disclosed in the Consolidated Balance Sheet as follows: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023* Deferred tax assets (2,689) (7,074) Deferred tax liabilities 10,152 5,922 Net Deferred tax assets 7,463 (1,152) *Restated, refer note 4(A) Deferred tax assets in the Group have been recognised to the extent there are sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity which are expected to reverse. For certain components of the Group, deferred tax assets on carry forward unused tax losses have been recognised to the extent of deferred tax liabilities on taxable temporary differences available. It is expected that any reversals of the deferred tax liability would be offset against the reversal of the deferred tax asset at respective entities. Unused tax losses / unused tax credit for which no deferred tax asset has been recognised amount to C 9,106 crore and C 7,335 crore as at 31 March 2024 and 31 March 2023 respectively. As at 31 March 2024 (C in crore) Unused tax losses/ unused tax credit Within one year Greater than one year, less than five years Greater than five years No expiry date Total Unutilised business losses 318 3,472 2,810 - 6,600 Unabsorbed depreciation - - - 2,506 2,506 Unutilised R&D credit - - - - - Total 318 3,472 2,810 2,506 9,106 As at 31 March 2023 (C in crore) Unused tax losses/ unused tax credit Within one year Greater than one year, less than five years Greater than five years No expiry date Total Unutilised business losses 689 2,621 2,040 - 5,350 Unabsorbed depreciation - - - 1,985 1,985 Unutilised R&D credit - 0 0 - 0 Total 689 2,621 2,040 1,985 7,335 No deferred tax assets has been recognised on these unused tax losses/ unused tax credit as there is no evidence that sufficient taxable profit will be available in future against which these can be utilised by the respective entities. The Group has not recognised any deferred tax liabilities for taxes that would be payable on the Group’s share in unremitted earnings of certain of its subsidiaries because the Group controls when the liability will be incurred and it is probable that the liability will not be incurred in the foreseeable future. The amount of unremitted earnings are C 24,222 crore and C 24,130 crore as at 31 March 2024 and 31 March 2023 respectively. (d) Non- current tax assets Non- current tax assets of C 3,796 crore (31 March 2023: C 2,077 crore) mainly represents income tax receivable from Indian tax authorities by Vedanta Limited relating to the refund arising due to change in Tax Regime and consequent to the Scheme of Amalgamation & Arrangement made effective in August 2013 pursuant to approval by the jurisdiction High Court and receivables relating to matters in tax disputes in Group companies including tax holiday claim. (e) The tax department had issued demands on account of remeasurement of certain tax incentives, under section 80IA and 80IC of the Income-tax Act, 1961. For AY 2009-10 to 2012-13, 2017-18 & 2018-19, Hon’ble Income Tax Appellate Tribunal (ITAT) has allowed these claims. For AY 2013-14 to 2016-17, the cases are pending before Hon’ble ITAT. Against the Tribunal order, the department had filed an appeal in Hon’ble Rajasthan High Court in FY 2017-18 (for AY 2009-10 to AY 2012-13) and in FY 2023-24 (for AY 2017-18 and AY 2018-19) which are yet to be admitted. As per the view of external legal counsel, Department’s appeal seeks re-examination of facts rather than raising any substantial question of law and hence it is unlikely that appeal will be admitted by the High Court. Accordingly, there is a high probability that the case will go in favor of the Group. The amount involved in this dispute as of 31 March 2024 is C 12,447 Crore (31 March 2023: C 12,447 Crore) plus applicable interest upto the date of settlement of the dispute. 38 Earnings per equity share (EPS) (C in crore, except otherwise stated) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Profit after tax attributable to equity share holders for Basic and Diluted EPS A 4,239 10,574 Computation of weighted average number of shares B 371.79 370.97 Weighted average number of ordinary shares outstanding during the year excluding shares acquired for ESOP for basic earnings per share Effect of dilution : Potential ordinary shares relating to share option awards 2.86 2.41 Adjusted weighted average number of shares of the Company in issue C 374.64 373.39 Basic earnings per equity share (C) A / B 11.42 28.50 Diluted earnings per equity share (C) A / C 11.33 28.32 Nominal Value per Share (in C) 1.00 1.00 39 Distributions made and proposed (C in crore, except otherwise stated) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Amounts recognised as distributions to equity share holders: Interim dividends: C 29.50/- per share (31 March 2023: C 101.50/- per share) 10,959 37,658 Refund of dividend distribution tax - (86) 10,959 37,572 484 485 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 40 Commitments, contingencies and guarantees A) Commitments The Group has a number of continuing operational and financial commitments in the normal course of business including: • Exploratory mining commitments; • Oil and gas commitments; • Mining commitments arising under production sharing agreements; and • Completion of the construction of certain assets. a) Estimated amount of contracts remaining to be executed on capital accounts and not provided for: (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Oil & Gas sector Cairn India 1,079 1,412 Aluminium sector Lanjigarh Refinery (Phase II) 1,557 2,439 Jharsuguda 1.25 MTPA smelter 545 1,266 BALCO smelter expansion 0.57 MTPA to 1 MTPA 5,186 6,700 Zinc sector Zinc India (mines expansion and smelter) 2,010 1,750 Gamsberg mining and milling project (Phase II) 1,635 1,950 Copper sector Tuticorin Smelter 400 KTPA* - 3,066 Others 6,652 5,793 Total 18,664 24,376 * On 29 February 2024, Hon’ble Supreme Court dismissed the Special Leave Petition filed by the Company, pursuant to which the Company has decided to terminate the contracts which were under suspension. Refer Note 3(c)(A)(iii) b) Committed work programme (Other than capital commitment): (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Oil & Gas sector Cairn India (OALP - New Oil and Gas blocks) 5,073 5,184 c) Other Commitments (i) The Power division of the Company has signed a long term power purchase agreement (PPA) with GRIDCO Limited for supply of 25% of power generated from the power station with additional right to purchase power (5%/7%) at variable cost as per the conditions referred to in PPA. The PPA has a tenure of twenty five years, expiring in FY 2037. The Company received favourable order from OERC dated 05 October 2021 for conversion of Independent Power Plant ("IPP") to Captive Power Plant ("CPP") w.e.f from 01 January 2022 subject to certain terms and conditions. However, OERC vide order dated 19 February 2022 directed the Company to supply power to GRIDCO from 19 February 2022 onwards. Thereafter, the Company has resumed supplying power to GRIDCO from 01 April 2022 as per GRIDCO’s requisition. The OERC vide its order dated 03 May 2023 has reviewed its previous order dated 05 October 2021 and directed the Company to operate Unit 2 as an IPP. Against the final order passed by the OERC, the Company has preferred an appeal before Appellate Tribunal for Electricity on 03 May 2023. (ii) TSPL has signed a long term PPA with the Punjab State Power Corporation Limited (PSPCL) for supply of power generated from the power plant. The PPA has tenure of twenty five years, expiring in FY 2042. (iii) During the year ended 31 March 2023, the Group has executed new Power Delivery Agreements ("PDA") with Serentica group companies (Serentica Renewables India 1 Private Limited, Serentica Renewables India 3 Private Limited, Serentica Renewables India 4 Private Limited, Serentica Renewables India 5 Private Limited, Serentica Renewables India 6 Private Limited, Serentica Renewables India 7 Private Limited, Serentica Renewables India 8 Private Limited and Serentica Renewables India 9 Private Limited), which are associates of Volcan, for procuring renewable power over twenty five years from date of commissioning of the combined renewable energy power projects (“the Projects”) on a group captive basis. These Serentica group companies were incorporated for building the Projects of approximately 1,826 MW (31 March 2023: 1,626 MW). During the current year, the Group has invested C 480 crore in Optionally Convertible Redeemable Preference shares (“OCRPS”) of C 10 each of Serentica group companies. These OCRPS will be converted into equity basis conversion terms of the PDA, resulting in Vedanta Group holding twenty six percent stake in its equity. As at 31 March 2024, total outstanding commitments related to PDA with Serentica Group Companies are C 1,227 crore (31 March 2023: C 1,598 crore). B) Guarantees The aggregate amount of indemnities and other guarantees on which the Group does not expect any material losses, was C 9,348 crore (31 March 2023: C 8,470 crore). a) Guarantees and bonds advanced to the customs authorities in India of C 1,717 crore relating to the export and payment of import duties on purchases of raw material and capital goods (31 March 2023: C 1,339 crore). b) Guarantees issued for Group’s share of minimum work programme commitments of C 3,071 crore (31 March 2023: C 2,742 crore). c) Guarantees of C 158 crore issued under bid bond (31 March 2023: C 80 crore). d) Bank guarantees of C 115 crore (31 March 2023: C 115 crore) has been provided by the Group on behalf of Vedanta Incorporated to Income tax department, India as a collateral in respect of certain tax disputes. Other guarantees worth C 4,287 crore (31 March 2023: C 4,194 crore) issued for securing supplies of materials and services, in lieu of advances received from customers, litigation, for provisional valuation of custom duty and also to various agencies, suppliers and government authorities for various purposes. The Group does not anticipate any liability on these guarantees. C) Export Obligations The Indian entities of the Group have export obligations of C 2,689 crore (31 March 2023: C 1,381 crore) on account of concessional rates of import duty paid on capital goods under the Export Promotion Capital Goods Scheme and under the Advance Licence Scheme for the import of raw material laid down by the Government of India. In the event of the Group’s inability to meet its obligations, the Group’s liability would be C 581 crore (31 March 2023: C 322 crore) reduced in proportion to actual exports, plus applicable interest. The Group has given bonds of C 1,030 crore (31 March 2023: C 809 crore) to custom authorities against these export obligations. D) Contingent Liabilities a) Hindustan Zinc Limited (HZL) : Department of Mines and Geology The Department of Mines and Geology of the State of Rajasthan issued several show cause notices to HZL in August, September and October 2006 aggregating C 334 crore (31 March 2023: C 334 crore) claiming unlawful occupation and unauthorised mining of associated minerals other than zinc and lead at HZL’s Rampura Agucha, Rajpura Dariba and Zawar mines in Rajasthan during the period from July 1968 to March 2006. In response, HZL filed a writ petition against these show cause notices before the High Court of Rajasthan in Jodhpur. In October 2006, the High Court issued an order granting a stay and restrained the Department of Mines and Geology from undertaking any coercive measures to recover the penalty. In January 2007, the High Court issued another order granting the Department of Mines and Geology additional time to file their reply and also ordered the Department of Mines and Geology not to issue any orders cancelling the lease. The State Government filed for an early hearing application in the High Court. The High Court has passed an order rejecting the application stating that Central Government should file their replies. HZL believes it is unlikely that the claim will lead to a future obligation and thus no provision has been made in these financial statements. 486 487 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 b) Ravva Joint Operations arbitration proceedings The Ravva Production Sharing Contract (PSC) obliges the contractor parties (including the Company (Cairn India Limited which subsequently merged with the Company, accordingly now referred to as the Company)) to pay a proportionate share of ONGC’s exploration, development, production and contract costs in consideration for ONGC’s payment of costs related to the construction and other activities it conducted in Ravva prior to the effective date of the Ravva PSC (the ONGC Carry). The question as to how the ONGC Carry is to be recovered and calculated, along with other issues, was submitted to an International Arbitration Tribunal in August 2002 which rendered a decision on the ONGC Carry in favour of the contractor parties whereas four other issues were decided in favour of Government of India (GoI) in October 2004 (Partial Award). The GoI then proceeded to challenge the ONGC Carry decision before the Malaysian courts, as Kuala Lumpur was the seat of the arbitration. The Federal Court of Malaysia upheld the Partial Award. As the Partial Award did not quantify the sums, therefore, contractor parties approached the same Arbitration Tribunal to pass a Final Award in the subject matter since it had retained the jurisdiction to do so. The Arbitral Tribunal was reconstituted and the Final Award was passed in October 2016 in Group’s favour. GoI’s challenge of the Final Award has been dismissed by the Malaysian High Court and the next appellate court in Malaysia i.e. Malaysian Court of Appeal. GoI then filed an appeal at Federal Court of Malaysia. The matter was heard on 28 February 2019 and the Federal Court dismissed GoI’s leave to appeal. The Group has also filed for the enforcement of the Partial Award and Final Award before the Hon'ble Delhi High Court. The matter is currently being heard. While the Group does not believe the GoI will be successful in its challenge, if the Arbitral Awards in above matters are reversed and such reversals are binding, Group would be liable for approximately C 533 crore (US$ 64 million) plus interest (31 March 2023: C 526 crore (US$ 64 million) plus interest). c) Proceedings related to the imposition of entry tax Vedanta Limited and other Group company, i.e., BALCO challenged the constitutional validity of the local statutes and related notifications in the states of Odisha and Rajasthan pertaining to the levy of entry tax on the entry of goods brought into the respective states from outside. Post some contradictory orders of High Courts across India adjudicating on similar challenges, the Supreme Court referred the matters to a nine judge bench. Post a detailed hearing, although the bench rejected the compensatory nature of tax as a ground of challenge, it maintained status quo with respect to all other issues which have been left open for adjudication by regular benches hearing the matters. Following the order of the nine judge bench, the regular bench of the Supreme Court heard the matters and remanded the entry tax matters relating to the issue of discrimination against domestic goods bought from other States to the respective High Courts for final determination but retained the issue of jurisdiction for levy on imported goods, for determination by the regular bench of the Supreme Court. Following the order of the Supreme Court, the Group filed writ petitions in respective High Courts. On 09 October 2017, the Supreme Court has held that states have the jurisdiction to levy entry tax on imported goods. With this Supreme Court judgement, imported goods will rank pari-passu with domestic goods for the purpose of levy of Entry tax. Vedanta Limited and its subsidiaries have amended their appeals (writ petitions) in Odisha and Chhattisgarh to include imported goods as well. The issue pertaining to the levy of entry tax on the movement of goods into a Special Economic Zone (SEZ) remains pending before the Odisha High Court. The Group has challenged the levy of entry tax on any movement of goods into SEZ based on the definition of ‘local area’ under the Odisha Entry Tax Act which is very clear and does not include a SEZ. In addition, the Government of Odisha further through its SEZ Policy 2015 and the operational guidelines for administration of this policy dated 22 August 2016, exempted the entry tax levy on SEZ operations. The total claims against Vedanta Limited and its subsidiaries (net of provisions made) are C 800 crore (31 March 2023: C 823 crore) including interest and penalty till the date of order. Further interest and penalty if any, would be additional. d) BALCO: Challenge against imposition of Energy Development Cess BALCO challenged the imposition of Energy Development Cess levied on generators and distributors of electrical energy @ 10 paise per unit on the electrical energy sold or supplied before the High Court on the grounds that the Cess is effectively on production and not on consumption or sale since the figures of consumption are not taken into account and the Cess is discriminatory since captive power plants are required to pay @ 10 paise while the State Electricity Board is required to pay @ 5 paise. The High Court of Chhattisgarh by order dated 15 December 2006 declared the provisions imposing ED Cess on CPPs as discriminatory and therefore ultra vires the Constitution. BALCO has sought refund of ED Cess paid till March 2006 amounting to C 35 crore. The State of Chhattisgarh moved an SLP in the Supreme Court and whilst issuing notice has stayed the refund of the Cess already deposited and the Supreme Court has also directed the State of Chhattisgarh to raise the bills but no coercive action be taken for recovery for the same. Final argument in this matter has started before the Supreme Court. Considering the High court judgement in Group's favor, we do not believe the state will succeed in their claims. However, should the Supreme Court reverse the judgement, the Group will be liable to pay an additional amount of C 1,179 crore (31 March 2023: C 1,091 crore). As at 31 March 2024, an amount of C 1,214 crore relating to principal has been considered as a contingent liability (31 March 2023: C 1,126 crore). e) BALCO: Electricity Duty The Group operates a 1,200 MW power plant (“the Plant”) which commenced production in July 2015. Based on the Memorandum of Understanding signed between the Group and the Chhattisgarh State Government, the management believes that the Plant is covered under the Chhattisgarh Industrial policy 2004-09 which provides exemption of electricity duty for 15 years. In June 2021, the Chief Electrical Inspectorate, Raipur (“CIE”) issued a demand notice for electricity duty and interest thereon of C 888 crore and C 588 crore respectively for the period March 2015 to March 2021. The Group carries an accrual for electricity duty of C 460 crore (31 March 2023: C 639 crore), net of C 942 crore (31 March 2023: C 570 crore) paid under protest. BALCO has requested the CIE to allow payment of the principal amount over a period of 5 years along with a waiver of interest demand. BALCO has received a reply from CIE that the matter will be discussed with appropriate authorities. As at 31 March 2024, no confirmation has been received on this matter and therefore an amount of C 1,051 crore (31 March 2023: C 916 crore) relating to interest is considered as a contingent liability. f) ESL : MDPA Mine Development and Production Agreement (MDPA) entered into by ESL with respect to the Nadidihi Iron Ore Block (74.50 Ha) and the Nadidihi Iron & Manganese Ore Block (117.206 Ha) in Orissa obligates certain minimum despatch requirement for each year from the commencement of mining, as prescribed under Sub Rule-1 of Rule 12(A) of the Minerals (other than Atomic and Hydrocarbon Energy Minerals) Concession Rules, 2016 (MCR 2016). ESL has received demand notices dated 03 December 2022 aggregating C 1,708 Crore towards penalty for annual shortfall in minimum dispatch required under Sub Rule-1 of Rule 12(A) of MCR 2016, for the first year of the lease for both the mines. Management believes that the aforesaid demands are unreasonable and arbitrary to the law on various grounds including the fact that the State Government has erroneously considered the wrong period to calculate the MDPA requirement as per Sub Rule 1 of Rule 12 (A) of MCR 2016. Further, ESL was unable to carry out mining operation for significant part of the first year owing to reasons beyond its control (Force Majeure) and for the said the period, is entitled to be afforded an additional period in terms of Section 12(1)(ff) of the Mineral (Other than Atomic and Hydrocarbons Energy Minerals) Concession Rules, to meet the said minimum dispatch requirement. Based on aforesaid grounds that are supported by a legal opinion obtained in this regard, inter-alia, the Group has filed the Revision Application under Section 30 of the Mines and Minerals (Development and Regulation) Act, 1957 (MMDR Act) to keep the above demand notice in abeyance during the pendency of the proceedings before the Revisional Authority, Ministry of Mines and the same has been informed to Office of the Deputy Director of mines through intimation letter. The Revisional Authority vide its order dated 14 March 2023 has put stay on the impugned demand notices and directed the State Government not to take any coercive action to realise the demand till further orders. Also, ESL has received the demand notices dated 11 April 2023 aggregating C 50 crore for the first quarter of the second- year lease period from 20 November 2022 till 19 November 2023 for both the mines, to which ESL has replied stating that these demand notices shall be kept in abeyance till the pendency of the proceedings before the Revisionary Authority, 488 489 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 Ministry of Mines as the similar contentions were taken by the Management in the revision application filed against the earlier demand notices for shortfall in the first year of lease period. Management believes that the aforesaid demands are unreasonable and arbitrary to the law on various grounds including the fact that the State Government has erroneously considered the wrong period to calculate the MDPA requirement as per Sub Rule 1 of Rule 12 (A) of MCR 2016. Basis MDPA and legal opinion received, any obligation in this regard can be termed as a remote. As a matter of prudence, aforesaid demand notices of C 1,758 crore (31 March 2023: C 1,758 crore) have been disclosed as contingent liability in the financial statements. g) Miscellaneous disputes- Income tax The Group is involved in various tax disputes amounting to C 1,354 crore (31 March 2023: C 1,455 crore) relating to income tax. It also includes similar matters where initial assessment is pending for subsequent periods and where the Group has made claims and assessments are in progress. These mainly relate to the disallowances of tax holidays and depreciation under the Income-tax Act, 1961 and interest thereon which are pending at various appellate levels. Penalties, if any, may be additional. Based on detailed evaluations and supported by external legal advice, where necessary, the Group believes that it has strong merits and no material adverse impact is expected. h) Miscellaneous disputes- Others The Group is subject to various claims and exposures which arise in the ordinary course of its operations, from indirect tax authorities and others, pertaining to the assessable values of sales and purchases or incomplete documentation supporting the Company’s returns or other claims. The approximate value of claims (excluding the items as set out separately above) against the Group companies total C 4,683 crore (31 March 2023: C 4,907 crore). Based on evaluations of the matters and legal advice obtained, the Group believes that it has strong merits in its favor. Accordingly, no provision is considered at this stage. Except as described above, there are no pending litigations which the Group believes could reasonably be expected to have a material adverse effect on the results of operations, cash flows or the financial position of the Group. 41 Other Matters a) The Group purchases bauxite under long term linkage arrangement ("LTL") with Orissa Mining Corporation Ltd (hereafter referred as “OMC”) at provisional price of C 1,000/MT from October 2020 onwards based on interim order dated 08 October 2020 of the High Court of Odisha, which is subject to final outcome of the writ petition filed by the Group. The last successful e-auction based price discovery was done by OMC in April 2019 at C 673/MT and supplied bauxite at this rate from September 2019 to September 2020 against an undertaking furnished by the Group to compensate any differential price discovered through future successful national e-auctions. Though OMC conducted the next e-auction on 31 August 2020 with floor price of C 1,707/MT determined on the basis of Rule 45 of Minerals Concession Rules, 2016 (hereafter referred as the ‘Rules’), no bidder participated at that floor price and hence the auction was not successful. However, OMC raised demand of C 281 crore on the Group towards differential pricing and interest for bauxite supplied till September 2020 considering the auction base price of C 1,707/MT. The Group had then filed a writ petition before Hon'ble High Court of Odisha in September 2020, which issued an interim Order dated 08 October 2020 directing that the petitioner shall be permitted to lift the quantity of bauxite mutually agreed on payment of C 1,000/MT and furnishing an undertaking for the differential amount, subject to final outcome of the writ petition. OMC re-conducted e-auction on 09 March 2021 with floor price of C 2,011/MT, which again was not successful. On 18 March 2021, Cuttack High Court issued an order that the current arrangement of bauxite price @ C 1,000/MT will continue for the FY 2021-22. Further, on 06 April 2022, the Cuttack High Court directed that the current arrangement will continue for the FY 2022-23 also. An interim application was filed on 11 May 2023 in Odisha High Court seeking directions for OMC to continue the supplies for FY 2023-24 and extend the LTL agreement. Hon'ble High Court vide order dated 15 May 2023, passed an order that unless the fresh agreement is not executed interim arrangement cannot be granted. Accordingly, as per the direction of High Court, LTL was executed with OMC on 16 of May for supply of 2.4 MnT bauxite annually at C 1,000 MT. On 26 September 2023, OMC conducted the 10 National E-auction tender for sale of 300 KT bauxite at floor price of C 2,429/ MT after considering the pricing as per Rule 45. The said auction failed since no participation was observed in the bidding. Supported by legal opinions, management believes that the provisions of Rule 45 of the Rules are not applicable to commercial sale of bauxite ore and hence, it is not probable that the Group will have any financial obligation towards the aforesaid commitments over and above the price of C 673/MT discovered vide last successful e-auction. However, as an abundant precaution, the Group has recognised purchase of Bauxite from September 2019 onwards at the aforesaid rate of C 1,000/MT. b) The Department of Mines and Geology (DMG) of the State of Rajasthan initiated the royalty assessment process from January 2008 to 2019 and issued a show cause notice vide an office order dated 31 January 2020 amounting to C 1,925 crore. Further, an additional demand was issued vide an office order dated 14 December 2020 for C 311 crore. The Group has challenged the show cause notice and computation mechanism of the royalty itself, and the High Court has granted a stay on the notice and directed DMG not to take any coercive action. State Government has also been directed to not take any coercive action to recover such miscomputed dues. Further, Revisionary Authority (RA), has granted a stay on the recovery under the March 2022 notice of C 1,423 crore and the recovery of C 311 crore vide its order dated 15 June 2022 and 07 September 2022 respectively. Based on the opinion of external counsel, the Group believes that it has strong grounds of a successful appeal, and the chances of an outcome which is not in favor of the Group is remote. c) The Scheme of Amalgamation and Arrangement amongst Sterlite Energy Limited ('SEL'), Sterlite Industries (India) Limited ('Sterlite'), Vedanta Aluminium Limited ('VAL'), Ekaterina Limited ('Ekaterina'), Madras Aluminium Group Limited ('Malco') and the Group (the “Scheme”) had been sanctioned by the High Court of Madras and the High Court of Judicature of Bombay at Goa and was given effect to in the year ended 31 March 2014. Subsequently, the above orders of the honourable High Court of Bombay and Madras have been challenged by Commissioner of Income Tax, Goa and Ministry of Corporate Affairs through a SLP before the honourable Supreme Court and also by a creditor and a shareholder of the Group. The said petitions are currently pending for hearing. d) Flue-gas desulfurisation (FGD) implementation: The Ministry of Environment, Forest and Climate Change ("MoEF&CC") has revised emission norms for coal based power plants in India. Accordingly, both captive and independent coal-based power plants in India are required to comply with these revised norms for reduction of sulphur oxide (SOx) emissions for which the current plant infrastructure is to be modified or new equipment have to be installed. Timelines for compliance to the revised norm for various plants in the Group range from December 2024 to December 2026. Different power plants are at different stages of the implementation process. TSPL filed a petition before Punjab State Electricity Regulatory Commission (PSERC) for approval of MoEF&CC notification as change in law in terms of Article 13 of PPA on 30 June 2017. PSERC vide its order dated 21 December 2018 has held that MoEF&CC notification is not a change in law as it does not impose any new requirements. TSPL had filed an appeal before Appellate Tribunal for Electricity (APTEL) challenging the said order of PSERC. APTEL has pronounced the order dated 28 August 2020 in favour of TSPL allowing the cost pass through. PSPCL has filed an appeal against this order in the Supreme Court. The matter was listed on 03 February 2022 wherein respondents including TSPL have been directed to file counter affidavits in the matter. On 09 November 2022, TSPL filed its Counter Affidavit. The matter is listed for hearing. 490 491 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 e) i) Pursuant to the Government of India’s policy of disinvestment, the Group in April 2002 acquired 26% equity interest in Hindustan Zinc Limited (HZL) from the Government of India. Under the terms of the Shareholder’s Agreement (‘SHA’), the Group had two call options to purchase all the Government of India’s shares in HZL at fair market value. The Group exercised the first call option on 29 August 2003 and acquired an additional 18.9% of HZL’s issued share capital. The Group also acquired an additional 20% of the equity capital in HZL through an open offer, increasing its shareholding to 64.9%. The second call option provides the Group the right to acquire the Government of India’s remaining 29.5% share in HZL. This call option was subject to the right of the Government of India to sell 3.5% of HZL shares to HZL employees. The Group exercised the second call option on 21 July 2009. The Government of India disputed the validity of the call option and refused to act upon the second call option. Consequently, the Group invoked arbitration which is in the early stages. The next date of hearing is to be notified. The Government of India without prejudice to the position on the Put/Call option issue has received approval from the Cabinet for divestment and the Government is looking to divest through the auction route. In January 2016, the Supreme Court had directed status quo pertaining to disinvestment of Government of India’s residual shareholding in a public interest petition filed. On 13 August 2020, the Supreme Court passed an order partially removing the status quo order in place and has allowed the arbitration proceedings to continue via its order passed on 18 November 2021, the Supreme Court of India allowed the GoI's proposal to divest its entire stake in HZL in the open market in accordance with the rules and regulations of SEBI and also directed the Central Bureau of India to register a regular case in relation to the process followed for the disinvestment of HZL in the year 2002 by the GoI. In line with the said order, the Group has withdrawn its arbitration proceedings. ii) Pursuant to the GoI's policy of divestment, the Group in March 2001 acquired 51% equity interest in BALCO from the GoI. Under the terms of the SHA, the Group had a call option to purchase the GoI remaining ownership interest in BALCO at any point from 02 March 2004. The Group exercised this option on 19 March 2004. However, the GoI contested the valuation and validity of the option and contended that the clauses of the SHA violate the erstwhile Companies Act, 1956 by restricting the rights of the GoI to transfer its shares and that as a result such provisions of the SHA were null and void. In the arbitration filed by the Group, the arbitral tribunal by a majority award rejected the claims of the Group on the ground that the clauses relating to the call option, the right of first refusal, the “tag along” rights and the restriction on the transfer of shares violate the erstwhile Companies Act, 1956 and are not enforceable. The Group has challenged the validity of the majority award before the High Court at Delhi and sought for setting aside the arbitration award to the extent that it holds these clauses ineffective and inoperative. The GoI also filed an application before the High Court to partially set aside the arbitral award in respect of certain matters involving valuation. The matter is currently scheduled for hearing at the Delhi High Court. Meanwhile, the GoI without prejudice to its position on the Put/Call option issue has received approval from the Cabinet for divestment and the Government is looking to divest through the auction route. On 09 January 2012, the Group offered to acquire the GoI's interests in HZL and BALCO for C 15,492 crore and C 1,782 crore respectively. This offer was separate from the contested exercise of the call options, and the Group proposed to withdraw the ongoing litigations in relation to the contested exercise of the options should the offer be accepted. To date, the offer has not been accepted by the GoI and therefore, there is no certainty that the acquisition will proceed. In view of the lack of resolution on the options, the non-response to the exercise and valuation request from the GoI, the resultant uncertainty surrounding the potential transaction and the valuation of the consideration payable, the Group considers the strike price of the options to be at the fair value, which is effectively nil, and hence the call options have not been recognised in the financial statements. 42 Related party Disclosures List of related parties and relationships A) Entities controlling the Company (Holding Companies) Vedanta Incorporated (formerly known as Volcan Investments Limited) * Volcan Investments Cyprus Limited Intermediate Holding Companies Vedanta Resources Limited (VRL) Finsider International Company Limited# Richter Holdings Limited# Twin Star Holdings Limited# Vedanta Resources Cyprus Limited# Vedanta Resources Finance Limited# Vedanta Resources Holdings Limited# Welter Trading Limited# Westglobe Limited# Vedanta Holdings Mauritius II Limited# Vedanta Holdings Mauritius Limited# Vedanta Holdings Jersey Limited# Vedanta Netherlands Investments BV# Vedanta UK Investments Limited# B) Fellow subsidiaries (with whom transactions have taken place) Sterlite Iron and Steel Company Limited Sterlite Power Transmission limited Sterlite Technologies Limited Sterlite Power Grid Ventures Limited Sterlite Convergence Limited STL Digital Limited Sterlite Grid 16 Limited Twin Star Technologies Limited Vedanta Resources Investments Limited C) Associate of ultimate controlling party (with whom transactions have taken place) Serentica Renewables India 1 Private Limited** Serentica Renewables India 3 Private Limited** Serentica Renewables India 4 Private Limited** Serentica Renewables India 6 Private Limited** Serentica Renewables India 7 Private Limited** Serentica Renewables India 8 Private Limited** Serentica Renewables India 5 Private Limited** Serentica Renewables India 9 Private Limited** D) Post retirement benefit plans BALCO Employees Provident Fund Trust HZL Employee Group Gratuity Trust HZL Superannuation Trust Hindustan Zinc Ltd Employees Contributory Provident Fund Trust Sesa Group Employees Gratuity Fund and Sesa Group Executives Gratuity Fund Sesa Group Employees Provident Fund Sesa Group Executives Superannuation Scheme Fund Sesa Mining Corporation Limited Employees Gratuity Fund Sesa Mining Corporation Limited Employees Provident Fund Trust Sesa Resources Limited Employees Gratuity Fund Sesa Resources Limited and Sesa Mining Corporation Limited Employees Superannuation Fund Sesa Resources Limited Employees Provident Fund Trust FACOR Superannuation Trust FACOR Employees Gratuity Scheme E) Associates and Joint Ventures (with whom transactions have taken place) RoshSkor Township (Pty) Limited Gaurav Overseas Private Limited Goa Maritime Private Limited Madanpur South Coal Company Limited Gergarub Exploration and Mining (Pty) Limited 492 493 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 F) Others (with whom transactions have taken place) Enterprises over which key management personnel/their relatives have control or significant influence Anil Agarwal Foundation Trust Cairn Foundation Caitlyn India Private Limited Fujairah Metals LLC Janhit Electoral Trust Minova Runaya Private Limited Radha Madhav Investments Private Limited Runaya Refining LLP Runaya Green Tech Limited Runaya Private Limited Sesa Community Development Foundation Vedanta Foundation Vedanta Limited ESOS Trust Vedanta Medical Research Foundation Voorspoed Trust * The name of ultimate holding Company "Volcan Investments Limited" has been changed to 'Vedanta Incorporated' effective 13 October 2023. # These entities are subsidiary companies of VRL and VRL through its certain subsidiaries holds 61.95% in the Company. ** During the year ended 31 March 2023, due to change in shareholding of the intermediate holding company of Serentica group companies, the relationship of Vedanta group with these companies was changed from fellow subsidiaries to associates of Vedanta Inc. Ultimate Controlling party Vedanta Limited is a majority-owned and controlled subsidiary of Vedanta Resources Limited (‘VRL’). Vedanta Incorporated ("Vedanta Inc") and its wholly owned subsidiary together hold 100 % of the share capital and 100 % of the voting rights of VRL. Vedanta Inc is 100 % beneficially owned and controlled by the Anil Agarwal Discretionary Trust (‘Trust’). Vedanta Inc, Volcan Investments Cyprus Limited and other intermediate holding companies except VRL do not produce Group financial statements. G) A summary of significant related party transactions for the year ended 31 March 2024 are noted below. Transactions and balances with own subsidiaries are eliminated on consolidation. (C in crore) Particulars Entities controlling the Company/ Fellow subsidiaries Associates/ Joint ventures Others Total Income: (i) Revenue from operations 1,710 - 104 1,814 (ii) Other income a) Interest and guarantee commission 562 - 2 564 b) Outsourcing service fees 5 - - 5 c) Dividend income 1 - - 1 d) Miscellaneous income - - 1 1 Expenditure and other transactions: (i) Purchase of goods/ services M 124 3 391 518 (ii) Management and brand fees (net*) J 2,865 - - 2,865 (iii) Reimbursement for other expenses (net of recovery) 2 - (4) (2) (iv) Corporate social responsibility expenditure/ Donation - - 147 147 (v) Contribution to post retirement employee benefit trust/fund - - 100 100 (vi) Remuneration to relatives of key management personnel - - 28 28 (vii) Purchase/(sale) of fixed assets 0 - (43) (43) (viii) Commission/sitting fees - To Non executive directors - - 6 6 - To key management personnel - - 0 0 - To relatives of key management personnel - - 1 1 (C in crore) Particulars Entities controlling the Company/ Fellow subsidiaries Associates/ Joint ventures Others Total (ix) Dividend paid - To holding companies 7,289 - - 7,289 - To key management personnel and their relatives - - 1 1 - To Non executive directors and their relatives - - 0 0 (x) Interest and guarantee commission expense N 144 - - 144 Other Transactions during the year: (i) Loans given during the year 0 - - 0 (ii) Loans repiad during the year L (267) - - (267) (iii) Investment purchased during the year (refer note 40) - - 480 480 (iv) Loan taken during the year 7 - - 7 Balances as at period end: (i) Trade receivables 14 10 30 54 (ii) Loan given L,K 3,361 5 - 3,366 (iii) Loan taken 7 - - 7 (iv) Other receivables and advances (including brand fee prepaid#) J,N 262 9 59 330 (iv) Trade payables 16 - 45 61 (v) Other payables 102 - 57 159 (vi) Bank guarantee given I 115 - - 115 (vii) Sitting fee, remuneration, commission and consultancy fees payable to KMP and their relatives - - 1 1 Remuneration of key management personnel (C in crore) Particulars For the year ended 31 March 2024 Short-term employee benefits 43 Post employment benefits ** 1 Share based payments 2 46 * Net of discount earned on brand fees of C 146 crore during the current year ended 31 March 2024. # Net of refund received of C 1,030 crore against prepaid brand fee during the current year ended 31 March 2024. ** Does not include the provision made for gratuity and leave benefits, as they are determined on an actuarial basis for all the employees together. 494 495 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 H) A summary of significant related party transactions for the year ended 31 March 2023 are noted below. Transactions and balances with own subsidiaries are eliminated on consolidation. (C in crore) Particulars Entities controlling the Company/ Fellow subsidiaries Associates/ Joint ventures Others Total Income: (i) Revenue from operations 1,831 - 56 1,887 (ii) Other income a) Interest and guarantee commission 420 - - 420 b) Outsourcing service fees 5 - - 5 c) Dividend income 0 - - 0 d) Miscellaneous income - - 1 1 Expenditure and other transactions: (i) Purchase of goods/ services M 13 4 283 300 (ii) Management and brand fees J 2,082 - - 2,082 (iii) Reimbursement for other expenses (net of recovery) (2) - (1) (3) (iv) Corporate social responsibility expenditure/ Donation - - 77 77 (v) Contribution to post retirement employee benefit trust/fund - - 78 78 (vi) Remuneration to relatives of key management personnel - - 20 20 (vii) Purchase of fixed assets (19) - - (19) (viii) Commission/sitting fees - To Non executive directors - - 5 5 - To key management personnel - - 0 0 - To relatives of key management personnel - - 1 1 (ix) Dividend paid - To holding companies 26,171 - - 26,171 - To key management personnel - - 2 2 - To relatives of key management personnel - - 0 0 (x) Interest and guarantee commission expense N 177 - - 177 Other Transactions during the year: (i) Loans given/ (repayment thereof) L (2,408) 5 - (2,403) (ii) Financial guarantees relinquished during the year - - (0) (0) (iii) Investment purchased/ (redeemed) during the year - 1 249 250 Balances as at period end: (i) Trade receivables 11 - - 11 (ii) Loan given L,K 3,749 9 - 3,758 (iii) Other receivables and advances (including brand fee prepaid) J,N 1,664 9 33 1,706 (iv) Trade payables 29 0 31 60 (v) Other payables (including brand fee payable) J 270 - 44 314 (vi) Bank guarantee given I 115 - - 115 (vi) Sitting fee, remuneration, commission and consultancy fees payable to KMP and their relatives - - 7 7 (vii) Dividend payable - To Holding companies 4,887 - 0 4,887 - To key management personnel and their relatives - - 1 1 - To Non executive directors and their relatives - - 0 0 Remuneration of key management personnel (C in crore) Particulars For the year ended 31 March 2023 Short-term employee benefits 36 Post employment benefits * 1 Share based payments 4 41 *Does not include the provision made for gratuity and leave benefits, as they are determined on an actuarial basis for all the employees together. I) Bank guarantee given by Vedanta Limited on behalf of Vedanta Inc in favour of Income Tax department, India as collateral in respect of certain tax disputes of Vedanta Inc. J) The Group has a Brand license and strategic service fee agreement (“the Agreement”) with Vedanta Resources Ltd ("VRL") for the use of brand ‘Vedanta’ and providing strategic services which envisaged payment to VRL ranging from 0.75%-3% of turnover of the Company and certain subsidiaries. The Group has recorded an expense of C 2,326 crore (net of discount) (31 March 2023: C 1,718 crore) for the year ended 31 March 2024. The Group generally pays such fee in advance, at the beginning of the year based on estimated annual turnover. Furthermore, during the year ended 31 March 2023, the Company executed a sub-licensing agreement for its existing Agreement with VRL consequent to which it has sub-licensed the brand and strategic services to its subsidiary Hindustan Zinc Limited (”HZL”) with effect from 01 October 2022. Based on independent benchmarking analysis, the Group agreed a net sub-licensing fee of 1.70% of HZL’s annual consolidated turnover with VRL, resulting in an expense of C477 crore (31 March 2023: C 270 crore) for the year ended 31 March 2024. During the current year ended 31 March 2024, VRL has assigned the Agreement to its wholly owned subsidiary Vedanta Resources Investments Limited (“VRIL”), whereby the Group will fulfil its future obligations under the Agreement via VRIL. K) During the current year ended 31 March 2024, the Group has renewed loan provided to Sterlite Iron and Steel Company Limited for a further period of 12 months. The loan balance as at 31 March 2024 is C 5 crore (31 March 2023: C 5 crore). The loan is unsecured in nature and carries an interest rate of 12.80% per annum. In 2016, a subsidiary of the Company had executed an agreement with Twin Star Holding Limited, the intermediate parent of the Group, to provide an unsecured loan at an interest rate of 2.1% per annum. The loan balance of the loan as at 31 March 2024 is C 83 crore (US $10 million) (31 March 2023: C 82 crore (US $10 million)). These loans including accrued interest thereon have been fully provided for in the books of accounts. L) During the year ended 31 March 2021, as part of its cash management activities, the overseas subsidiaries of the Company extended certain loans and guarantee facilities to Vedanta Resources Limited (“VRL”) and its subsidiaries (collectively “the VRL group”). During the current year ended 31 March 2024, based on the request from the Borrower, the loan has been extended to 31 December 2024 at the prevailing arms-length interest rate with interest payable half-yearly. As the change in the net present value of the loan is within the 10% threshold prescribed by Ind AS 109 Financial Instruments and the other terms of the loan largely remain unchanged, the modification has been considered to be not substantial in nature. Consequently, the net impact due to the modification and expected credit loss, aggregating to approx. C 38 crore (approx. US$ 5 million) has been recognised as finance cost in the consolidated statement of profit and loss. Further, the borrower has prepaid the loan principal amounting to ` 267 Crore in the current year. As of 31 March 2024, loans having contractual value of C 3,473 crore (US$ 417 million) (31 March 2023: 3,689 crore (US$ 449 million)) were outstanding from the VRL group at an interest rate of 17%. 496 497 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 M) During the year ended 31 March 2023, the Group executed an agency contract with VRL. Pursuant to which, the Group procured calcined alumina amounting to C 1,054 crore (31 March 2023: C 735 crore) on which an agency commission of C 5 crore (31 March 2023: C 4 crore) is paid to VRL. N) Vedanta Resources Limited (“VRL”), as a parent company, has provided financial and performance guarantee to the Government of India for erstwhile Cairn India group’s (“Cairn”) obligations under the Production Sharing Contract (‘PSC’) provided for onshore block RJ-ON-90/1, for making available financial resources equivalent to Cairn’s share for its obligations under the PSC, personnel and technical services in accordance with industry practices and any other resources in case Cairn is unable to fulfil its obligations under the PSC. Similarly, VRL has also provided financial and performance guarantee to the Government of India for the Group’s obligations under the Revenue Sharing Contract (‘RSC’) in respect of 51 Blocks awarded under the Open Acreage Licensing Policy (“OALP”) by the Government of India, out of which 5 blocks were relinquished during the previous year As a consideration for the guarantee with respect to the PSC, the Group pays an annual charge of 1.2% of net exploration and development spend, subject to a minimum annual fee of C 41 crore (US$ 5 million), in ratio of participating interests held equally by the Company and its step-down subsidiary, Cairn Energy Hydrocarbons Ltd (“CEHL”). As regards the RSC, the Group paid a one-time charge of C 183 crore (US$ 25 million), i.e., 2.5% of the total estimated cost of initial exploration phase of approximately C 7,330 crore (US$ 1 billion), in the year ended 31 March 2021, and pays an annual charge of 1% of spend, subject to a minimum fee of C 80 crore (US$ 10 million) and maximum fee of C 160 crore (US$ 20 million) per annum. Accordingly, the Group has recorded a guarantee commission expense of C 144 crore ($ 17 million) (31 March 2023: ` 177 Crore ($ 23 million)) for the year ended 31 March 2024 and ` 57 Crore ($ 7 million) (31 March 2023: ` 75 Crore ($ 9 million)) is outstanding as a pre-payment as at 31 March 2024. O) 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 Group 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 lend or invest in party identified by or on behalf of the Group (Ultimate Beneficiaries). The Group has not received any fund from any party(s) (Funding Party) with the understanding that the Group shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Group (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Further, the additional regulatory information required by clause xiv of part Y of Schedule III to the Act, for a subsidiary, is as follows: Sesa Resources Limited ("SRL"), a wholly owned subsidiary of the Group, has borrowed ` 1,600 Crore in March 2024 from a third party lender and has lent the funds to Vedanta Limited (ultimate beneficiary), who has fully used these funds for its operations in the ordinary course of business. SRL has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and the Act for the above transaction and the transaction is not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003). 43 Interest in other entities a) Subsidiaries The Group consists of a parent company, Vedanta Limited, incorporated in India and a number of subsidiaries held directly and indirectly by the Group which operate and are incorporated around the world. Following are the details of shareholdings in the subsidiaries. S. No Subsidiaries Principal activities Country of Incorporation Immediate holding company The Company's / Immediate holding company's percentage holding (in %) As at 31 March 2024 As at 31 March 2023 1 Copper Mines of Tasmania Pty Limited ("CMY") (a) Copper Mining Australia Monte Cello BV - 100.00 2 Thalanga Copper Mines Pty Limited ("TCM") Copper Mining Australia Monte Cello BV 100.00 100.00 3 Bharat Aluminium Company Limited ("BALCO") Aluminium mining and smelting India Vedanta Limited 51.00 51.00 S. No Subsidiaries Principal activities Country of Incorporation Immediate holding company The Company's / Immediate holding company's percentage holding (in %) As at 31 March 2024 As at 31 March 2023 4 Desai Cement Company Private Limited Cement India Sesa Mining Corporation Limited 100.00 100.00 5 ESL Steel Limited Manufacturing of Steel & DI Pipe India Vedanta Limited 95.49 95.49 6 Ferro Alloy Corporation Limited ("FACOR") Manufacturing of Ferro Alloys and Mining and generation of power India Vedanta Limited 99.99 99.99 7 Goa Sea Port Private Limited(b) Infrastructure India Sterlite Ports Limited - 100.00 8 Hindustan Zinc Alloys Private Limited Manufacturing of metals and its alloys India Hindustan Zinc Limited 100.00 100.00 9 Hindustan Zinc Fertilisers Private Limited Manufacturing of phosphatic fertilisers India Hindustan Zinc Limited 100.00 100.00 10 Hindmetal Exploration Services Private Limited (c) Exploration of metals India Hindustan Zinc Limited 100.00 - 11 Hindustan Zinc Limited ("HZL") Exploring, extracting, processing of minerals and manufacturing of metals India Vedanta Limited 64.92 64.92 12 MALCO Energy Limited ("MEL") Power Generation India Vedanta Limited 100.00 100.00 13 Maritime Ventures Private Limited (b) Infrastructure India Sterlite Ports Limited - 100.00 14 Meenakshi Energy Limited(d) Power Generation India Vedanta Limited 100.00 - 15 Paradip Multi Cargo Berth Private Limited (b) Infrastructure India Sesa Resources Limited - 100.00 16 Sesa Iron and Steel Limited (e) Manufacturing of Steel India Vedanta Limited 100.00 - 17 Sesa Mining Corporation Limited (b) Iron ore mining India Sesa Resources Limited 100.00 100.00 18 Sesa Resources Limited ("SRL") Iron ore mining India Vedanta Limited 100.00 100.00 19 Sterlite Ports Limited (b) Infrastructure India Sesa Resources Limited - 100.00 20 Talwandi Sabo Power Limited ("TSPL") Power Generation India Vedanta Limited 100.00 100.00 21 Vedanta Aluminium Metal Limited (f) Aluminium Business India Vedanta Limited 100.00 - 22 Vedanta Base Metals Limited(g) Metal business India Vedanta Limited 100.00 - 23 Vedanta Displays Limited (h) LCD Panel India Vedanta Limited 100.00 - 24 Vedanta Iron and Steel Limited (i) Iron and Steel Business India Vedanta Limited 100.00 - 25 Vedanta Semiconductors Private Limited (h) Electronics India Vedanta Limited 100.00 - 26 Zinc India Foundation CSR Activities India Hindustan Zinc Limited 100.00 100.00 27 Vedanta Zinc Football & Sports Foundation Sports Foundation India Hindustan Zinc Limited 100.00 100.00 28 Vizag General Cargo Berth Private Limited Infrastructure India Vedanta Limited 100.00 100.00 29 AvanStrate Inc. (''ASI'') Manufacturing of LCD Glass Substrate Japan Cairn India Holdings Limited 51.63 51.63 30 Cairn India Holdings Limited Investment company Jersey Vedanta Limited 100.00 100.00 31 AvanStrate Korea Inc Manufacturing of LCD Glass Substrate Korea ASI 100.00 100.00 32 Western Cluster Limited Iron ore mining Liberia Bloom Fountain Limited 100.00 100.00 33 Bloom Fountain Limited Operating (Iron ore) and Investment Company Mauritius Vedanta Limited 100.00 100.00 498 499 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 S. No Subsidiaries Principal activities Country of Incorporation Immediate holding company The Company's / Immediate holding company's percentage holding (in %) As at 31 March 2024 As at 31 March 2023 34 THL Zinc Ltd Investment Company Mauritius THL Zinc Ventures Limited 100.00 100.00 35 THL Zinc Ventures Limited Investment Company Mauritius Vedanta Limited 100.00 100.00 36 Amica Guesthouse (Proprietary) Limited Accommodation and catering services Namibia Skorpion Zinc (Proprietary) Limited 100.00 100.00 37 Namzinc (Proprietary) Limited Owns and operates a zinc refinery Namibia Skorpion Zinc (Proprietary) Limited 100.00 100.00 38 Skorpion Mining Company (Proprietary) Limited ('NZ') Exploration, development, treatment, production and sale of zinc ore Namibia Skorpion Zinc (Proprietary) Limited 100.00 100.00 39 Skorpion Zinc (Proprietary) Limited (''SZPL'') Operating (zinc) and investing company Namibia THL Zinc Namibia Holdings (Proprietary) Ltd 100.00 100.00 40 THL Zinc Namibia Holdings (Proprietary) Limited (“VNHL”) Mining and Exploration and Investment company Namibia THL Zinc Ltd 100.00 100.00 41 Killoran Lisheen Mining Limited Development of a zinc/lead mine Republic of Ireland Vedanta Lisheen Holdings Limited 100.00 100.00 42 Lisheen Milling Limited Manufacturing (j) Republic of Ireland Vedanta Lisheen Holdings Limited 100.00 100.00 43 Lisheen Mine Partnership Development and operation of a zinc/lead mine Republic of Ireland 50% each held by Killoran Lisheen Mining Limited and Vedanta Lisheen Mining Limited 100.00 100.00 44 Vedanta Lisheen Mining Limited Zinc and lead mining Republic of Ireland Vedanta Lisheen Holdings Limited 100.00 100.00 45 Cairn Energy Hydrocarbons Limited Oil and gas exploration, development and production Scotland (k) Cairn India Holdings Limited 100.00 100.00 46 Black Mountain Mining (Proprietary) Limited Exploration, development, production and sale of zinc, lead, copper and associated mineral concentrates South Africa THL Zinc Ltd 74.00 74.00 47 Vedanta Copper International VCI Company Limited (l) Manufacturing of copper rod Saudi Arabia Malco Energy Limited 100.00 - 48 Cairn Lanka Private Limited (m) Oil and gas exploration, development and production Sri Lanka Cairn Energy Hydrocarbons Limited - 100.00 49 AvanStrate Taiwan Inc Manufacturing of LCD Glass Substrate Taiwan ASI 100.00 100.00 50 Monte Cello BV (“MCBV”) Holding company The Netherlands Vedanta Limited 100.00 100.00 51 THL Zinc Holding BV Investment company The Netherlands Vedanta Limited 100.00 100.00 52 Vedanta Lisheen Holdings Limited Investment company The Netherlands THL Zinc Holding BV 100.00 100.00 53 Fujairah Gold FZC Manufacturing of Copper Rod and Refining of Precious Metals (Gold & Silver) United Arab Emirates Malco Energy Limited 100.00 100.00 1 The Group also has interest in certain trusts which are neither significant nor material to the Group. (a) Copper Mines of Tasmania (CMT), wholly owned subsidiary of Vedanta Limited through intermediate holding company Monte Cello B.V. (MCBV) was sold on 17 November 2023 (Refer note 4(D)). (b) The Mumbai NCLT and Chennai NCLT had passed orders dated 06 June 2022 and 22 March 2023 respectively to sanction the scheme of amalgamation of Sterlite Ports Limited ('SPL'), Paradip Multi Cargo Berth Private Limited ('PMCB'), Maritime Ventures Private Limited ('MVPL'), Goa Sea Port Private Limited ('GSPL'), wholly owned subsidiaries/step down subsidiaries of Sesa Resources Limited ('SRL'), with Sesa Mining Corporation Limited ('SMCL'). MCA statutory filing has completed on 18 January 2024 which is the effective date of merger (Appointed date 01 October 2020). (c) Hindmetal Exploration Services Private Limited incorporated on 26 February 2024 as a 100% subsidiary of Hindustan Zinc Limited, in which no transactions have taken place during the year. (d) Meenakshi energy limited has been acquired on 27 December 2023 under the liquidation proceedings of the Insolvency and Bankruptcy Code, 2016 as a 100% subsidiary of Vedanta Limited (Refer note 4(B)). (e) Sesa Iron and Steel Limited incorporated on 06 September 2023 as a 100% subsidiary of Vedanta Limited. (f) Vedanta Aluminium Metal Limited incorporated on 06 October 2023 as a 100% subsidiary of Vedanta Limited. (g) Vedanta Base Metals Limited incorporated on 09 October 2023 as a 100% subsidiary of Vedanta Limited. (h) Vedanta Displays Limited & Vedanta Semiconductors Private Limited has been acquired on 27 July 2023 from Twin star Technologies Ltd via share purchase agreement. (i) Vedanta Iron and Steel Limited incorporated on 10 October 2023 as a 100% subsidiary of Vedanta Limited. (j) Activity of the company ceased in February 2016. (k) Principal place of business in India. (l) Vedanta Copper International VCI Company Limited incorporated on 14 November 2023 as a 100% subsidiary of Malco Energy Limited, in which no transactions have taken place during the year. (m) Cairn Lanka Private Limited is under process of liquidation. b) Joint operations The Group participates in several unincorporated joint operations which involve the joint control of assets used in oil and gas exploration and producing activities which are as follows: Oil & Gas blocks/fields Area (%) Participating Interest As at 31 March 2024 As at 31 March 2023 Operating Blocks Ravva block-Exploration, Development and Production Krishna Godavari 22.50 22.50 CB-OS/2 – Exploration Cambay Offshore 60.00 60.00 CB-OS/2 - Development & production Cambay Offshore 40.00 40.00 RJ-ON-90/1 – Exploration Rajasthan Onshore 100.00 100.00 RJ-ON-90/1 – Development & production Rajasthan Onshore 70.00 70.00 KG-OSN-2009/3 – Exploration Krishna Godavari Offshore 100.00 100.00 Non-Operating Blocks KG-ONN-2003/1 Krishna Godavari Onshore 49.00 49.00 c) Interest in associates and joint ventures Set out below are the associates and joint ventures of the Group as at 31 March 2024 and 31 March 2023 which, in the opinion of the management, are not material to the Group. The country of incorporation or registration is also their principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held. S. No. Associates and Jointly controlled entities Country of incorporation % Ownership interest As at 31 March 2024 As at 31 March 2023 1 Gaurav Overseas Private Limited India 50.00 50.00 2 Madanpur South Coal Company Limited India 17.62 17.62 3 Goa Maritime Private Limited India 50.00 50.00 4 Rosh Pinah Health Care (Proprietary) Limited Namibia 69.00 69.00 5 Gergarub Exploration and Mining (Pty) Limited Namibia 51.00 51.00 6 RoshSkor Township (Pty) Limited Namibia 50.00 50.00 500 501 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 44 Oil & gas reserves and resources The Group's gross reserve estimates are updated atleast annually based on the forecast of production profiles, determined on an asset-by-asset basis, using appropriate petroleum engineering techniques. The estimates of reserves and resources have been derived in accordance with the Society for Petroleum Engineers “Petroleum Resources Management System (2018)". The changes to the reserves are generally on account of future development projects, application of technologies such as enhanced oil recovery techniques and true up of the estimates. The management’s internal estimates of hydrocarbon reserves and resources at the year end, are as follows: Particulars Country Gross proved and probable hydrocarbons initially in place Gross proved and probable reserves and resources Net working interest proved and probable reserves and resources (mmboe) (mmboe) (mmboe) As at 31 March 2024 As at 31 March 2023 As at 31 March 2024 As at 31 March 2023 As at 31 March 2024 As at 31 March 2023 Rajasthan Block India 5,210 4,806 1,107 933 775 653 Ravva PKGM-1 India 704 704 14 18 3 4 CB-OS/2 Fields India 298 298 31 22 12 9 KG-ONN-2003/1 India 260 260 31 32 15 16 KG-OSN-2009/3 India - 32 - 4 - 4 DSF India 218 30 112 86 112 86 OALP India 361 531 81 60 81 60 Total 7,051 6,661 1,376 1,155 998 832 The Group’s net working interest proved and probable reserves is as follows: Particulars Proved and probable reserves Proved and probable reserves (developed) Oil Gas Oil Gas (mmstb) (bscf) (mmstb) (bscf) Reserves as of 01 April 2022* 210 189 135 121 Revisions/ Additions during the year (15) (3) 14 18 Production during the year (28) (34) (28) (34) Reserves as of 31 March 2023** 167 152 121 105 Revisions/ Additions during the year (3) (2) 5 28 Production during the year (24) (34) (24) (34) Reserves as of 31 March 2024*** 140 116 102 99 * Includes probable oil reserves of 78.48 mmstb (of which 18.15 mmstb is developed) and probable gas reserves of 75.98 bscf (of which 26.30 bscf is developed) ** Includes probable oil reserves of 55.68 mmstb (of which 18.99 mmstb is developed) and probable gas reserves of 46.91 bscf (of which 16.91 bscf is developed) *** Includes probable oil reserves of 45.89 mmstb (of which 25.92 mmstb is developed) and probable gas reserves of 29.15 bscf (of which 27.34 bscf is developed) mmboe = million barrels of oil equivalent mmstb = million stock tank barrels bscf = billion standard cubic feet 1 million metric tonnes = 7.4 mmstb 1 standard cubic meter =35.315 standard cubic feet 45 Subsequent events Subsequent to the year end, the Regional Controller of Mines, Bengaluru issued an order ("the Order") for temporary suspension of mining operations for iron ore mines at Chitradurga, Karnataka, citing non-compliances with the approved mining plan. The Company believes that there is no material impact expected from this Order on an annualised basis, since the Company has sufficient mining and evacuation capacity. The Company is confident of demonstrating compliance with the approved mining plan and obtaining revocation of the said Order, as envisaged in the Order. There are no other material adjusting or non-adjusting subsequent events, except as already disclosed. 46 The Holding Company, subsidiaries, associates and joint ventures which are companies incorporated in India and whose financial statements have been audited under the Act have complied with the requirements of audit trail except for the following: In 12 subsidiaries, Nil associates and Nil joint ventures, audit trail feature is not enabled in the SAP application for direct changes to data in certain database tables which is restricted to certain IDs with system administrator user access in order to optimise system performance. However, these system administrator rights have been disabled subsequent to the year end. Further, no instance of audit trail feature being tampered with was noted in respect of software. 502 503 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 47 Financial information pursuant to Schedule III of the Companies Act, 2013 S. No Name of the entity Net Assets (Total assets less total liabilities) Share in profit and loss Share in other comprehensive income (OCI) Share in total comprehensive income (TCI) As at 31 March 2024 Year ended 31 March 2024 Year ended 31 March 2024 Year ended 31 March 2024 As % of consolidated net assets Amount (C in crore) As % of consolidated profit Amount (C in crore) As % of consolidated OCI Amount (C in crore) As % of consolidated TCI Amount (C in crore) Parent Vedanta Limited 213.32% 65,536 156.24% 6,623 (0.59%) 11 281.10% 6,634 Indian Subsidiaries 1 Hindustan Zinc Limited 49.58% 15,233 183.70% 7,787 0.16% (3) 329.83% 7,784 2 Bharat Aluminium Company Limited 29.69% 9,121 32.67% 1,385 0.64% (12) 58.18% 1,373 3 MALCO Energy Limited (0.31%) (94) (2.76%) (117) (0.21%) 4 (4.79%) (113) 4 Talwandi Sabo Power Limited 11.79% 3,623 14.20% 602 0.00% - 25.51% 602 5 Sesa Resources Limited 1.48% 454 0.61% 26 0.05% (1) 1.06% 25 6 Sesa Mining Corporation Limited (1) 0.37% 114 2.34% 99 0.05% (1) 4.15% 98 7 Sterlite Ports Limited (1) 0.00% - 0.00% - 0.00% - 0.00% - 8 Vizag General Cargo Berth Private Limited (0.03%) (10) (0.71%) (30) 0.00% - (1.27%) (30) 9 Paradip Multi Cargo Berth Private Limited (1) 0.00% - 0.00% - 0.00% - 0.00% - 10 Maritime Ventures Private Limited (1) 0.00% - 0.00% - 0.00% - 0.00% - 11 Goa Sea Port Private Limited (1) 0.00% - 0.00% - 0.00% - 0.00% - 12 Vedanta Limited ESOS Trust 0.17% 51 0.00% - 0.00% - 0.00% - 13 ESL Steel Limited 14.97% 4,599 (22.84%) (968) 0.05% (1) (41.06%) (969) 14 Ferro Alloy Corporation Limited (FACOR) 3.52% 1,080 0.50% 21 0.05% (1) 0.85% 20 15 Desai Cement Company Private Limited (0.03%) (8) 0.05% 2 0.00% - 0.08% 2 16 Hindustan Zinc Alloys Private Limited (0.03%) (10) (0.19%) (8) 0.00% - (0.34%) (8) 17 Vedanta Zinc Football & Sports Foundation (0.00%) (1) 0.00% 0 0.00% - 0.00% 0 18 Hindustan Zinc Fertilizers Private Limited 0.00% 0 0.00% - 0.00% - 0.00% 0 19 Zinc India Foundation (0.01%) (2) 0.05% 2 0.00% - 0.08% 2 20 Hindmetal Exploration Services Private Limited (b) 0.00% 0 0.00% 0 0.00% - 0.00% 0 21 Meenakshi Energy Limited (a) (0.17%) (53) (1.25%) (53) 0.00% - (2.25%) (53) 22 Sesa Iron and Steel Limited (b) 0.00% 0 0.00% 0 0.00% - 0.00% 0 23 Vedanta Aluminium Metal Limited (b) 0.00% 0 0.00% 0 0.00% - 0.00% 0 24 Vedanta Base Metals Limited (b) 0.00% 0 0.00% 0 0.00% - 0.00% 0 25 Vedanta Displays Limited (a) 0.01% 2 (0.57%) (24) 0.00% - (1.02%) (24) 26 Vedanta Iron and Steel Limited (b) 0.00% 0 0.00% 0 0.00% - 0.00% 0 27 Vedanta Semiconductors Private Limited (a) (0.01%) (3) (1.23%) (52) 0.00% - (2.20%) (52) S. No Name of the entity Net Assets (Total assets less total liabilities) Share in profit and loss Share in other comprehensive income (OCI) Share in total comprehensive income (TCI) As at 31 March 2024 Year ended 31 March 2024 Year ended 31 March 2024 Year ended 31 March 2024 As % of consolidated net assets Amount (C in crore) As % of consolidated profit Amount (C in crore) As % of consolidated OCI Amount (C in crore) As % of consolidated TCI Amount (C in crore) Foreign Subsidiaries 1 Copper Mines of Tasmania Pty Limited (c) 0.00% - 13.07% 554 (0.37%) 7 23.77% 561 2 Thalanga copper mines Pty Limited 0.03% 9 (0.90%) (38) 0.00% - (1.61%) (38) 3 Monte Cello BV 0.18% 56 (3.89%) (165) 0.00% - (6.99%) (165) 4 Bloom Fountain Limited (34.59%) (10,628) (6.30%) (267) 0.00% - (11.31%) (267) 5 Western Cluster Limited (1.03%) (315) 0.12% 5 0.00% - 0.21% 5 6 Fujairah Gold FZC (2.59%) (797) (1.77%) (75) 0.00% - (3.18%) (75) 7 THL Zinc Ventures Ltd (2.76%) (849) (21.63%) (917) 0.00% - (38.86%) (917) 8 THL Zinc Ltd (12.09%) (3,713) (7.50%) (318) 0.00% - (13.47%) (318) 9 THL Zinc Holding BV (8.68%) (2,666) 0.07% 3 0.00% - 0.13% 3 10 THL Zinc Namibia Holdings (Proprietary) Limited 2.92% 898 (3.99%) (169) 0.00% - (7.16%) (169) 11 Skorpion Zinc (Proprietary) Limited 0.00% 0 0.00% 0 0.00% - 0.00% 0 12 Skorpion Mining Company (Proprietary) Limited (4.53%) (1,392) (0.35%) (15) 0.00% - (0.64%) (15) 13 Namzinc (Proprietary) Limited 1.33% 410 (3.75%) (159) 0.00% - (6.74%) (159) 14 Amica Guesthouse (Proprietary) Limited 0.01% 2 0.00% 0 0.00% - 0.00% 0 15 Black Mountain Mining Proprietary Limited 11.85% 3,642 1.79% 76 (0.16%) 3 3.35% 79 16 Vedanta Lisheen Holdings Limited 0.09% 28 0.00% 0 0.00% - 0.00% 0 17 Vedanta Lisheen Mining Limited 0.26% 80 (0.02%) (1) 0.00% - (0.04%) (1) 18 Killoran Lisheen Mining Limited 0.08% 25 (0.02%) (1) 0.00% - (0.04%) (1) 19 Lisheen Milling Limited 0.33% 101 (0.02%) (1) 0.00% - (0.04%) (1) 20 Lisheen Mine Partnership 0.00% - (0.02%) (1) 0.00% - (0.04%) (1) 21 Cairn India Holdings Limited 25.44% 7,817 40.58% 1,720 0.00% - 72.88% 1,720 22 Cairn Energy Hydrocarbons Limited 12.90% 3,963 49.33% 2,091 0.00% - 88.60% 2,091 23 Cairn Lanka (Private) Limited (d) 0.00% - 0.00% - 0.00% - 0.00% - 24 AvanStrate Inc 0.01% 2 0.00% 0 0.00% - 0.00% 0 25 AvanStrate Korea Inc (0.01%) (2) 0.00% 0 0.00% - 0.00% 0 26 AvanStrate Taiwan Inc (0.01%) (2) 0.00% 0 0.00% - 0.00% 0 27 Vedanta Copper International VCI Company Limited (b) 0.00% - 0.00% - 0.00% - 0.00% - Non-controlling interests in all subsidiaries (36.93%) (11,347) (77.85%) (3,300) (0.48%) 9 (139.45%) (3,291) 504 505 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 S. No Name of the entity Net Assets (Total assets less total liabilities) Share in profit and loss Share in other comprehensive income (OCI) Share in total comprehensive income (TCI) As at 31 March 2024 Year ended 31 March 2024 Year ended 31 March 2024 Year ended 31 March 2024 As % of consolidated net assets Amount (C in crore) As % of consolidated profit Amount (C in crore) As % of consolidated OCI Amount (C in crore) As % of consolidated TCI Amount (C in crore) Associates & Joint ventures (per Equity method) Indian 1 Gaurav Overseas Private Limited 0.00% 0 (0.05%) (2) 0.00% - (0.08%) (2) 2 Madanpur South Coal Company Limited 0.00% 1 0.00% - 0.00% - 0.00% - 3 Goa Maritime Private Limited 0.00% 0 0.00% 0 0.00% - 0.00% 0 Foreign 1 RoshSkor Township (Pty) Ltd 0.00% 1 (0.02%) (1) 0.00% - (0.04%) (1) 2 Rosh Pinah Health Care (Proprietary) Limited 0.01% 4 (0.02%) (1) 0.00% - (0.04%) (1) 3 Gergarub Exploration and Mining (Pty) Limited 0.00% 0 0.00% 0 0.00% - 0.00% 0 Consolidation Adjustments/ Eliminations (e) (176.54%) (54,238) (237.65%) (10,074) 100.80% (1,894) (507.12%) (11,968) Total 100.00% 30,722 100.00% 4,239 100.00% (1,879) 100.00% 2,360 (a)Acquired during the year (b)Incorporated during the year (c)Sold during the year (d)Under liquidation duing the year. (e)Consolidation adjustments/eliminations include intercompany eliminations, consolidation adjustments and GAAP differences. 1. The Mumbai NCLT and Chennai NCLT had passed orders dated 06 June 2022 and 22 March 2023 respectively to sanction the scheme of amalgamation of Sterlite Ports Limited ('SPL'), Paradip Multi Cargo Berth Private Limited ('PMCB'), Maritime Ventures Private Limited ('MVPL'), Goa Sea Port Private Limited ('GSPL'), wholly owned subsidiaries/step down subsidiaries of Sesa Resources Limited ('SRL'), with Sesa Mining Corporation Limited ('SMCL'). MCA statutory filing has completed on 18 January 2024 which is the effective date of merger. Exchange Rates as at 31 March 2024: 1 AUD= C 54.3163, 1 USD = C 83.3416, 1 AED = C 22.6913, 1 NAD = C 4.4152, 1 ZAR = C 4.4152, 1 JPY = C 0.5507 Average Exchange Rates for the year ended 31 March 2024: 1 AUD= C 54.4681, 1 USD = C 82.7845, 1 AED = C 22.5356, 1 NAD = C 4.4194, 1 ZAR = C 4.4194, 1 JPY = C 0.5735 Financial information pursuant to Schedule III of the Companies Act, 2013 S. No Name of the entity Net Assets (Total assets less total liabilities) Share in profit and loss Share in other comprehensive income (OCI) Share in total comprehensive income (TCI) As at 31 March 2023 Year ended 31 March 2023 Year ended 31 March 2023 Year ended 31 March 2023 As % of consolidated net assets Amount (C in crore) As % of consolidated profit Amount (C in crore) As % of consolidated OCI Amount (C in crore) As % of consolidated TCI Amount (C in crore) Parent Vedanta Limited* 177.18% 69,848 201.05% 21,259 42.45% 419 187.51% 21,678 Indian Subsidiaries 1 Hindustan Zinc Limited 32.83% 12,942 99.48% 10,519 4.18% 41 91.34% 10,560 2 Bharat Aluminium Company Limited 19.65% 7,748 0.40% 42 3.32% 33 0.65% 75 3 MALCO Energy Limited 0.05% 20 (2.53%) (267) (0.43%) (4) (2.34%) (271) 4 Talwandi Sabo Power Limited 7.66% 3,020 (0.66%) (70) 0.00% - (0.61%) (70) 5 Sesa Resources Limited 1.09% 428 3.56% 376 0.00% - 3.25% 376 6 Sesa Mining Corporation Limited(1) 0.04% 16 0.96% 101 0.16% 2 0.89% 103 7 Sterlite Ports Limited(1) 0.00% - 0.00% - 0.00% - 0.00% - 8 Vizag General Cargo Berth Private Limited 0.05% 20 0.29% 31 0.00% - 0.27% 31 9 Paradip Multi Cargo Berth Private Limited(1) 0.00% - 0.00% - 0.00% - 0.00% - 10 Maritime Ventures Private Limited(1) 0.00% - 0.00% - 0.00% - 0.00% - 11 Goa Sea Port Private Limited(1) 0.00% - 0.00% - 0.00% - 0.00% - 12 Vedanta Limited ESOS Trust 0.13% 51 0.04% 4 0.00% - 0.03% 4 13 ESL Steel Limited 14.12% 5,567 (5.28%) (558) (0.30%) (3) (4.85%) (561) 14 Ferro Alloy Corporation Limited (FACOR)(2) 1.43% 565 2.47% 261 (0.10%) (1) 2.25% 260 15 Facor Realty and Infrastructure Limited(a) 0.00% - 0.00% - 0.00% - 0.00% - 16 FACOR Power Ltd(2) 0.00% - 0.00% - 0.00% - 0.00% - 17 Desai Cement Company Private Limited (0.03%) (10) (0.04%) (4) (0.10%) (1) (0.04%) (5) 18 Hindustan Zinc Alloys Private Limited 0.00% - (0.01%) (1) 0.00% - (0.01%) (1) 19 Vedanta Zinc Football & Sports Foundation 0.00% - (0.01%) (1) 0.00% - (0.01%) (1) 20 Hindustan Zinc Fertilizers Private Limited(c) 0.00% - 0.00% - 0.00% - 0.00% - 21 Zinc India Foundation(c) (0.01%) (3) (0.03%) (3) 0.00% - (0.03%) (3) Foreign Subsidiaries 1 Copper Mines of Tasmania Pty Limited (1.63%) (644) (0.80%) (85) 0.00% - (0.74%) (85) 2 Thalanga copper mines Pty Limited 0.12% 48 (0.02%) (2) 0.00% - (0.02%) (2) 3 Monte Cello BV 0.55% 218 0.04% 4 0.00% - 0.03% 4 4 Bloom Fountain Limited (25.91%) (10,216) 5.49% 580 0.00% - 5.02% 580 506 507 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 S. No Name of the entity Net Assets (Total assets less total liabilities) Share in profit and loss Share in other comprehensive income (OCI) Share in total comprehensive income (TCI) As at 31 March 2023 Year ended 31 March 2023 Year ended 31 March 2023 Year ended 31 March 2023 As % of consolidated net assets Amount (C in crore) As % of consolidated profit Amount (C in crore) As % of consolidated OCI Amount (C in crore) As % of consolidated TCI Amount (C in crore) 5 Western Cluster Limited (0.80%) (315) 6.65% 703 0.00% - 6.08% 703 6 Fujairah Gold FZC (1.80%) (711) (0.51%) (54) 0.10% 1 (0.46%) (53) 7 THL Zinc Ventures Ltd (10.33%) (4,072) (0.01%) (1) 0.00% - (0.01%) (1) 8 THL Zinc Ltd (8.49%) (3,346) 0.05% 5 0.00% - 0.04% 5 9 THL Zinc Holding BV (6.67%) (2,631) 0.51% 54 0.00% - 0.47% 54 10 THL Zinc Namibia Holdings (Proprietary) Limited 2.81% 1,107 (0.63%) (67) 0.00% - (0.58%) (67) 11 Skorpion Zinc (Proprietary) Limited 0.02% 9 (0.20%) (21) 0.00% - (0.18%) (21) 12 Skorpion Mining Company (Proprietary) Limited (3.65%) (1,440) (0.20%) (21) 0.00% - (0.18%) (21) 13 Namzinc (Proprietary) Limited 1.51% 595 (0.43%) (45) 0.00% - (0.39%) (45) 14 Amica Guesthouse (Proprietary) Limited 0.01% 2 0.00% - 0.00% - 0.00% - 15 Black Mountain Mining Proprietary Limited 9.45% 3,726 10.52% 1,112 1.61% 16 9.76% 1,128 16 Vedanta Lisheen Holdings Limited 0.52% 204 0.23% 24 0.00% - 0.21% 24 17 Vedanta Lisheen Mining Limited 0.20% 79 0.07% 7 0.00% - 0.06% 7 18 Killoran Lisheen Mining Limited 0.06% 25 0.09% 9 0.00% - 0.08% 9 19 Lisheen Milling Limited 0.25% 100 0.09% 10 0.00% - 0.09% 10 20 Lisheen Mine Partnership 0.38% 150 0.05% 5 0.00% - 0.04% 5 21 Lakomasko BV(d) 0.00% - 0.00% - 0.00% - 0.00% - 22 Cairn India Holdings Limited 21.38% 8,429 (0.49%) (52) 0.00% - (0.45%) (52) 23 Cairn Energy Hydrocarbons Limited 10.04% 3,957 9.82% 1,038 0.00% - 8.98% 1,038 24 Cairn Lanka (Private) Limited 0.00% - 0.11% 12 0.00% - 0.10% 12 25 CIG Mauritius Holding Private Limited(e) 0.00% - 0.00% - 0.00% - 0.00% - 26 CIG Mauritius Private Limited(e) 0.00% - 0.00% - 0.00% - 0.00% - 27 Cairn Energy Gujarat Block 1 Limited(f) 0.00% - 0.00% - 0.00% - 0.00% - 28 AvanStrate Inc (5.80%) (2,287) (2.99%) (316) 0.00% - (2.73%) (316) 29 AvanStrate Korea Inc (5.44%) (2,143) (1.94%) (205) 0.00% - (1.77%) (205) 30 AvanStrate Taiwan Inc 6.34% 2,498 (0.84%) (89) 0.00% - (0.77%) (89) Non-controlling interests in all subsidiaries (25.38%) (10,004) (37.16%) (3,929) 6.69% 66 (33.41%) (3,863) S. No Name of the entity Net Assets (Total assets less total liabilities) Share in profit and loss Share in other comprehensive income (OCI) Share in total comprehensive income (TCI) As at 31 March 2023 Year ended 31 March 2023 Year ended 31 March 2023 Year ended 31 March 2023 As % of consolidated net assets Amount (C in crore) As % of consolidated profit Amount (C in crore) As % of consolidated OCI Amount (C in crore) As % of consolidated TCI Amount (C in crore) Associates & Joint ventures (per Equity method) Indian 1 Gaurav Overseas Private Limited 0.00% 1 0.00% - (0.05%) (1) (0.01%) (1) 2 Madanpur South Coal Company Limited 0.01% 5 0.03% 4 0.00% - 0.03% 4 3 Goa Maritime Private Limited 0.00% - 0.00% - 0.00% - 0.00% - Foreign 1 Rosh Pinah Health Care (Proprietary) Limited 0.01% 4 (0.01%) (1) 0.00% - (0.01%) (1) 2 Gergarub Exploration and Mining (Pty) Limited 0.00% - 0.00% - 0.00% - 0.00% - 3 RoshSkor Township (Pty) Ltd (0.00%) 2 (0.01%) (1) 0.00% - (0.01%) (1) Consolidation Adjustments/ Eliminations(g)* (111.95%) (44,139) (187.19%) (19,793) 42.47% 419 (167.58%) (19,374) Total 100.00% 39,423 100.00% 10,574 100.00% 987 100.00% 11,561 *Restated, refer note 4(A) (a)Struck off during the year (b)Acquired during the year (c)Incorporated during the year (d)Liquidated during the year (e)Dissolved during the year (f)De-registered during the year. (g)Consolidation adjustments/eliminations include intercompany eliminations, consolidation adjustments and GAAP differences. 1. The Mumbai NCLT and Chennai NCLT has passed orders dated 06 June 2022 and 22 March 2023 respectively sanctioning the scheme of amalgamation of Sterlite Ports Limited (SPL), Paradip Multi Cargo Berth Private Limited (PMCB), Maritime Ventures Private Limited (MVPL), Goa Sea Port Private Limited (GSPL), wholly owned subsidiaries/step downsubsidiaries of Sesa Resources Limited (SRL), with Sesa Mining Corporation Limited (SMCL). Statutory filing with MCA is in progress. 2. During the current year, Hon’ble National Company Law Tribunal, Cuttack Bench vide its Order dated 15 November 2022 approved the Scheme of Amalgamation of Facor Power Limited (“FPL”) into Ferro Alloys Corporation Limited (“FACOR”). FPL was a subsidiary of FACOR which in turn is a subsidiary of the Company. Post the amalgamation becoming effective on 21 November 2022, the Company directly holds 99.99% in FACOR. There is no material impact on the consolidated financial statements of the Group due to this amalgamation. Exchange Rates as at 31 March 2023: 1 AUD= C 55.0383, 1 USD = C 82.1643, 1 AED = C 22.3668, 1 NAD = C 4.6176, 1 ZAR = C 4.6176, 1 JPY = C 0.617788 Average Exchange Rates for the year ended 31 March 2023: 1 AUD= C 54.9328, 1 USD = C 80.2724, 1 AED = C 21.8517, 1 NAD = C 4.5020, 1 ZAR = C 4.7239, 1 JPY = C 0.593777 508 509 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated NOTES forming part of the consolidated financial statements as at and for the year ended 31 March 2024 48 Other Statutory Information a) The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property. b) The Group has not been declared wilful defaulter by any bank or financial Institution or other lender. c) The Group does not have any transactions with companies struck off as per Companies Act, 2013. d) The Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period. e) The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year. f) The Group does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). Form AOC-I Salient features of Subsidiaries pursuant to first proviso to sub section (3) of section 129 read with rule 5 of the Companies (Accounts) Rules, 2014 (C in crore) SI. No. Name of the Subsidiary Reporting Period Reporting currency Share Capital Reserves & Surplus Total Assets Total Liabilities Investments (excluding Investment in Subsidiary) Turnover Profit/ (Loss) Before Taxation Provision for Taxation/ (credit) Profit/ (Loss) After Taxation Proposed Dividend - Proposed Final Dividend % of shareholding 1 Bharat Aluminium Company Limited April to March INR - INDIAN RUPEE 221 8,900 16,854 7,733 148 13,141 1,862 477 1,385 - 51 2 Copper Mines of Tasmania Pty Limited (3) April to November AUD - Australian Dollar - - - - - - - - - - - 3 Thalanga Copper Mines Pty Limited April to March AUD - Australian Dollar 3 6 45 36 - - (38) - (38) - 100 4 Monte Cello BV April to March USD - United States Dollar 0 56 305 249 - - (164) 1 (165) - 100 5 Hindustan Zinc Limited April to March INR - INDIAN RUPEE 845 14,388 33,904 18,671 10,452 28,084 10,343 2,556 7,787 - 65 6 MALCO Energy Limited April to March INR - INDIAN RUPEE 5 (99) 802 896 37 616 (117) - (117) - 100 7 Fujairah Gold FZC April to March AED - Emirati Dirham 7,622 (8,419) 8,444 9,241 - 4,903 (75) - (75) - 100 8 Talwandi Sabo Power Limited April to March INR - INDIAN RUPEE 3,207 416 10,300 6,677 - 5,267 756 154 602 - 100 9 THL Zinc Ventures Ltd April to March USD - United States Dollar 74 (923) 7,289 8,138 - - (917) - (917) - 100 10 THL Zinc Ltd April to March USD - United States Dollar 75 (3,788) 3,840 7,553 - - (318) - (318) - 100 11 THL Zinc Holding BV April to March USD - United States Dollar 43 (2,709) 339 3,005 68 - 3 0 3 - 100 12 THL Zinc Namibia Holdings (Proprietary) Ltd April to March NAD - Namibian Dollar 7 891 1,199 301 2 9 (169) - (169) - 100 13 Skorpion Zinc (Proprietary) Limited April to March NAD - Namibian Dollar 0 0 0 0 - - 0 - 0 - 100 14 Skorpion Mining Company (Proprietary) Limited April to March NAD - Namibian Dollar 0 (1,392) 1,417 2,809 - 0 (15) - (15) - 100 15 Namzinc (Proprietary) Limited April to March NAD - Namibian Dollar 0 410 1,967 1,557 - 3 (159) - (159) - 100 16 Amica Guesthouse (Proprietary) Limited April to March NAD - Namibian Dollar 0 2 3 1 - 3 0 0 0 - 100 As per our report of even date For and on behalf of the Board of Directors For S.R. Batliboi & Co. LLP Navin Agarwal Arun Misra Chartered Accountants ICAI Firm Registration No. 301003E/E300005 Executive Vice-Chairman and Whole-Time Director Executive Director (Whole-Time Director) DIN 00006303 DIN 01835605 Place: Mumbai Place: New Delhi per Vikas Pansari Ajay Goel Prerna Halwasiya Partner Chief Financial Officer Company Secretary and Compliance Officer Membership No: 093649 PAN AEAPG8383C ICSI Membership No. A20856 Place: Mumbai Place: New Delhi Place: New Delhi Date: 25 April 2024 Date: 25 April 2024 510 511 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated (C in crore) SI. No. Name of the Subsidiary Reporting Period Reporting currency Share Capital Reserves & Surplus Total Assets Total Liabilities Investments (excluding Investment in Subsidiary) Turnover Profit/ (Loss) Before Taxation Provision for Taxation/ (credit) Profit/ (Loss) After Taxation Proposed Dividend - Proposed Final Dividend % of shareholding 17 Black Mountain Mining (Proprietary) Limited April to March ZAR - South African Rand 0 3,642 7,202 3,560 - 3,554 225 149 76 - 74 18 Vedanta Lisheen Holdings Limited April to March USD - United States Dollar 0 28 29 1 - - 0 0 0 - 100 19 Vedanta Lisheen Mining Limited April to March USD - United States Dollar 0 80 80 0 - - 0 0 0 - 100 20 Killoran Lisheen Mining Limited April to March USD - United States Dollar 0 25 25 0 - - 0 0 0 - 100 21 Lisheen Milling Limited April to March USD - United States Dollar 0 101 214 113 - 4 0 1 (1) - 100 22 Lisheen Mine Partnership April to March USD - United States Dollar - - 63 63 - - (1) - (1) - 100 23 Sterlite Ports Limited (5) April to March INR - INDIAN RUPEE - - - - - - - - - - 100 24 Vizag General Cargo Berth Private Limited April to March INR - INDIAN RUPEE 48 (58) 522 532 - 165 (27) 3 (30) - 100 25 Cairn India Holdings Limited April to March USD - United States Dollar 3,988 3,829 9,936 2,119 20 - 1,750 30 1,720 - 100 26 Cairn Energy Hydrocarbons Limited April to March USD - United States Dollar 2,889 1,074 9,737 5,774 1,171 8,294 3,737 1,646 2,091 - 100 27 Cairn Lanka (Private) Limited (4) April to March USD - United States Dollar - - - - - - - - - - 100 28 Paradip Multi Cargo Berth Private Limited (5) April to March INR - INDIAN RUPEE - - - - - - - - - - 100 29 Bloom Fountain Limited April to March USD - United States Dollar 18,343 (28,971) 868 11,496 - - (267) - (267) - 100 30 Western Cluster Limited April to March USD - United States Dollar - (315) 1,267 1,582 - 266 5 - 5 - 100 31 Sesa Resources Limited April to March INR - INDIAN RUPEE 1 453 2,088 1,634 0 23 26 - 26 - 100 32 Sesa Mining Corporation Limited (5) April to March INR - INDIAN RUPEE 22 92 535 421 - 189 108 9 99 - 100 33 Maritime Ventures Private Limited (5) April to March INR - INDIAN RUPEE - - - - - - - - - - 100 (C in crore) SI. No. Name of the Subsidiary Reporting Period Reporting currency Share Capital Reserves & Surplus Total Assets Total Liabilities Investments (excluding Investment in Subsidiary) Turnover Profit/ (Loss) Before Taxation Provision for Taxation/ (credit) Profit/ (Loss) After Taxation Proposed Dividend - Proposed Final Dividend % of shareholding 34 Goa Sea Port Private Limited (5) April to March INR - INDIAN RUPEE - - - - - - - - - - 100 35 Vedanta Limited ESOS Trust April to March INR - INDIAN RUPEE 0 51 205 154 0 - 0 0 0 - 100 36 AvanStrate Inc April to March JPY - Japanese Yen 0 2 3 1 - 0 0 - 0 - 52 37 AvanStrate Korea Inc April to March JPY - Japanese Yen 1 (3) 0 2 - 0 0 - 0 - 52 38 AvanStrate Taiwan Inc April to March JPY - Japanese Yen 0 (2) 3 5 - - 0 0 0 - 52 39 Ferro Alloy Corporation Limited (FACOR) April to March INR - INDIAN RUPEE 34 1,046 1,531 451 13 816 29 8 21 - 100 40 ESL Steel Limited April to March INR - INDIAN RUPEE 1,849 2,750 10,808 6,209 20 8,300 (649) 319 (968) - 95 41 Desai Cement Company Private Limited April to March INR - INDIAN RUPEE 2 (10) 13 21 - 9 2 - 2 - 100 42 Hindustan Zinc Alloys Private Limited April to March INR - INDIAN RUPEE 0 (10) 214 224 - 15 (10) (2) (8) - 100 43 Vedanta Zinc Football & Sports Foundation April to March INR - INDIAN RUPEE 0 (1) 0 1 - 8 0 - 0 - 100 44 Hindustan Zinc Fertilizers Private Limited April to March INR - INDIAN RUPEE 0 (0) 336 336 - - 0 - 0 - 100 45 Zinc India Foundation April to March INR - INDIAN RUPEE 0 (2) 0 2 - 15 2 - 2 - 100 46 Hindmetal Exploration Services Private Limited (2) February to March INR - INDIAN RUPEE 0 (0) 336 336 - - 0 - 0 - 100 47 Meenakshi Energy Limited (1) December to March INR - INDIAN RUPEE 1 (54) 1,136 1,189 - - (53) - (53) - 100 48 Sesa Iron and Steel Limited (2) September to March INR - INDIAN RUPEE 0 (0) 0 0 - - 0 - 0 - 100 49 Vedanta Aluminium Metal Limited (2) October to March INR - INDIAN RUPEE 0 (0) 0 0 - - 0 - 0 - 100 50 Vedanta Base Metals Limited (2) October to March INR - INDIAN RUPEE 0 (0) 0 0 - - 0 - 0 - 100 512 513 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Consolidated Form AOC-I Salient features of Associate companies and Joint Ventures pursuant to first proviso to sub section (3) of section 129 read with rule 5 of the Companies (Accounts) Rules, 2014 S.No Name of Associates/Joint Ventures RoshSkor Township (Pty) Ltd Gaurav Overseas Private Limited Madanpur South Coal Company Limited Goa Maritime Private Limited Rosh Pinah Health Care (Proprietary) Limited Gergarub Exploration and Mining (Pty) Limited 1 Latest audited Balance sheet date 30 June 2023 31 March 2024 31 March 2024 31 March 2024 31 December 2022 30 December 2020 2 Shares of Associate/Joint Ventures held by the Company at the year end - Number 50 14,23,000 1,14,421 5,000 69 51 - Amount of investment (C in crore) 1.85 1.42 1.96 0.01 0.00 0.00 - % of holding 50.00% 50.00% 18.05% 50.00% 69.00% 51.00% 3 Description of how there is significant influence By way of ownership By way of ownership N.A. N.A. Joint control of the entity Joint control of the entity 4 Networth attributable to shareholding as per latest audited Balance sheet (C in crore) 1.05 0.06 1.02 0.00 4.09 0.00 5 (Loss)/Profit for the year (C in crore) (0.57) (0.87) 0.01 (0.00) (1.44) - For and on behalf of the Board of Directors Navin Agarwal Arun Misra Ajay Goel Prerna Halwasiya Executive Vice-Chairman and Whole-Time Director Executive Director (Whole-Time Director) Chief Financial Officer Company Secretary and Compliance Officer DIN 00006303 Place: Mumbai DIN 01835605 Place: New Delhi PAN AEAPG8383C Place: New Delhi ICSI Membership No.A20856 Place: New Delhi Date: 25 April 2024 (C in crore) SI. No. Name of the Subsidiary Reporting Period Reporting currency Share Capital Reserves & Surplus Total Assets Total Liabilities Investments (excluding Investment in Subsidiary) Turnover Profit/ (Loss) Before Taxation Provision for Taxation/ (credit) Profit/ (Loss) After Taxation Proposed Dividend - Proposed Final Dividend % of shareholding 51 Vedanta Displays Limited (1) July to March INR - INDIAN RUPEE 26 (24) 7 5 - - (24) - (24) - 100 52 Vedanta Iron and Steel Limited(2) October to March INR - INDIAN RUPEE 0 (0) 0 0 - - 0 - 0 - 100 53 Vedanta Semiconductors Private Limited (1) July to March INR - INDIAN RUPEE 49 (52) 13 16 - - (52) - (52) - 100 54 Vedanta Copper International VCI Company Limited (2) November to March SAR - SAUDI RIYAL 0 - 0 - - - - - - - 100 a. Exchange Rates as at 31 March 2024: 1 AUD= C 54.3163, 1 USD = C 83.3416, 1 AED = C 22.6913, 1 NAD = C 4.4152, 1 ZAR = C 4.4152, 1 JPY = C 0.5507 b. Average Exchange Rates for the year ended 31 March 2024: 1 AUD= C 54.4681, 1 USD = C 82.7845, 1 AED = C 22.5356, 1 NAD = C4.4194, 1 ZAR = C 4.4194, 1 JPY = C 0.5735 1 Acquired during the year 2 Incorporated during the year 3 Sold during the year 4 Under liquidation during the year 5 The Mumbai NCLT and Chennai NCLT had passed orders dated 06 June 2022 and 22 March 2023 respectively to sanction the scheme of amalgamation of Sterlite Ports Limited ('SPL'), Paradip Multi Cargo Berth Private Limited ('PMCB'), Maritime Ventures Private Limited ('MVPL'), Goa Sea Port Private Limited ('GSPL'), wholly owned subsidiaries/step down subsidiaries of Sesa Resources Limited ('SRL'), with Sesa Mining Corporation Limited ('SMCL'). MCA statutory filing has completed on 18 January 2024 which is the effective date of merger. 514 CORPORATE OVERVIEW STATUTORY REPORTS 515 Consolidated VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS INDEPENDENT AUDITOR’S 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 2024, 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 material 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 2024, 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 ‘Auditor’s 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. Emphasis of Matter We draw attention to Note 3(d)(i) of the standalone Ind AS financial statements, with respect to accounting for an acquisition approved by the National Company Law Tribunal, Hyderabad Bench, overriding the applicable Ind-AS requirements. Further as stated in the aforesaid note, the comparative financial information for the year ended 31 March 2023 has also been restated to give effect to the terms of merger. Our opinion is not modified in respect of this matter. 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 2024. 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 Auditor’s 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 (a) Accounting and disclosure of related party transactions (as described in note 39 of the Standalone Ind AS financial statements) The Company has undertaken transactions with related party, Vedanta Resources Limited (‘VRL’), its intermediate holding company and its affiliates including among others, payment of brand and strategic management fee, agency commission and guarantee commission. Accounting and disclosure of such related party transactions has been identified as a key audit matter due to a) Significance of such related party transactions; b) Risk of such transactions being executed without proper authorizations; and c) Risk of material information relating to aforesaid transactions not getting disclosed in the financial statements. Our procedures included the following: • Obtained and read the Company’s policies, processes and procedures in respect of identification of such related parties in accordance with relevant laws and standards, obtaining approval, recording and disclosure of related party transactions and identified key controls. For selected controls we have performed tests of controls. • Tested such related party transactions and balances with the underlying contracts, confirmation letters and other supporting documents provided by the Company. • Examined the approvals of the board and/or audit committee of these transactions. • Obtained and assessed the benchmarking report issued by the experts engaged by the management. • Assessed the competence and objectivity of the external experts. • Held discussions and obtained representations from the management in relation to such transactions. • Read the disclosures made in this regard in the financial statements and assessed whether relevant and material information have been disclosed. Key audit matters How our audit addressed the key audit matter Recoverability of carrying value of property plant and equipment, capital work in progress and exploration intangible assets under development and Non-current Investments (as described in note 3(a)(E), 3(a)(F)( ii), 3(c)(A)(i), 3(c)(A)(ii), 3(c)(A)(iii), 3(c)(A)(iv), 5, 6A and 34of the Standalone Ind AS financial statements) As at 31 March 2024, the Company had significant amounts of property, plant and equipment, capital work in progress and exploration intangible assets under development which were carried at historical cost less depreciation. We focused our efforts on the Cash Generating Unit (“CGU”) at (a) Tuticorin within the copper segment; (b) Rajasthan block within the oil & gas segment; (c) Investments made in Western Cluster Limited (WCL) in Liberia within the Iron Ore segment through the wholly owned subsidiary Bloom Fountain Limited and d) Zinc International Mines of Gamsberg, Skorpion and Swatberg to evaluate Company’s liability w.r.t. loan (secured by financial guarantee by Company) taken by Company’s wholly owned subsidiary THL Zinc Ventures Limited (THLZVL) on basis of recoverable value of such mines. Recoverability of property plant and equipment, capital work in progress and exploration intangible assets under development, non-current investment and Recognition of Expected Credit Loss on financial guarantee has been identified as a key audit matter due to: • The significance of the carrying value of assets being assessed. • The fact that the assessment of the recoverable amount of the Company’s CGU involves significant judgements about the future cash flow forecasts, scrap value / Depreciated Replacement Cost, price, production forecasts and the discount rate that is applied. • The withdrawal of Company’s licenses to operate the copper plant and unfavorable order of the Honorable Supreme Court of India, leading to an exceptional charge of ` 746 crore. • Receipt of final partial arbitration award on DGH demand arbitration which allowed exploration cost recovery and had an impact on IM tranche. Accordingly, impairment of ` 550 crore was reversed on PPE, and ` 1,082 crore on investment in wholly owned subsidiary, Cairn India Holding Limited (“CIHL”), on account of increase in valuation of CIHL pursuant to award. However, the government has filed an appeal with the High Court against the arbitration award. • The fact that in the previous year, Company’s subsidiary WCL obtained the mining license and has started the mining activity at Bomi mine in Liberia, leading to reversal of impairment in the previous year. However, the operations in the current year were not in line with the projected performance. • The fact that financial guarantee given by Company amounting to ` 8,168 crore (USD 980 mn) for loan taken by THLZVL has to be recognized as liability in books if THLZV’s assets (i.e. Zinc International Mines) do not exhibit recoverable value equal to or higher than loan amount. The key judgements and estimates are centered on the assessment of Scrap / Depreciated Replacement Cost for the Copper plant, cash flow forecasts, impact of litigation w.r.t. partial arbitration award, discount rate assumptions, price, production forecasts and related disclosures as given in note 5 (Property, plant and equipment), 6A (Non-current investments) and 34 (Exceptional items) of the accompanying financial statements. Our audit procedures included the following: • Obtained and read the Company’s policies, processes and procedures in respect of identification of impairment indicators, recording and disclosure of impairment charge / (reversal) and identified key controls. For selected controls we have performed tests of controls. • Assessed through an analysis of internal and external factors impacting the Company, whether there were any indicators of impairment in line with Ind AS 36 and Ind AS 109. • In relation to the CGU at (a) Tuticorin within the copper segment; (b) Rajasthan block within the oil & gas segment; (c) Western Cluster Limited (WCL) in Liberia within the Iron Ore segment for evaluating recoverability for the Investments made in WCL through the wholly owned subsidiary Bloom Fountain Limited d) Zinc International Mines in Gamsberg, Skorpion and Swatberg to evaluate Company’s liability w.r.t. loan (secured by financial guarantee by Company) taken by Company’s wholly owned subsidiary THL Zinc Ventures Limited on basis of recoverable value of such mines, where impairment charge / (reversal) indicators were identified, obtained and evaluated the valuation models used to determine the recoverable amount by assessing the key assumptions used by management, which included: – Assessment of the implications of withdrawal of Company’s license to operate the copper plant at Tuticorin. Assessed management’s position after unfavorable order of the Hon’ble Supreme Court against re-opening of plant and its consequential impairment on PPE, CWIP and other assets. – Evaluated the valuation methodology adopted by the management i.e. determination of fair value loss less cost of disposal through various scenarios in light of the facts and circumstances of the matter. – Assessed management’s forecasting accuracy by comparing prior year forecasts to actual results and assessed the potential impact of any variances. – Corroborated the sales price assumptions used in the models against analyst consensus / geography of sales and assessed the reasonableness of costs. – Compared the production forecasts used in the impairment tests with management’s approved reserves and resources estimates, – Evaluated the grounds of appeal filed with High Court for partial arbitration award received by Company. – Tested the weighted average cost of capital used to discount the impairment models. – Tested the mathematical accuracy of the models. – Compared assumptions used by management in respect of price forecast and ore grade against the consensus report and reserve and resource report. – Assessed the production and profitability trend in the Zinc International segment and compared the same with the projected cash flows for reasonableness. – Assessed reserves and resources estimation methods and policies and read reports provided by management’s external reserves experts for the oil and gas assets of the Company; – Assessed the competence, capability and objectivity of experts engaged by management; through understanding their relevant professional qualifications and experience. – Engaged valuation experts to assist in performance of the above procedures. • Assessed the disclosures made by the Company in this regard and evaluated the considerations leading to disclosure of above impairment charge / (reversal) as exceptional items. 516 CORPORATE OVERVIEW STATUTORY REPORTS 517 Standalone VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS 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 2024 the value of disputed receivables in the power segment aggregated to ` 673 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. 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. Our audit procedures included the following: • 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. • 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 management’s position through discussions with the management’s in-house legal team to determine the basis of their conclusion. • Assessed the competence and objectivity of the Company's experts. • Assessed the disclosures made by the Company in this regard. 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) The Company is subject to a large number of tax and legal disputes, including developments in DGH Arbitration matter, vendor arbitrations, income tax disallowances and various indirect tax disputes which have been disclosed / provided for in the financial statements based on the facts and circumstances of each case. Taxation and litigation exposures have been identified as a key audit matter due to the complexities involved in these matters, timescales involved for resolution and the potential financial impact of these on the financial statements. Further, significant management judgement is involved in assessing the exposure of each case and thus a higher risk involved on adequacy of provision or disclosure of such cases. Our audit procedures included the following:- • Obtained an understanding of the process of identification of claims, litigations and its classification as probable, possible or remote and identified key controls in the process. For selected controls we have performed tests of controls. • Obtained the summary of Company’s legal and tax cases and assessed management’s position through discussions with the Legal Counsel, Head of Tax and operational management, on both the probability of success in significant cases and the magnitude of any potential loss. • Obtained independent external lawyer confirmations from Legal Counsel of the Company who is contesting the cases. • Examined external legal opinions (where considered necessary) and other evidence to corroborate management’s assessment of the risk profile in respect of legal claims. • Assessed the competence and objectivity of the Company's experts. • Engaged tax specialists to technically appraise the tax positions taken by management with respect to income tax and indirect tax matters. • Assessed whether management assessment of similar cases is consistent across the divisions and subsidiaries 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. Information Other than the Financial Statements and Auditor’s Report Thereon The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone Ind AS financial statements and our auditor’s 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 Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone 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 Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Charged with Governance are also responsible for overseeing the Company’s financial reporting process. Auditor’s Responsibilities for the Audit of the Standalone 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone 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: 1. 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 management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, 518 CORPORATE OVERVIEW STATUTORY REPORTS 519 Standalone VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. 2. 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 2024 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Other Matter We did not audit the financial statements and other financial information, in respect of unincorporated joint operation, whose financial statements include total assets of ` 200 crore as at 31 March 2024, total revenues of ` 111 crore, net profit after tax of ` 28 crore and total comprehensive income of ` 28 crore for the year ended 31 March 2024, and net cash inflows of ` Nil for the year ended 31 March 2024. These financial statements and other financial information of the said unincorporated joint operation have not been audited by other auditors, whose unaudited financial statements, other unaudited financial information have been furnished to us by the management. Our opinion on the standalone Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these unincorporated joint operation and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid unincorporated joint operation, is based solely on the unaudited information furnished to us by the management. Our opinion is not modified in respect of this matter. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order. 2. As required by Section 143(3) of the Act, we report, to the extent applicable, that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph (vi) below on reporting under Rule 11(g); (c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the 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 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 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 2024 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) The observation relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reporting under Section 143(3)(b) and paragraph i(vi) below on reporting under Rule 11(g). (i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – Refer Note 38D and 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 39H 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 39H 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 sub-clause (a) and (b) contain any material misstatement. v. The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with section 123 of the Act. vi. Based on our examination which included test checks, the Company has used 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 except that, audit trail feature is not enabled for direct changes to data in certain database tables when using system administrator access rights, as described in note 41(d) to the financial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of accounting software. 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: 25 April 2024 UDIN: 24093649BKGPPX5245 520 CORPORATE OVERVIEW STATUTORY REPORTS 521 Standalone VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS ANNEXURE-1 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 ` 432 crore due to suspension of operations since April 2018 (refer Note 3(c)(A)(ii)). 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 in ` crore 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, 1956 pursuant to Schemes of Amalgamation and Arrangement as approved by the Honourable High Courts. ROU Land 50 Erstwhile Company Sterlite Industries (India) Limited that merged with the Company No 1993-2009 Land 20 Erstwhile Company Vedanta Aluminium Limited that merged with the Company No 2008-2012 Land & Building 1,798 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 to ` 68 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 2024. (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 ` 217 crore lying at Tuticorin plant which is under suspension (refer note 3(c)(A)(ii)) and inventories lying with third parties amounting to ` 1,144 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 2024 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 of ` five crore 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, given security and stood guarantee to companies as follows: Particulars (` In crore) Guarantees Loans Security Aggregate amount granted/ provided during the year - Subsidiaries 12,440 1,890 3,864 - Employees’ Trust - 200 - Balance outstanding as at balance sheet date (including opening balances) - Subsidiaries 17,747 1,742 3,864 - Ultimate parent company 115 - - - Employees’ Trust - 154 - The Company has not provided any 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 Company's 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) 784 448 57% Sesa Mining Corporation Limited (SMCL) 118 8 7% ESL Steel Limited (ESL) 675 305 45% Ferro Alloy Corporation Limited (FACOR) 187 22 12% * 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. 522 CORPORATE OVERVIEW STATUTORY REPORTS 523 Standalone VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS (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, duty of custom, 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, undisputed dues in respect of goods and services tax, provident fund, employees’ state insurance, income-tax, duty of custom, 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, except for undisputed dues relating to income tax amounting to ` 254 crore has remained unpaid for a period of more than 6 months as on the reporting date, as Company intends to re-evaluate their position basis tax advise at the time of filing of return of income. (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. (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 to ` 7,432 crore for long-term purposes primarily 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. (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 by 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 of 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 the 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: 25 April 2024 UDIN: 24093649BKGPPX5245 (f) The Company has raised loans during the year on the pledge of securities held in its subsidiaries, as per details below. Further, the Company has not defaulted in repayment of such loans raised. Nature of loan taken Name of lender Amount of loan in ` crore Name of the subsidiary, Details of security pledged Remarks Rupee Term Loans Bank 2,600 Hindustan Zinc Limited 4.35% Shares have been pledged Refer note 17(c) Non-Convertible debentures Financial Institution 5,900 Sesa Iron and Steel Limited 100% shares pledged Refer note 17(c) 524 CORPORATE OVERVIEW STATUTORY REPORTS 525 Standalone VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS APPENDIX – 1 S. No. Name of the Statute Nature of dues Amount in ` crore Financial Year to which the amount relates Forum where the dispute is pending 1 Central Excise Act, 1944 Cess Demand - Excess quantity of Crude Oil 0.04 June 02 to Aug 03 Central Excise and Service Tax Appellate Tribunal 2 Central Excise Act, 1944 Penalty for Non payment of NCCD in time 0.40 Nov 07 to Jul 08 Additional Commissioner, GST & Central Excise 3 Customs Act, 1962 Duty on re-import of Components 0.43 2012-2014 CESTATE, Ahemdabad 4 Finance Act, 1994 Service tax no paid on Import of services 23.24 2006-2015 Central Excise and Service Tax Appellate Tribunal 5 Andhra Pradesh VAT Act/Central Sales Tax, 1956 Excess value mentioned in C form by buyer due to wrong exchange rate considered, accordingly officer assessed excess value. 0.11 2012-2015 Dy. Commissioner Appeals/ Tribunal 6 Central Excise Act, 1944 Demand of Edu.Cess & Hr. Sec. Cess on Oil Cess 49.45 Dec'13 to Feb'15 Central Excise and Service Tax Appellate Tribunal/ Supreme court 7 Gujrat VAT Act/Central Sales Tax, 1956 Demand of Vat 0.03 FY 15-16 THE JOINT COMMISSIONER OF STATE TAX, APPEAL 7, SURAT 8 Central Sales Tax, 1956 Demand of CST 0.03 FY 2016-17 Assistant Commissioner 9 Central Sales Tax, 1956 Demand of CST 0.10 FY 2014-15 Assistant Commissioner 10 Central Sales Tax, 1956 Demand of CST 0.00 FY 2019-20 Assistant CTO 11 Rajasthan VAT Act Demand of Vat 0.01 FY 2019-20 Assistant CTO 12 GST Act, 2017 GST demand post conclusion of audit u/s 65 of CGST Act 0.003 2017-18 Commissioner Appeals, Surat 13 Income Tax Act,1961 Additional Income Tax Demand 30.35 1999-00, 2008-09, 2009-10 Not applicable as application filed for rectification* 14 Income Tax Act,1961 Additional Income Tax Demand 0.67 2008-09, 2009-10 Commissioner of Income Tax (Appeals) 15 Income Tax Act,1961 Additional Income Tax demand 569.68 2002-03, 2004-05, 2005-06, 2006-07, 2007-08, 2008-09, 2014-15 Income Tax Appellate Tribunal** 16 Income Tax Act,1961 Additional Income Tax Demand 778.77 2011-12,2012-13, 2013-14 High Court*** 17 Value Added Tax VAT 300.82 2012-13 , 2013-14 & 2014-15, 2015-16, 2016-17 Odisha, High Court 18 5.57 2014-15 Orissa High Court 19 0.33 2012-13 Odisha, High Court 20 0.34 October 2015 to June 2017 Deputy Commissioner, CT & GST circle, Jharsuguda 21 Finance Act, 1994 Service Tax 104.92 2010-2015 CESTAT, Kolkata 22 1.73 2012-13 to 2015-16 CESTAT, Kolkata 23 7.10 2015-16 CESTAT, Kolkata 24 5.44 2016-17 and 2017-18 (Till June 30, 2017) CESTAT, Kolkata 25 3.42 Apr’11 to Sep’11 & Oct’11 to Mar’12 CESTAT, Kolkata 26 2.26 Sep. 2009 to March 2014 CESTAT, Kolkata 27 0.64 2013-14 Commissioner Appeals 28 0.25 Oct’15 to Nov’16 Commissioner (A), Bhubneshwar S. No. Name of the Statute Nature of dues Amount in ` crore Financial Year to which the amount relates Forum where the dispute is pending 29 0.50 April'16 to June'17 CESTAT, Kolkata 30 6.25 Oct 2016 to Mar 2017, 2017-18 (upto June 2017). CESTAT, Kolkata 31 Central Excise Act, 1944 Excise Duty 26.60 Sept, 2004 to February, 2010 CESTAT, Kolkata 32 3.10 March 2010 to Feb 2011 CESTAT, Kolkata 33 0.55 2009-10, 2010-11 CESTAT, Kolkata 34 0.57 Oct 13 to July 14 CESTAT, Kolkata 35 21.73 2017-18 Assistant Commissioner, GST & Central Excise, Rayagada Division 36 48.90 2017-18 and 2018-19 CESTAT , Kolkata 37 Customs Act, 1962 Customs Duty 0.10 2012-13 to 2016-17 CESTAT, Hyderabad 38 5.86 2012-13 Commissioner, Appeals, Adjudicating Authority, Visakhapatnam 39 1.81 2012-13 Commissioner, Appeals, Adjudicating Authority, Visakhapatnam 40 1.50 2014-15 CESTAT, Hyderabad 41 2.74 2008-09 High Court, Hydrabad 42 0.31 2015-16 to 2018-19 CESTAT, Kolkata 43 0.58 2019-20 CESTAT, Kolkata 44 3.77 Commissioner, Customs (Preventive), Bhubaneshwar 45 Central Sales Tax, 1956 Sales Tax 1.90 2004-16 Additional Commissioner, Sales Tax, Cuttack. 46 5.36 Oct'15 to Jun'17 Deputy Commissioner, CT & GST circle, Jharsuguda 47 0.45 2014-15 Commercial tax board, Rajasthan 48 GST Act, 2017 GST - Nov 2017 to March 2018 (Levy of GST in case of Advance Licenses wherein export precedes imports and entire amount has been paid under protest) Orissa High Court 49 33.59 Jun-17 Office of Superintendent, Jharsuguda 50 49.89 May 2018 & June 2018 Additional Commissioner, CGST, Rourkela 51 4.16 August 2020 to November 2020 Additional Commissioner of Central Tax, GST & Central Excise, Rourkela Commissionerate, Rourkela 52 33.38 July 2017 - March 2019 Additional Commissioner of Central Tax, GST & Central Excise, Rourkela Commissionerate, Rourkela 53 20.33 July 2017 - March 2019 Additional Commissioner of Central Tax, GST & Central Excise, Rourkela Commissionerate, Rourkela 54 12.13 2017-18 The Commissioner, GST & Central Excise,Rourkela 55 9.74 DGGSTI, Raipur 56 Entry Tax Entry Tax 292.88 Apr'07 to June'17 High Court of Orissa 57 182.44 2007-08 to 2012-13 High Court of Orissa 58 0.93 18th Aug'13-Mar'31, 2015 Additional commi. of commercial taxes, Sambalpur 59 7.02 Oct'15 to Jun'17 Deputy Commissioner, CT & GST circle, Jharsuguda 60 Energy Cess Energy Cess 38.28 2014-19 High Court of Orissa 526 CORPORATE OVERVIEW STATUTORY REPORTS 527 Standalone VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS S. No. Name of the Statute Nature of dues Amount in ` crore Financial Year to which the amount relates Forum where the dispute is pending 61 Income tax Act, 1961 Income tax 251.57 2008-09 to 2013-14 Commissioner of Income Tax (Appeals) 62 Income tax Act, 1961 Income tax 882.80 2007-08 to 2011-12, 2019-20 High Court 63 Income tax Act, 1961 Income tax 136.12 2004-05 to 2009-10 Income Tax Appellate Tribunal 64 Income tax Act, 1961 Income tax 205.82 2007-08 Supreme Court 65 Finance Act, 1994 Service Tax 50.68 2004-05 to 2012-13 Central Excise Service Tax Appellate Tribunal 66 Central Excise Act, 1944 Excise duty 1.39 1997-2010 Commissioner of Central Excise / Jt.Commisioner 67 Central Excise Act, 1944 Excise duty 66.01 1997-98 to 2012-13 Custom Excise Service Tax Appellate Tribunal 68 Central Excise Act, 1944 Excise duty 4.53 2000-2006 High Court 69 Value Added Tax Act,2006 Value Added Tax 7.12 1998-99 to 2014-15 High Court 70 Central Sales Tax, 1956 Sales Tax 4.25 98-99(CST) High Court 71 Value Added Tax Act,2006 Value Added Tax 43.76 2007-08 to 2014-15 Commissioner 72 Central Sales Tax, 1956 Sales Tax 16.15 2007-08 to 2014-15 Tamil Nadu Sales tax Tribunal 73 Customs Act, 1962 Custom Duty 0.18 1996-97, 2005-10, 2015 Supreme Court 74 Customs Act, 1962 Custom Duty 47.34 2005-06 to 2006-07 High Court 75 Customs Act, 1962 Custom Duty 92.76 2004-05 to 2012-13 Custom Excise Service Tax Appellate Tribunal 76 Customs Act, 1962 Custom Duty 26.25 2004-05 to 2009-10 and 2013-14 and 2019-20 Commissioner of Customs 77 GST Act, 2017 GST 2.14 2017-18 to 2021-22 Appelate authority 78 Income Tax Act, 1961 Income Tax 476.88 AY 2006-07, AY 2009-10 & AY 2010-11 & AY 2011-12 Commissioner of Income Tax (Appeals) 79 Custom Act, 1962 Customs duty on exports 89.40 FY 2015-16 to FY 2019-20 Assistant Commissioner, Marmagoa 80 Custom Act, 1962 Customs duty on exports 20.46 FY 2010-11 CESTAT, Kolkata 81 Custom Act, 1962 Customs duty on exports 1.43 FY 2010-11 CESTAT, Mumbai 82 Custom Act, 1962 Customs duty on exports 21.40 FY 2017-18 Commissioner of Customs, Goa 83 Custom Act, 1962 Customs duty on exports 0.34 FY 2018 Commissioner of Customs, Goa 84 Central Excise Act, 1944 Excise duty 13.32 FY 2011-12 & FY 2014-15 Custom Excise and Service tax Appellate Tribunal, Mumbai 85 Central Excise Act, 1944 Excise duty 6.95 FY 2009-13 Commissioner, Bhubaneswar 86 Finance Act, 1994 Service tax 27.84 FY 2015-2016 to FY 2016-18 Assistant Commissioner (Central Tax) Audit, Bengaluru 87 Finance Act, 1994 Service tax 5.52 FY 2009-10 CESTAT, Bengaluru 88 Finance Act, 1994 Service tax 23.51 FY 2016-17 High Court, Goa 89 Finance Act, 1994 Service tax 18.55 FY 2016-17 Directorate General of Goods & Service Tax Intelligance, Goa Unit 90 Central Sales Tax, 1956 Sales tax 5.48 FY 2013-14,15-16, 16-17, 17-18 Additional Commissioner of Commercial Tax, Goa 91 Central Sales Tax, 1956 Sales tax 6.40 FY 2014-15 Additional Commissioner of Sales Tax (Appeal) 92 Central Sales Tax, 1956 Sales tax 0.45 FY 2009-10 Goa VAT Tribunal 93 Central Sales Tax, 1956 Sales tax 1.96 FY 2009-10 Karnataka High Court S. No. Name of the Statute Nature of dues Amount in ` crore Financial Year to which the amount relates Forum where the dispute is pending 94 Central Sales Tax, 1956 Sales tax 1.39 FY 2008-12 VAT Tribunal, Odisha 95 Foreign Development Tax & Foreign Development Fund Forest Development tax 471.67 FY 2008 to till date Supreme Court 96 Goa Rural Improvement & Welfare Cess Act, 2000 Cess 148.54 FY 2010 to till date Supreme Court & High court of Bombay at Goa. 97 MMRDA Royalty 110.16 FY 2013-14 Department of Mines & Geology 98 MMRDA Forest lease rent 0.08 FY 2009 HC of Karnataka 99 Railways Act 1971 and wagon investment scheme Stacking and Warfare charge 4.09 FY 2010 High Court Of Calcutta 100 GST Act, 2017 GST 3.80 FY 2018-19 HC of Karnataka 101 Custom Act, 1962 Customs duty on exports 100.37 FY 2022-23 Commissioner( Appeals) of Customs, Guntur 102 Income Tax Act 1961 Income Tax 1,140.00 FY 2014-15 Income Tax Appellate Tribunal 528 CORPORATE OVERVIEW STATUTORY REPORTS 529 Standalone VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS ANNEXURE-2 to the Independent Auditor’s 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 with reference to the standalone financial statements of Vedanta Limited (“the Company”) as of 31 March 2024 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s 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 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 Company's internal financial controls 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 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 with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls 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 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 is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to these standalone financial statements. Meaning of Internal Financial Controls With Reference to these Financial Statements A company's internal financial control 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 company's internal financial control 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 company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls With Reference to these Standalone Financial Statements Because of the inherent limitations of internal financial controls 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 with reference to these standalone financial statements to future periods are subject to the risk that the internal financial controls 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 with reference to these standalone financial statements and such internal financial controls with reference to these standalone financial statements were operating effectively as at 31 March 2024 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: 25 April 2024 UDIN: 24093649BKGPPX5245 530 CORPORATE OVERVIEW STATUTORY REPORTS 531 Standalone VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS BALANCE SHEET As at 31 March 2024 (C in crore) Particulars Note As at 31 March 2024 As at 31 March 2023* ASSETS Non-current assets Property, Plant and Equipment 5 43,642 40,649 Capital work-in-progress 5 8,835 10,494 Intangible assets 5 1,176 834 Exploration intangible assets under development 5 2,298 2,094 Financial assets Investments 6A 59,902 59,872 Trade receivables 7 673 847 Loans 8 517 126 Derivatives 22 3 - Others 9 1,693 2,114 Deferred tax assets (net) 35 - 5,910 Income tax assets (net) 35 3,496 1,753 Other non-current assets 10 2,691 2,046 Total non-current assets 1,24,926 1,26,739 Current assets Inventories 11 6,946 8,217 Financial assets Investments 6B 256 4,973 Trade receivables 7 1,864 1,694 Cash and cash equivalents 12 1,488 5,147 Other bank balances 13 654 318 Loans 8 1,227 507 Derivatives 22 131 98 Others 9 9,656 7,240 Income tax assets (net) - 190 Other current assets 10 3,365 4,717 Total current assets 25,587 33,101 Total Assets 1,50,513 1,59,840 EQUITY AND LIABILITIES Equity Equity share capital 14 372 372 Other equity 15 65,164 69,476 Total Equity 65,536 69,848 Liabilities Non-current liabilities Financial liabilities Borrowings 17A 28,320 32,606 Lease liabilities 21 212 51 Derivatives 22 - 20 Provisions 24 1,313 1,373 Deferred tax liabilities (net) 35 1,889 - Other non-current liabilities 23 3,129 2,364 Total non-current liabilities 34,863 36,414 Current liabilities Financial liabilities Borrowings 17B 13,912 9,417 Lease liabilities 21 131 46 Operational buyers' credit / suppliers' credit 19 12,072 10,485 Trade payables 18 (a) Total outstanding dues of micro and small enterprises 152 218 (b) Total outstanding dues of creditors other than micro and small enterprises 4,878 5,436 Derivatives 22 73 151 Other financial liabilities 20 11,211 18,425 Other current liabilities 23 6,942 9,225 Provisions 24 137 129 Income tax liabilities (net) 606 46 Total current liabilities 50,114 53,578 Total Equity and Liabilities 1,50,513 1,59,840 *Restated, refer note 3(d)(i) STATEMENT OF PROFIT AND LOSS For the year ended 31 March 2024 (C in Crore, except otherwise stated) Particulars Note Year ended 31 March 2024 Year ended 31 March 2023* Revenue from operations 28 69,663 67,193 Other operating income 29 1,094 887 Other income 30 5,551 21,262 Total Income 76,308 89,342 Expenses: Cost of materials consumed 29,300 27,619 Purchases of stock-in-trade 791 173 Changes in inventories of finished goods, work-in-progress and stock-in-trade 31 308 581 Power and fuel charges 12,372 17,019 Employee benefits expense 26 1,080 926 Finance costs 32 5,679 4,384 Depreciation, depletion and amortisation expense 5 3,789 3,661 Other expenses 33 14,327 12,322 Total expenses 67,646 66,685 Profit before exceptional items and tax 8,662 22,657 Net exceptional gain/ (loss) 34 5,073 (3,780) Profit before tax 13,735 18,877 Tax expense/(benefit): 35 Other than exceptional items Net current tax expense 1,175 3,790 Net deferred tax benefit, including tax credits (108) (4,033) Exceptional items Net current tax benefit (1,819) (1,471) Net deferred tax expense/ (benefit) 7,864 (668) Net tax expense/ (benefit) 7,112 (2,382) Net profit after tax (A) 6,623 21,259 Net profit after tax before exceptional items (net of tax) 7,595 22,900 Other comprehensive income Items that will not be reclassified to profit or loss Re-measurements loss of defined benefit plans (14) (15) Tax benefit 7 6 Loss on FVOCI equity investment (17) (37) (24) (46) Items that will be reclassified to profit or loss Net (loss)/ gain on cash flow hedges recognised during the year (32) 2,418 Tax benefit/ (expense) 8 (846) Net loss on cash flow hedges recycled to statement of profit and loss (51) (2,554) Tax benefit 13 893 Exchange differences on translation 90 518 Tax benefit 7 36 35 465 Total other comprehensive income for the year (B) 11 419 Total comprehensive income for the year (A+B) 6,634 21,678 Earnings per share (in C) - Basic & Diluted 36 17.80 57.15 *Restated, refer note 3(d)(i) See accompanying notes to the financial statements As per our report of even date For and on behalf of the Board of Directors For S.R. Batliboi & Co. LLP Navin Agarwal Arun Misra Chartered Accountants ICAI Firm Registration No. 301003E/E300005 Executive Vice-Chairman and Whole-Time Director Executive Director (Whole-Time Director) DIN 00006303 DIN 01835605 Place: Mumbai Place: New Delhi per Vikas Pansari Ajay Goel Prerna Halwasiya Partner Chief Financial Officer Company Secretary and Compliance Officer Membership No: 093649 PAN AEAPG8383C ICSI Membership No. A20856 Place: Mumbai Place: New Delhi Place: New Delhi Date: 25 April 2024 Date: 25 April 2024 See accompanying notes to the financial statements As per our report of even date For and on behalf of the Board of Directors For S.R. Batliboi & Co. LLP Navin Agarwal Arun Misra Chartered Accountants ICAI Firm Registration No. 301003E/E300005 Executive Vice-Chairman and Whole-Time Director Executive Director (Whole-Time Director) DIN 00006303 DIN 01835605 Place: Mumbai Place: New Delhi per Vikas Pansari Ajay Goel Prerna Halwasiya Partner Chief Financial Officer Company Secretary and Compliance Officer Membership No: 093649 PAN AEAPG8383C ICSI Membership No. A20856 Place: Mumbai Place: New Delhi Place: New Delhi Date: 25 April 2024 Date: 25 April 2024 532 CORPORATE OVERVIEW STATUTORY REPORTS 533 Standalone VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023* CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax 13,735 18,877 Adjustments for: Depreciation, depletion and amortisation 3,810 3,703 Impairment charge/(reversal) on property, plant and equipment/ Capital work-in-progress (CWIP)/ Other assets written off (net) (Refer note 34) 328 8,115 Reversal of impairment on investments (Refer note 34) (2,146) (4,694) Net exceptional loss/ (gain) on sale of long term investments in subsidiary (Refer note 34(b)) 33 (183) Other exceptional items (Refer note 34) (3,287) - Provision for doubtful advances/ expected credit loss/ bad debts written off 206 436 Liabilities written back (71) (62) Exploration costs written off 786 315 Fair Value gain on financial assets held at fair value through profit or loss (13) (44) Loss on sale/ discard of property, plant and equipment 52 21 Foreign exchange loss (net) 80 251 Unwinding of discount on decommissioning liability 51 30 Share based payment expense 41 48 Interest income (414) (348) Dividend income (4,966) (20,711) Interest expense 5,628 4,354 Deferred government grant (84) (81) Changes in Working Capital (Increase)/decrease in trade and other receivables (809) 204 Decrease in inventories 1,167 377 (Decrease)/ increase in trade and other payable (355) 4,911 Cash generated from operations 13,772 15,519 Income taxes paid (net) (237) (3,028) Net cash generated from operating activities 13,535 12,491 CASH FLOWS FROM INVESTING ACTIVITES Investment made in subsidiaries (Refer note 39) (76) - Purchases of property, plant and equipment (including intangibles, CWIP, capital advances and capital creditors) (6,377) (6,645) Proceeds from sale of property, plant and equipment 74 41 Loans given to related parties (Refer note 39) (2,090) (543) Loans repaid by related parties (Refer note 39) 778 475 Deposits made (1,015) (889) Proceeds from redemption of deposits 558 1,439 Short term investments made (16,164) (50,153) Proceeds from sale of short-term investments 17,702 48,995 Interest received 411 346 Dividends received 4,966 20,711 Payment made to site restoration fund (110) (60) Purchase of long term investments (Refer note 39) (101) (70) Proceeds from sale of long term investments 8 - Redemption of OCRPS/ Buy back of shares by subsidiary 7,609 2,665 Net cash generated from investing activities 6,173 16,312 STATEMENT OF CASH FLOWS For the year ended 31 March 2024 (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023* CASH FLOWS FROM FINANCING ACTIVITIES Repayment of short-term borrowings (net) (220) (900) Proceeds from current borrowings 2,947 9,583 Repayment of current borrowings (4,238) (12,247) Proceeds from long-term borrowings 9,269 15,333 Repayment of long-term borrowings (6,469) (6,593) Interest paid (6,022) (4,369) Payment of dividends to equity holders of the Company, net of taxes (18,572) (29,959) Payment of lease liabilities (62) (22) Net cash used in financing activities (23,367) (29,174) Net decrease in cash and cash equivalents (3,659) (371) Cash and cash equivalents at the beginning of the year 5,147 5,518 Cash and cash equivalents at the end of the year (Refer note 12) 1,488 5,147 *Restated, refer note 3(d)(i) Notes: 1. The figures in parentheses indicate outflow. 2. The above cash flow has been prepared under the "Indirect Method" as set out in Indian Accounting Standard (Ind AS) 7 - Statement of Cash Flows STATEMENT OF CASH FLOWS For the year ended 31 March 2024 See accompanying notes to the financial statements As per our report of even date For and on behalf of the Board of Directors For S.R. Batliboi & Co. LLP Navin Agarwal Arun Misra Chartered Accountants ICAI Firm Registration No. 301003E/E300005 Executive Vice-Chairman and Whole-Time Director Executive Director (Whole-Time Director) DIN 00006303 DIN 01835605 Place: Mumbai Place: New Delhi per Vikas Pansari Ajay Goel Prerna Halwasiya Partner Chief Financial Officer Company Secretary and Compliance Officer Membership No: 093649 PAN AEAPG8383C ICSI Membership No. A20856 Place: Mumbai Place: New Delhi Place: New Delhi Date: 25 April 2024 Date: 25 April 2024 534 CORPORATE OVERVIEW STATUTORY REPORTS 535 Standalone VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS A. Equity Share Capital Equity shares of C 1 each issued, subscribed and fully paid up Number of shares (in crore) Amount (C in crore) As at 31 March 2024, 31 March 2023 and 31 March 2022* 372 372 *There are no prior period errors for the years ended 31 March 2023 and 31 March 2022. B. Other Equity (C in crore) Particulars Reserves and surplus Items of Other Comprehensive Income Capital reserve Securities premium Retained earnings Other reserves (Refer below) Equity instruments through OCI Hedging reserve Foreign currency translation reserve Total other equity Balance as at 01 April 2022 26,027 19,009 14,140 15,852 108 114 2,027 77,277 Profit for the year** - - 21,259 - - - - 21,259 Other comprehensive income for the year, net of tax - - (9) - (37) (89) 554 419 Total comprehensive income for the year - - 21,250 - (37) (89) 554 21,678 Recognition of share based payment - - - 85 - - - 85 Stock options cancelled during the year - - 8 (15) - - - (7) Exercise of stock options - - (80) (38) - - - (118) Reserves arising on account of ACPL Merger** 8,133 - - - - - - 8,133 Transfer from Retained earnings to Capital reserve on ACPL merger** (8,133) - 8,133 - - - - - Dividends (net of tax) (Refer note 37) - - (37,572) - - - - (37,572) Balance as at 31 March 2023** 26,027 19,009 5,879 15,884 71 25 2,581 69,476 Profit for the year - - 6,623 - - - - 6,623 Other comprehensive income for the year, net of tax - - (7) - (17) (62) 97 11 Total comprehensive income for the year - - 6,616 - (17) (62) 97 6,634 Recognition of share based payment - - - 92 - - - 92 Exercise of stock options - - (32) (47) - - - (79) Dividends (Refer note 37) - - (10,959) - - - - (10,959) Balance as at 31 March 2024 26,027 19,009 1,504 15,929 54 (37) 2,678 65,164 **Restated, refer note 3(d)(i) STATEMENT OF CHANGES IN EQUITY For the year ended 31 March 2024 Other reserves comprise: (C in crore) Particulars Capital redemption reserve Preference share redemption reserve Amalgamation Reserve General reserve Share Based Payment Reserve Total Balance as at 01 April 2022 38 3,087 3 12,587 137 15,852 Recognition of share based payment - - - - 85 85 Stock options cancelled during the year - - - - (15) (15) Exercise of stock options - - - - (38) (38) Balance as at 31 March 2023 38 3,087 3 12,587 169 15,884 Recognition of share based payment - - - - 92 92 Exercise of stock options - - - - (47) (47) Balance as at 31 March 2024 38 3,087 3 12,587 214 15,929 STATEMENT OF CHANGES IN EQUITY For the year ended 31 March 2024 See accompanying notes to the financial statements As per our report of even date For and on behalf of the Board of Directors For S.R. Batliboi & Co. LLP Navin Agarwal Arun Misra Chartered Accountants ICAI Firm Registration No. 301003E/E300005 Executive Vice-Chairman and Whole-Time Director Executive Director (Whole-Time Director) DIN 00006303 DIN 01835605 Place: Mumbai Place: New Delhi per Vikas Pansari Ajay Goel Prerna Halwasiya Partner Chief Financial Officer Company Secretary and Compliance Officer Membership No: 093649 PAN AEAPG8383C ICSI Membership No. A20856 Place: Mumbai Place: New Delhi Place: New Delhi Date: 25 April 2024 Date: 25 April 2024 536 CORPORATE OVERVIEW STATUTORY REPORTS 537 Standalone VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 1 Company Overview Vedanta Limited (“the Company”) (CIN: L13209MH1965PLC291394) is a diversified natural resource company engaged in exploring, extracting and processing minerals and oil and gas. The Company engages in the exploration, production and sale of oil and gas, aluminium, copper, iron ore and power. The Company was incorporated on 08 September 1975 under the laws of the Republic of India. The registered office of the Company is situated at 1st Floor, ‘C’ wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (East), Mumbai-400093, Maharashtra. The Company’s shares are listed on National Stock Exchange ("NSE") and Bombay Stock Exchange ("BSE") in India. In June 2007, the Company completed its initial public offering of American Depositary Shares, or ADS, each representing four equity shares, and listed its ADSs on the New York Stock Exchange ("NYSE"). The ADSs of the Company have been delisted from NYSE effective close of trading on NYSE on 08 November 2021. The Company has been deregistered from SEC under the Exchange Act effective 01 March 2023. The Company is majority owned by Twin Star Holdings Limited (“Twin Star”), Finsider International Company Limited (“Finsider”), Vedanta Holdings Mauritius II Limited ("VHM2L"), Vedanta Holdings Mauritius Limited ("VHML"), Welter Trading Limited (“Welter”) and Vedanta Netherlands Investments BV (“VNIBV”) which are in turn wholly-owned subsidiaries of Vedanta Resources Limited ("VRL"), a company incorporated in the United Kingdom. VRL, through its subsidiaries, held 61.95% (31 March 2023: 68.11%) of the Company's equity as at 31 March 2024. Details of Company’s various businesses are as follows: • The Company’s oil and gas business consists of business of exploration and development and production of oil and gas. • The Company’s iron ore business consists of iron ore exploration, mining and processing of iron ore, pig iron and metallurgical coke. The Company has iron ore mining operations in the States of Goa and Karnataka. Pursuant to Honourable Supreme Court of India order, mining operations in the state of Goa were suspended. During the previous year, the Government of Goa has initiated auction of mines in which the Company has participated. The Company has been declared as the principal bidder for the Bicholim mine and has received the Letter of Intent (LoI) from the Government of Goa. During the current year, the Company has received environment clearance from Ministry of Environment, Forest and Climate Change ("MoEFCC") and Consent to Operate ("CTO") from Goa State Pollution Board followed by commencement of operations in March 2024. • The Company’s copper business is principally one of custom smelting and includes captive power plants at Tuticorin in Southern India. The Company's copper business in Tamil Nadu, India has received an order from the Tamil Nadu Pollution Control Board (“TNPCB”) on 09 April 2018, rejecting the Company’s application for renewal of consent to operate under the Air and Water Acts for the 400,000 tpa copper smelter plant in Tuticorin for want of further clarification and consequently the operations were suspended. The Company has filed an appeal with TNPCB Appellate authority against the said order. During the pendency of the appeal, TNPCB through its order dated 23 May 2018 ordered for disconnection of electricity supply and closure of copper smelter plant. Post such order, the state government on 28 May 2018 ordered the permanent closure of the plant. The Company has filed a writ petition before the Madras High Court challenging the various orders passed against the Company in FY 2018 and FY 2013. On 18 August 2020, the Madras High Court delivered the judgement wherein it dismissed all the Writ Petitions filed by the Company. Thereafter, the Company has approached the Supreme Court and challenged the said High Court order by way of a Special Leave Petition ("SLP"). During the year ended 31 March 2024, the Hon'ble Supreme Court, after hearing the Parties to the proceedings has dismissed the SLP filed by the Company vide judgment dated 29 February 2024. (Refer note 3(c)(A)(ii)). Further, the Company’s copper business includes refinery and rod plant Silvassa consisting of a 133,000 MT of blister/ secondary material processing plant, a 216,000 tpa copper refinery plant and a copper rod mill with an installed capacity of 258,000 tpa. The plant continues to operate as usual, catering to the domestic market. • The Company’s aluminium business include a refinery and captive power plant at Lanjigarh, a smelter and captive power plants at Jharsuguda and coal mines at Jamkhani, all situated in the State of Odisha in Eastern India. • The Company’s power operations include a thermal coal-based commercial power facility of 600 MW at Jharsuguda in the State of Odisha in Eastern India and a 1,200 MW (two units of 600 MW each) thermal coal-based power plant in the State of Chhattisgarh in Eastern India. Besides the above, the Company has business interest in zinc, lead, silver, iron ore, steel, ferro alloys, semiconductor, display and other products and services through its subsidiaries in India and overseas. These are the Company’s separate financial statements. 2 Basis of preparation and basis of measurement of financial statements These financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, presentation requirement of Division II of schedule III and other relevant provisions of the Companies Act, 2013 ("the Act") (as amended from time to time), guidelines issued by the Securities and Exchange Board of India (“SEBI”) and Guidance Note on Accounting for Oil and Gas Producing Activities issued by the Institute of Chartered Accountants of India. These financial statements have been prepared in accordance with the accounting policies, set out below and were consistently applied to all periods presented unless otherwise stated. The Company has identified 12 months as its operating cycle for the classification of assets and liabilities into current and non-current. These financial statements are approved for issue by the Board of Directors on 25 April 2024. The revision to these financial statements is permitted by the Board of Directors after obtaining necessary approvals or at the instance of regulatory authorities as per provisions of the Act. All financial information presented in Indian Rupee has been rounded off to the nearest crore except when indicated otherwise. Amounts less than C 0.50 crore have been presented as “0”. The financial statements have been prepared on a going concern basis using historical cost convention and on an accrual method of accounting, except for certain financial assets and liabilities which are measured at fair value as explained in the accounting policies below. The Company has availed long term debt (Refer Note 17A and 17B). In the unlikely event, VRL (together with its subsidiaries) ceases to hold more than 50.1% stake in the Company, C 40,423 crore of the Company’s outstanding long-term debt would become repayable on demand. Management basis assessment of free cash flows, its ability to refinance existing debt and other strategic initiatives, considers the same as remote. 3 a) Material accounting policies (A) Revenue recognition • Sale of goods/rendering of services (including revenue from contracts with customers) The Company's revenue from contracts with customers is mainly from the sale of oil and gas, aluminium, copper, iron ore and power. Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer as per terms of contract, which usually is on delivery of the goods to the shipping agent at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Revenue is recognised net of discounts, volume rebates, outgoing sales taxes/ goods and service tax and other indirect taxes. Revenues from sale of by- products are included in revenue. Certain of the Company's sales contracts provide for provisional pricing based on the price on the London Metal Exchange (LME) and crude index, as specified in the contract. Revenue in respect of such contracts is recognised when control passes to the customer and is measured at the amount the entity expects to be entitled – being the estimate of the price expected to be received at the end of the measurement period. Post transfer of control of goods, provisional pricing features are accounted in accordance with Ind AS 109 ‘Financial Instruments’ rather than Ind AS 115 Revenue from contracts with customers and therefore the Ind AS 115 rules on variable consideration do not apply. These ‘provisional pricing’ adjustments, i.e., the consideration adjusted post transfer of control are included in total revenue from operations on the face of the statement of profit and loss and disclosed by way of note to the financial statements. Final settlement of the price is based on the applicable price for a specified future period. The Company’s provisionally priced sales are marked to market using the relevant forward prices for the future period specified in the contract and is adjusted in revenue. Revenue from oil, gas and condensate sales represent the Company’s share in the revenue from sale of such products, by the joint operations, and is recognised as and when control in these products gets transferred to the customers. In computing its share of revenue, the Company excludes government’s share of profit oil which gets accounted for when the obligation in respect of the same arises. 538 539 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 Revenue from sale of power is recognised when delivered and measured based on rates as per bilateral contractual agreements with buyers and at a rate arrived at based on the principles laid down under the relevant Tariff Regulations as notified by the regulatory bodies, as applicable. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is received. The advance payments received plus a specified rate of return/ discount, at the prevailing market rates, is settled by supplying respective goods over a period of up to twenty four months under an agreed delivery schedule as per the terms of the respective agreements. As these are contracts that the Company expects, and has the ability, to fulfil through delivery of a non-financial item, these are presented as advance from customers and are recognised as revenue as and when control of respective commodities is transferred to customers under the agreements. The fixed rate of return/ discount is treated as finance cost. The portion of the advance where either the Company does not have a unilateral right to defer settlement beyond 12 months or expects settlement within 12 months from the balance sheet date is classified as a current liability. • Interest income Interest income from debt instruments is recognised using the effective interest rate method. • Dividends Dividend income is recognised in the statement of profit and loss only when the right to receive payment is established, provided it is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably. (B) Property, plant and equipment i) Mining properties and leases When a decision is taken that a mining property is viable for commercial production (i.e., when the Company determines that the mining property will provide sufficient and sustainable return relative to the risks and the Company decided to proceed with the mine development), all further pre- production primary development expenditure other than that on land, buildings, plant, equipment and capital work in progress is capitalised as property, plant and equipment under the heading “Mining properties and leases” together with any amount transferred from “Exploration and evaluation” assets. The costs of mining properties and leases, include the costs of acquiring and developing mining properties. The stripping costs incurred during the production phase of a surface mine is deferred to the extent the current period stripping cost exceeds the average period stripping cost over the life of mine and recognised as an asset if such cost provides a benefit in terms of improved access to ore in future periods and certain criteria are met. When the benefit from the stripping costs are realised in the current period, the stripping costs are accounted for as the cost of inventory. If the costs of inventory produced and the stripping activity asset are not separately identifiable, a relevant production measure is used to allocate the production stripping costs between the inventory produced and the stripping activity asset. The Company uses the expected volume of waste compared with the actual volume of waste extracted for a given value of ore/mineral production for the purpose of determining the cost of the stripping activity asset. Deferred stripping costs are included in mining properties within property, plant and equipment and disclosed as a part of mining properties. After initial recognition, the stripping activity asset is depreciated on a unit of production method over the expected useful life of the identified component of the ore body. In circumstances where a mining property is abandoned, the cumulative capitalised costs relating to the property are written off in the period in which it occurs i.e. when the Company determines that the mining property will not provide sufficient and sustainable returns relative to the risks and the Company decides not to proceed with the mine development. Commercial reserves are proved and probable reserves as defined by the 'JORC' Code, 'MORC' code or 'SAMREC' Code. Changes in the commercial reserves affecting unit of production calculations are dealt with prospectively over the revised remaining reserves. ii) Oil and gas assets- (developing/producing assets) For oil and gas assets, a "successful efforts" based accounting policy is followed. Costs incurred prior to obtaining the legal rights to explore an area are expensed immediately to the statement of profit and loss. All costs incurred after the technical feasibility and commercial viability of producing hydrocarbons has been demonstrated are capitalised within property, plant and equipment - development/ producing assets on a field-by-field basis. Subsequent expenditure is capitalised only where it either enhances the economic benefits of the development/producing asset or replaces part of the existing development/producing asset. Any remaining costs associated with the part replaced are expensed. Net proceeds from any disposal of development/ producing assets are credited against the previously capitalised cost. A gain or loss on disposal of a development/producing asset is recognised in the statement of profit and loss to the extent that the net proceeds exceed or are less than the appropriate portion of the net capitalised costs of the asset. iii) Other property, plant and equipment The initial cost of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes, and any directly attributable costs of bringing an asset to working condition and location for its intended use. It also includes the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Subsequently, property plant and equipment is measured at cost less accumulated depreciation and accumulated impairment losses, if any. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. All other expenses on existing property, plant and equipment, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset or disposal. Gains and losses on disposal of an item of property, plant and equipment is included in the statement of profit and loss when the asset is derecognised. Major inspection and overhaul expenditure is capitalised, if the recognition criteria are met. iv) Assets under construction Assets under construction are capitalised in the assets under construction account. At the point when an asset is capable of operating in the manner intended by management, the cost of construction is transferred to the appropriate category of property, plant and equipment. Costs associated with the commissioning of an asset and any obligatory decommissioning costs are capitalised until the period of commissioning has been completed and the asset is ready for its intended use. Capital work in progress is carried at cost less accumulated impairment losses, if any. v) Depreciation, depletion and amortisation expense Mining properties and other assets in the course of development or construction and freehold land are not depreciated or amortised. • Mining properties The capitalised mining properties are amortised on a unit-of-production basis over the total estimated remaining commercial proved and probable reserves of each property or group of properties and are subject to impairment review. Costs used in the unit of production calculation comprise the net book value of capitalised costs plus the estimated future capital expenditure required to access the commercial reserves. Changes in the estimates of commercial reserves or future capital expenditure are dealt with prospectively. • Oil and gas producing facilities All expenditures carried within each field are amortised from the commencement of production on a unit of production basis, which is the ratio of oil and gas production in the period to the estimated quantities of depletable reserves at the end of the period plus the production in the period, generally on a field-by-field basis or group of fields which are reliant on common infrastructure. Depletable reserves are proved reserves for acquisition costs and proved and developed reserves for successful exploratory wells, development wells, processing facilities, 540 541 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 distribution assets, estimated future abandonment cost and all other related costs. These assets are depleted within each cost centre. Reserves for this purpose are considered on working interest basis which are reassessed atleast annually. Impact of changes to reserves are accounted for prospectively. • Other assets Depreciation on other property, plant and equipment is calculated using the straight-line method (SLM) to allocate their cost, net of their residual values, over their estimated useful lives (determined by the management) as given below. Management's assessment takes into account, inter alia, the nature of the assets, the estimated usage of the assets, the operating conditions of the assets, past history of replacement and maintenance support. Estimated useful lives of assets are as follows: Asset Useful Life (in years) Buildings (Residential, factory etc.) 3-60 Plant and equipment 15-40 Railway siding 15 Office equipment 3-6 Furniture and fixture 8-10 Vehicles 8-10 Major inspection and overhaul costs are depreciated over the estimated life of the economic benefit to be derived from such costs. The carrying amount of the remaining previous overhaul cost is charged to the statement of profit and loss if the next overhaul is undertaken earlier than the previously estimated life of the economic benefit. The Company reviews the residual value and useful life of an asset at least at each financial year-end. The Company considers climate-related matters, including physical and transition risks in its assessment of expected useful lives and estimated residual values. If expectations differ from previous estimates, the change is accounted for as a change in accounting estimate. (C) Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Subsequently, intangible assets are measured at cost less accumulated amortisation and accumulated impairment losses, if any. Mining rights include the cost incurred for mines such as stamp duty, registration fees and other such costs together with cost incurred on development of mining rights and other related cost of mines transferred from “Exploration intangible assets under development”. Intangible assets are amortised over their estimated useful life on a straight line basis. Software is amortised over the estimated useful life ranging from 2-5 years. Amounts paid for securing mining rights are amortised over the period of the mining lease ranging from 16-25 years. Gains or losses arising from derecognition of an intangible asset are recognised in the statement of profit and loss when the asset is derecognised. The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected useful life of the asset is different from previous estimates, the change is accounted for prospectively as a change in accounting estimate. (D) Exploration and evaluation intangible assets Exploration and evaluation expenditure incurred prior to obtaining the mining right or the legal right to explore are expensed as incurred. Exploration and evaluation expenditure incurred after obtaining the mining right or the legal right to explore are capitalised as exploration and evaluation assets (intangible assets) and stated at cost less impairment, if any. Exploration and evaluation intangible assets are transferred to the appropriate category of property, plant and equipment when the technical feasibility and commercial viability has been determined. Exploration intangible assets under development are assessed for impairment and impairment loss, if any, is recognised prior to reclassification. Exploration expenditure includes all direct and allocated indirect expenditure associated with finding specific mineral resources which includes depreciation and applicable operating costs of related support equipment and facilities and other costs of exploration activities: • Acquisition costs - costs associated with acquisition of licenses and rights to explore, including related professional fees. • General exploration costs - costs of surveys and studies, rights of access to properties to conduct those studies (e.g., costs incurred for environment clearance, defence clearance, etc.), and salaries and other expenses of geologists, geophysical crews and other personnel conducting those studies. • Costs of exploration drilling and equipping exploration and appraisal wells. Exploration expenditure incurred in the process of determining oil and gas exploration targets is capitalised within "Exploration and evaluation assets" (intangible assets) and subsequently allocated to drilling activities. Exploration drilling costs are initially capitalised on a well-by-well basis until the success or otherwise of the well has been established. The success or failure of each exploration effort is judged on a well-by-well basis. Drilling costs are written off on completion of a well unless the results indicate that hydrocarbon reserves exist and there is a reasonable prospect that these reserves are commercial. Following appraisal of successful exploration wells, if commercial reserves are established and technical feasibility for extraction demonstrated, then the related capitalised exploration costs are transferred into a single field cost centre within property, plant and equipment - development/producing assets (oil and gas properties) after testing for impairment. Where results of exploration drilling indicate the presence of hydrocarbons which are ultimately not considered commercially viable, all related costs are written off to the statement of profit and loss. Expenditure incurred on the acquisition of a license interest is initially capitalised on a license-by-license basis. Costs are held, undepleted, within exploration and evaluation assets until such time as the exploration phase on the license area is complete or commercial reserves have been discovered. Net proceeds from any disposal of an exploration asset are initially credited against the previously capitalised costs. Any surplus/ deficit is recognised in the statement of profit and loss. (E) Impairment of non-financial assets Impairment charges and reversals are assessed at the level of cash-generating units. The Company assesses at each reporting date, whether there is an indication that an asset may be impaired. The Company conducts an internal review of asset values annually, which is used as a source of information to assess for any indications of impairment or reversal of previously recognised impairment losses. Internal and external factors, such as worse economic performance than expected, changes in expected future prices, costs and other market factors are also monitored to assess for indications of impairment or reversal of previously recognised impairment losses. If any such indication exists then an impairment review is undertaken and the recoverable amount is calculated, as the higher of fair value less costs of disposal and the asset's value in use. Fair value less costs of disposal is the price that would be received to sell the asset in an orderly transaction between market participants and does not reflect the effects of factors that may be specific to the company and not applicable to entities in general. Fair value for mineral and oil and gas assets is generally determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset, including any expansion prospects, and its eventual disposal, using assumptions that an independent market participant may take into account. These cash flows are discounted at an appropriate post tax discount rate to arrive at the net present value. Value in use is determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset in its present form and its eventual disposal. The cash flows are discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted. Value in use is determined by applying assumptions specific to the Company's continued use and cannot take into account future development. These assumptions are different to those used in calculating fair value and consequently the value in use calculation is likely to give a different result to a fair value calculation. The Company assesses whether climate risks, including physical risks and transition risks could have a significant impact. If so, these risks are included in the cash-flow forecasts in assessing value in use amounts. The carrying amount of the CGU is determined on a basis consistent with the way the recoverable amount of the CGU is determined. If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss. 542 543 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 Any reversal of the previously recognised impairment loss is limited to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had previously been recognised. Exploration and evaluation assets: In assessing whether there is any indication that an exploration and evaluation asset may be impaired, the Company considers, as a minimum, the following indicators: • The period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; • substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; • exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area; • sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale; and • reserve information prepared annually by external experts. When a potential impairment is identified, an assessment is performed for each area of interest in conjunction with the group of operating assets (representing a cash-generating unit) to which the exploration and evaluation assets is attributed. Exploration areas in which reserves have been discovered but require major capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is underway or planned. To the extent that capitalised expenditure is no longer expected to be recovered, it is charged to the statement of profit and loss. (F) Financial instruments (i) Financial assets – recognition and subsequent measurement All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset. Trade receivables that do not contain a significant financing component are measured at transaction price as per Ind AS 115. For purposes of subsequent measurement, financial assets are classified in three categories: • Financial assets at amortised cost After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. • Financial assets at fair value through other comprehensive income (FVOCI) Debt instruments included within the FVOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognised in other comprehensive income (OCI). However, interest income, impairment losses and reversals and foreign exchange gain or loss are recognised in the statement of profit and loss. On derecognition of the asset, cumulative gain or loss previously recognised in other comprehensive income is reclassified from the equity to statement of profit and loss. Interest earned whilst holding fair value through other comprehensive income debt instrument is reported as interest income using the EIR method. For equity instruments, the Company may make an irrevocable election to present subsequent changes in the fair value in OCI. The Company makes such election on an instrument-by-instrument basis. If the Company decides to classify an equity instrument as at FVOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to the statement of profit and loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity. • Financial assets at fair value through profit or loss (FVTPL) Any debt instrument, which does not meet the criteria for categorisation as at amortised cost or as FVOCI, is classified as at FVTPL. In addition, the Company may elect to designate a debt instrument, which otherwise meets amortised cost or FVOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’). The Company has not designated any debt instrument at FVTPL. Any equity instrument in the scope of Ind AS 109 are is measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS 103 applies are classified as at FVTPL. Further, the provisionally priced trade receivables are marked to market using the relevant forward prices for the future period specified in the contract and is adjusted in revenue. (ii) Impairment of financial assets The Company follows 'simplified approach' for recognition of impairment loss allowance on trade receivables, contract assets and lease receivables. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. At each reporting date, for recognition of impairment loss on other financial assets and risk exposure, the Company determines whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the Company reverts to recognising impairment loss allowance based on 12-month ECL. ECL impairment loss allowance (or reversal) recognised during the year is recognised as income/ expense in the statement of profit and loss. The balance sheet presentation for various financial instruments is described below: a) Financial assets measured at amortised cost: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets. The Company does not reduce impairment allowance from the gross carrying amount. b) Debt instruments measured at FVOCI: Since financial assets are already reflected at fair value, impairment allowance is not further reduced from its value. Rather, ECL amount is presented as 'accumulated impairment amount' in the OCI. For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis. The Company does not have any purchased or originated credit-impaired (POCI) financial assets, i.e., financial assets which are credit impaired on purchase/ origination. (iii) Financial liabilities – Recognition and Subsequent measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, or as loans, borrowings and payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of financial liabilities at amortised cost, net of directly attributable transaction costs. The Company’s financial liabilities include trade and other payables, loans and borrowings, financial guarantee contracts and derivative financial instruments. 544 545 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 The measurement of financial liabilities depends on their classification, as described below: • Financial liabilities at fair value through profit or loss (FTVPL) Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement of profit and loss. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognised in OCI. These gains/losses are not subsequently transferred to statement of profit and loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss. The Company has not designated any financial liability at fair value through profit or loss. Further, the provisionally priced trade payables are marked to market using the relevant forward prices for the future period specified in the contract and is adjusted in costs. • Financial liabilities at amortised cost (Loans, Borrowings and Trade and Other payables) After initial recognition, interest-bearing loans, borrowings and trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit and loss when the liabilities are derecognised as well as through the EIR amortisation process. (iv) Financial liabilities - Derecognition A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. When a new financial liability is recognised in place of an existing one, the difference in the respective carrying amounts is recognised in the statement of profit and loss. (v) Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs. The Company recognises a liability to pay dividend to equity holders of the Company when the distribution is authorised, and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution with respect to interim dividend is authorised when it is approved by the board of directors of the Company and final dividend is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity. (G) Derivative financial instruments and hedge accounting Initial recognition and subsequent measurement In order to hedge its exposure to foreign exchange, interest rate, and commodity price risks, the Company enters into forward, option, swap contracts and other derivative financial instruments. The Company does not hold derivative financial instruments for speculative purposes. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to the statement of profit and loss, except for the effective portion of cash flow hedges, which is recognised in OCI and later reclassified to the statement of profit and loss when the hedge item affects profit or loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the recognition of a non- financial asset or non-financial liability. Hedges that meet the strict criteria for hedge accounting are accounted for, as described below: i) Fair value hedges Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in the statement of profit and loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in the statement of profit and loss. Hedge accounting is discontinued when the Company revokes the hedge relationship, the hedging instrument or hedged item expires or is sold, terminated, or exercised or no longer meets the criteria for hedge accounting. ii) Cash flow hedges The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the statement of profit and loss. Amounts recognised in OCI are transferred to the statement of profit and loss when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs. When the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised in OCI are transferred to the initial carrying amount of the non-financial asset or liability. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the hedging strategy), or if its designation as a hedge is revoked, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss previously recognised in OCI remains separately in equity until the forecast transaction occurs or the foreign currency firm commitment is met. (H) Leases The Company assesses at contract inception, all arrangements to determine whether they are, or contain, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company as a lessee applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities towards future lease payments and right-of-use assets representing the right to use the underlying assets. (i) Right-of-use assets The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date when the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The right-of-use assets are also subject to impairment. Right-of-use assets are depreciated on a straight- line basis over the shorter of the lease term and the estimated useful lives of the assets as described in 'B' above. (ii) Lease liabilities At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (and, in some instances, in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. 546 547 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is generally not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Company’s lease liabilities are disclosed on the face of Balance sheet. (iii) Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term. (I) Inventories Inventories and work-in-progress are valued at the lower of cost and net realisable value. Cost is determined on the following basis: • Purchased copper concentrate is recorded at cost on a first-in, first-out ("FIFO") basis; all other materials including stores and spares are valued on a weighted average basis except in Oil and Gas business where stores and spares are valued on FIFO basis; • Finished products are valued at raw material cost plus costs of conversion, comprising labour costs and an attributable proportion of manufacturing overheads based on normal levels of activity and are moved out of inventory on a weighted average basis (except in copper business where FIFO basis is followed); and • By-products and scrap are valued at net realisable value. Net realisable value is determined based on estimated selling price, less further costs expected to be incurred for completion and disposal. Inventories of 'Fuel Stock' mainly consist of coal which is used for generating power. On consumption, the cost is charged off to 'Power and Fuel' charges in the statement of profit and loss. (J) Government grants Grants and subsidies from the government are recognised when there is reasonable assurance that (i) the Company will comply with the conditions attached to them, and (ii) the grant/subsidy will be received. Where the grant relates to an asset, it is recognised as deferred income and released to income in equal amounts over the expected useful life of the related asset and presented within other income. (K) Taxation Tax expense represents the sum of current tax and deferred tax. Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the reporting date and includes any adjustment to tax payable in respect of previous years. Subject to the exceptions below, deferred tax is provided, using the balance sheet method, on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes and on carry forward of unused tax credits and unused tax losses; • Deferred income tax is not recognised on initial recognition of an asset or liability in a transaction that: (i) is not a business combination; (ii) at the time of the transaction, affects neither the accounting profit nor taxable profit (tax loss); and (iii) at the time of the transaction, does not give rise to equal taxable and deductible temporary differences; and • Deferred tax assets are recognised only to the extent that it is more likely than not that they will be recovered. The carrying amount of deferred tax assets is reviewed at each reporting date and is adjusted to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Further, management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Company shall reflect the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment. (L) Retirement benefit schemes The Company operates or participates in a number of defined benefits and defined contribution schemes, the assets of which (where funded) are held in separately administered funds. For defined benefit schemes, the cost of providing benefits under the plans is determined by actuarial valuation each year separately for each plan using the projected unit credit method by third party qualified actuaries. Remeasurement including, effects of asset ceiling and return on plan assets (excluding amounts included in interest on the net defined benefit liability) and actuarial gains and losses arising in the year are recognised in full in other comprehensive income and are not recycled to the statement of profit and loss. Net interest is calculated by applying a discount rate to the net defined benefit liability or asset at the beginning of the period. Defined benefit costs are split into current service cost, past service cost, net interest expense or income and remeasurement and gains and losses on curtailments and settlements. Current service cost and past service cost are recognised within employee benefit expense. Net interest expense or income is recognised within finance costs. For defined contribution schemes, the amount charged to the statement of profit and loss in respect of pension costs and other post retirement benefits is the contributions payable in the year, recognised as and when the employee renders related services. (M) Share-based payments Certain employees (including executive directors) of the Company receive part of their remuneration in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-settled transactions’). The cost of equity-settled transactions with employees is measured at fair value of share awards at the date at which they are granted. The fair value of share awards is determined with the assistance of an external valuer and the fair value at the grant date is expensed on a proportionate basis over the vesting period based on the Company’s estimate of shares that will eventually vest. The estimate of the number of awards likely to vest is reviewed at each balance sheet date up to the vesting date at which point the estimate is adjusted to reflect the current expectations. The resultant increase in equity is recorded in share based payment reserve. In case of cash-settled transactions, a liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting date up to and including the settlement date, with changes in fair value recognised in employee benefits expense. The fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The fair value is determined with the assistance of an external valuer. (N) Provisions, contingent liabilities and contingent assets Provisions represent liabilities for which the amount or timing is uncertain. Provisions are recognised when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such an obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognised in the statement of profit and loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to reflect the current best estimate. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot 548 549 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the Balance Sheet. Contingent assets are not recognised but disclosed in the financial statements when an inflow of economic benefit is probable. The Company has significant capital commitments in relation to various capital projects which are not recognised in the balance sheet. (O) Restoration, rehabilitation and environmental costs An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the development or ongoing production of a mine or oil fields. Such costs, discounted to net present value, are provided for and a corresponding amount is capitalised at the start of each project, as soon as the obligation to incur such costs arises. These costs are charged to the statement of profit and loss over the life of the operation through the depreciation of the asset and the unwinding of the discount on the provision. The cost estimates are reviewed periodically and are adjusted to reflect known developments which may have an impact on the cost estimates or life of operations. The impact of climate- related matters, such as changes in environmental regulations and other relevant legislation, is considered by the Company in estimating the restoration, rehabilitation and environmental costs. The cost of the related asset is adjusted for changes in the provision due to factors such as updated cost estimates, changes to lives of operations, new disturbance and revisions to discount rates. The adjusted cost of the asset is depreciated prospectively over the lives of the assets to which they relate. The unwinding of the discount is shown as finance cost in the statement of profit and loss. Costs for the restoration of subsequent site damage, which is caused on an ongoing basis during production, are provided for at their net present value and charged to the statement of profit and loss as extraction progresses. Where the costs of site restoration are not anticipated to be material, they are expensed as incurred. (P) Accounting for foreign currency transactions The functional currency of the Company is determined as the currency of the primary economic environment in which it operates. For all principal businesses of the Company, the functional currency is Indian rupee (C) with an exception of oil and gas business operations which has a US dollar functional currency as that is the currency of the primary economic environment in which it operates. The financial statements are presented in Indian rupee (C). In the financial statements of the Company, transactions in currencies other than the functional currency are translated into the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in other currencies are translated into the functional currency at exchange rates prevailing on the reporting date. Non-monetary assets and liabilities denominated in other currencies and measured at historical cost or fair value are translated at the exchange rates prevailing on the dates on which such values were determined. All exchange differences are included in the statement of profit and loss except those where the monetary item designated as an effective hedging instrument of the currency risk of designated forecasted sales or purchases, which are recognised in the other comprehensive income. The Statement of Profit and Loss of oil and gas business is translated into Indian Rupees (C) at the average rates of exchange during the year / exchange rates as on the date of the transaction. The Balance Sheet is translated at the exchange rate as at the reporting date. Exchange difference arising on translation is recognised in other comprehensive income and would be recycled to the statement of profit and loss as and when these operations are disposed off. The Company had applied paragraph 46A of AS 11 under Previous GAAP. Ind AS 101 gives an option, which has been exercised by the Company, whereby a first time adopter can continue its Indian GAAP policy for accounting for exchange differences arising from translation of long-term foreign currency monetary items recognised in the Indian GAAP financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period. Hence, foreign exchange gain/loss on long-term foreign currency monetary items recognised upto 31 March 2016 has been deferred/capitalised. Such exchange differences arising on translation/settlement of long- term foreign currency monetary items and pertaining to the acquisition of a depreciable asset are amortised over the remaining useful lives of the assets. Exchange differences arising on translation/ settlement of long-term foreign currency monetary items, acquired post 01 April 2016, pertaining to the acquisition of a depreciable asset are charged to the statement of profit and loss. (Q) Buyers' Credit/ Suppliers' Credit and vendor financing The Company enters into arrangements whereby banks and financial institutions make direct payments to suppliers for raw materials and project materials. The banks and financial institutions are subsequently repaid by the Company at a later date providing working capital timing benefits. These are normally settled between twelve months (for raw materials) to thirty-six months (for project materials). Where these arrangements are with a maturity of up to twelve months, the economic substance of the transaction is determined to be operating in nature and these are recognised as operational buyers’ credit/ suppliers' credit and disclosed on the face of the balance sheet. Where these arrangements are with a maturity beyond twelve months and up to thirty six months, the economic substance of the transaction is determined to be financing in nature, and these are presented within borrowings in the balance sheet. Interest expense on these are recognised in the finance cost. Payments made by banks and financial institutions to the operating vendors are treated as a non cash item and settlement of due to operational buyer’s credit/ suppliers’ credit by the Company is treated as an operating cash outflow reflecting the substance of the payment. (R) Borrowing costs Borrowing cost includes interest expense as per effective interest rate ("EIR") and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs directly relating to the acquisition, construction or production of a qualifying capital project under construction are capitalised and added to the project cost during construction until such time that the assets are substantially ready for their intended use, i.e., when they are capable of commercial production. Where funds are borrowed specifically to finance a qualifying capital project, the amount capitalised represents the actual borrowing costs incurred. Where surplus funds are available out of money borrowed specifically to finance a qualifying capital project, the income generated from such short-term investments is deducted from the total capitalised borrowing cost. If any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing then becomes part of general borrowing. Where the funds used to finance a project form part of general borrowings, the amount capitalised is calculated using a weighted average of rates applicable to relevant general borrowings of the Company during the year. All other borrowing costs are recognised in the statement of profit and loss in the year in which they are incurred. Capitalisation of interest on borrowings related to construction or development projects is ceased when substantially all the activities that are necessary to make the assets ready for their intended use are complete or when delays occur outside of the normal course of business. (S) Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand and short-term money market deposits which have a maturity of three months or less from the date of acquisition, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above. (T) Equity investment in subsidiaries, associates and joint ventures Investments representing equity interest in subsidiaries, associates and joint ventures are carried at cost less impairment, if any. Joint Arrangements A Joint arrangement is an arrangement of which two or more parties have joint control. Joint control is considered when there is contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Investments in joint arrangements are classified as either joint operations or joint venture. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. 550 551 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 Joint Operations The Company has joint operations within its Oil and gas segment and participates in several unincorporated joint operations which involve the joint control of assets used in oil and gas exploration and producing activities. The Company accounts for its share of assets and income and expenditure of joint operations in which it holds an interest. Liabilities in unincorporated joint ventures, where the Company is the operator, is accounted for at gross values (including share of other partners) with a corresponding receivable from the venture partners. These have been included in the financial statements under the appropriate headings. (U) Common Control transactions The transactions between entities under common control are specifically covered by Ind AS 103. Such transactions are accounted for using the pooling- of-interest method. The assets and liabilities of the acquired entity are recognised at their carrying amounts recorded in the parent entity’s consolidated financial statements with the exception of certain income tax and deferred tax assets. No adjustments are made to reflect fair values, or recognise any new assets or liabilities. The only adjustments that are made are to harmonise accounting policies. The components of equity of the acquired companies are added to the same components within the Company's equity. The difference, if any, between the amounts recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve. The Company’s shares issued in consideration for the acquired companies are recognised from the moment the acquired companies are included in these financial statements and the financial statements of the commonly controlled entities are combined, retrospectively, as if the transaction had occurred at the beginning of the earliest reporting period presented. However, the prior year comparative information is only adjusted for periods during which entities were under common control. (V) Exceptional items Exceptional items are those items that management considers, by virtue of their size or incidence (including but not limited to impairment charges and acquisition and restructuring related costs), should be disclosed separately to ensure that the financial information allows an understanding of the underlying performance of the business in the year, so as to facilitate comparison with prior periods. No tax impact other than tax impact on exceptional items including change in tax regime are considered exceptional. Such items are material by nature or amount to the year’s result and require separate disclosure in accordance with Ind AS. The determination as to which items should be disclosed separately requires a degree of judgement. The details of exceptional items are set out in note 34. 3(b) Application of new and amended standards (A) The Company has adopted, with effect from 01 April 2023, the following new and revised standards and interpretations. Their adoption has not had any significant impact on the amounts reported in the financial statements. 1. Ind AS 1 Presentation of financial statements: The amendment requires disclosure of material accounting policies rather than significant accounting policies; 2. Ind AS 12 Income Taxes: The amendment clarifies application of initial recognition exemption to transactions such as leases and decommissioning obligations; 3. Ind AS 8 Accounting Policies, Change in Accounting Estimates and Errors: The amendment replaces definition of ‘change in accounting estimates’ with the definition of ‘accounting estimates’ (B) Standards notified but not yet effective No new standards have been notified during the year ended 31 March 2024. 3(c) Significant accounting estimates and judgements The preparation of financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, expenses and disclosures of contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses for the years presented. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ materially from the amounts included in the financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected. The information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are as given below: (A) Significant Estimates (i) Carrying value of exploration and evaluation assets Exploration assets are assessed by comparing the carrying value to higher of fair value less cost of disposal or value in use if impairment indicators, as contained in Ind AS 106, exists. Change to the valuation of exploration assets is an area of judgement. Further details on the Company’s accounting policies on this are set out in accounting policy above. The amounts for exploration and evaluation assets represent active exploration projects. These amounts will be written off to the statement of profit and loss as exploration costs unless commercial reserves are established or the determination process is not completed and there are no indications of impairment. The outcome of ongoing exploration, and therefore whether the carrying value of exploration and evaluation assets will ultimately be recovered, is inherently uncertain. Details of carrying values are disclosed in note 5. (ii) Copper operations in Tamil Nadu, India Tamil Nadu Pollution Control Board (“TNPCB”) had issued a closure order of the Tuticorin Copper smelter, against which the Company had filed an appeal with the National Green Tribunal (“NGT”). NGT had, on 08 August 2013, ruled that the Copper smelter could continue its operations subject to implementation of recommendations of the Expert Committee appointed by the NGT. The TNPCB has filed an appeal against the order of the NGT before the Supreme Court of India. In the meanwhile, the application for renewal of Consent to Operate ("CTO") for existing copper smelter was rejected by TNPCB in April 2018. The Company has filed an appeal before the TNPCB Appellate Authority challenging the Rejection Order. During the pendency of the appeal, the TNPCB vide its order dated 23 May 2018 ordered closure of existing copper smelter plant with immediate effect. Further, the Government of Tamil Nadu issued orders on the same date with a direction to seal the existing copper smelter plant permanently. The Company believes these actions were not taken in accordance with the procedure prescribed under applicable laws. Subsequently, the Directorate of Industrial Safety and Health passed orders dated 30 May 2018, directing the immediate suspension and revocation of the Factory License and the Registration Certificate for the existing smelter plant. The Company appealed this before the NGT. NGT vide its order on 15 December 2018 has set aside the impugned orders and directed the TNPCB to pass fresh orders for renewal of consent and authorisation to handle hazardous substances, subject to appropriate conditions for protection of environment in accordance with law. The State of Tamil Nadu and TNPCB approached Supreme Court in Civil Appeals on 02 January 2019 challenging the judgement of NGT dated 15 December 2018 and the previously passed judgement of NGT dated 08 August 2013. The Supreme Court vide its judgement dated 18 February 2019 set aside the judgements of NGT dated 15 December 2018 and 08 August 2013 solely on the basis of maintainability and directed the Company to file an appeal in High court. The Company has filed a writ petition before the Madras High Court challenging the various orders passed against the Company in FY 2018 and FY 2013. On 18 August 2020, the Madras High Court delivered the judgement wherein it dismissed all the Writ Petitions filed by the Company. Thereafter, the Company has approached the Supreme Court and challenged the said High Court order by way of a Special Leave Petition ("SLP"). Though the Company has raised substantial grounds of challenge before the Supreme Court and considering the grounds raised and the fact that the NGT has ruled in favour of the Company, the Hon'ble Supreme Court, after hearing the Parties to the proceedings has dismissed the SLP filed by the Company vide judgment dated 29 February 2024. On 01 April 2024, the Company preferred a review petition before the Hon’ble Supreme Court Expansion Project: Separately, the Company has filed a fresh application for renewal of the Environmental Clearance for the proposed Copper Smelter Plant 2 552 553 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 ("Expansion Project") dated 12 March 2018 before the Expert Appraisal Committee of the Ministry of Environment, Forests and Climate Change ("the MoEFCC") wherein a sub-committee was directed to visit the Expansion Project site prior to prescribing the Terms of Reference. In the meantime, the Madurai Bench of Madras High Court in a Public Interest Litigation held vide its order dated 23 May 2018 that the application for renewal of the Environmental Clearance for the Expansion Project shall be processed after a mandatory public hearing and in the interim, ordered the Company to cease construction and all other activities on site for the proposed Expansion Project with immediate effect. The MoEFCC has delisted the Expansion Project since the matter is sub-judice. Separately, SIPCOT vide its letter dated 29 May 2018, cancelled 342.22 acres of the land allotted for the proposed Expansion Project. Further, the TNPCB issued orders on 07 June 2018 directing the withdrawal of the Consent to Establish ("CTE") which was valid till 31 March 2023. The Company has approached Madras High Court by way of writ petition challenging the cancellation of lease deeds by SIPCOT pursuant to which an interim stay has been granted. The Company has also appealed this action before the TNPCB Appellate Authority. The matter has been adjourned until the conclusion of the existing Plant review petition filed before the Supreme Court. As per the Company's assessment, it is in compliance with the applicable regulations. Considering prolonged time of plant closure and uncertainties around opening of plant due to rejection of SLP by Hon’ble Supreme Court, the Company has carried out an impairment assessment, on Tuticorin plant assets having carrying value of C 1,681 crore (including PPE, CWIP and inventory) using Depreciated Replacement Cost / Scrap Value method for PPE and CWIP, and Net recoverable method for inventory. Accordingly, impairment on assets of C 746 crore (including PPE of C 553 crore, CWIP of C 130 crore and loss on inventory of C 63 crore) has been recorded during the year ended 31 March 2024. Property, plant and equipment of C 432 crore (31 March 2023: C 1,033 crore) and inventories of C 217 crore (31 March 2023: C 269 crore), pertaining to existing and expansion plant, could not be physically verified, anytime during the year, as the access to the plant is presently restricted. However, any difference between book and physical quantities is unlikely to be material. (iii) Oil and Gas reserves Significant technical and commercial judgements are required to determine the Company’s estimated oil and natural gas reserves. Reserves considered for computing depletion are proved reserves for acquisition costs and proved and developed reserves for successful exploratory wells, development wells, processing facilities, distribution assets, estimated future abandonment cost and all other related costs. Reserves for this purpose are considered on working interest basis which are reassessed at least annually. Details of such reserves are given in note 43. Changes in reserves as a result of change in management assumptions could impact the depreciation rates and the carrying value of assets (refer note 5). (iv) Carrying value of developing/producing oil and gas assets Management performs impairment tests on the Company’s developing/producing oil and gas assets where indicators of impairment are identified in accordance with Ind AS 36. The impairment assessments are based on a range of estimates and assumptions, including: Estimates/ assumptions Basis Future production proved and probable reserves, production facilities, resource estimates and expansion projects Commodity prices management’s best estimate benchmarked with external sources of information, to ensure they are within the range of available analyst forecast Discount to price management’s best estimate based on historical prevailing discount and updated sales contracts Period for Rajasthan block, cash flows are considered based on economic life of the field Discount rates cost of capital risk-adjusted for the risk specific to the asset/ CGU Any subsequent changes to cash flows due to changes in the above mentioned factors could impact the carrying value of the assets. Details of carrying values and impairment charge/ (reversal) and the assumptions used are disclosed in note 5 and 34 respectively. (v) Climate Change The Company aims to achieve net carbon neutrality by 2050, has committed reduction in emission by 25% by 2030 from 2021 baseline, net water positivity by 2030 as part of its climate risk assessment and has outlined its climate risk assessment and opportunities in the ESG strategy. Climate change may have various impacts on the Company in the medium to long term. These impacts include the risks and opportunities related to the demand of products and services, impact due to transition to a low-carbon economy, disruption to the supply chain, risk of physical harm to the assets due to extreme weather conditions, regulatory changes etc. The accounting related measurement and disclosure items that are most impacted by our commitments, and climate change risk more generally, relate to those areas of the financial statements that are prepared under the historical cost convention and are subject to estimation uncertainties in the medium to long term. The potential effects of climate change may be on assets and liabilities that are measured based on an estimate of future cash flows. The main ways in which potential climate change impacts have been considered in the preparation of the financial statements, pertain to (a) inclusion of capex in cash flow projections, (b) recoverable amounts of existing assets and (c) review of estimates of useful lives of property, plant and equipment. The Company's strategy consists of mitigation and adaptation measures. The Company is committed to reduce its carbon footprint by limiting its exposure to coal-based projects and reducing its GHG emissions through high impact initiatives such as investment in Renewable Energy, fuel switch, electrification of vehicles and mining fleet and energy efficiency opportunities. During the current year, work has progressed towards the construction of renewable power delivery agreements in accordance with the Board approved plan (Refer Note 38(A)(ii)). Renewable sources have limitations in supplying round the clock power, so existing power plants would support transition and fleet replacement is part of normal lifecycle renewal. The Company has also taken certain measures towards water management such as commissioning of sewage treatment plants, rainwater harvesting, and reducing fresh water consumption. Collectively these measures have led to an increase of our water positivity to 0.7 (FY23: 0.63). These initiatives are aligned with the group's ESG strategy and no material changes were identified to the financial statements as a result As the Company’s assessment of the potential impacts of climate change and the transition to a low-carbon economy continues to mature, any future changes in Company's climate change strategy, changes in environmental laws and regulations and global decarbonisation measures may impact the Company's significant judgments and key estimates and result in changes to financial statements and carrying values of certain assets and liabilities in future reporting periods. However, as of the balance sheet date, the Company believes that there is no material impact on carrying values of its assets or liabilities. (B) Significant Judgement (i) Contingencies: In the normal course of business, contingent liabilities may arise from litigation, taxation and other claims against the Company. A provision is recognised when the Company has a present obligation as a result of past events and it is probable that the Company will be required to settle that obligation. Where it is management’s assessment that the outcome cannot be reliably quantified or is uncertain, the claims are disclosed as contingent liabilities unless the likelihood of an adverse outcome is remote. Such liabilities are disclosed in the notes but are not provided for in the financial statements. When considering the classification of legal or tax cases as probable, possible or remote, there is judgement involved. This pertains to the application of the legislation, which in certain cases is based upon management’s interpretation of country specific applicable law, in particular India, and the likelihood of settlement. Management uses in-house and external legal professionals to make informed decision. Although there can be no assurance regarding the final outcome of the legal proceedings, the Company does not expect them to have a materially adverse impact on the Company’s financial position or profitability. These are set out in Note 38. For other significant litigations where the possibility of an outflow of resources embodying economic benefits is remote, refer note 44. 554 555 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 (ii) Revenue recognition and receivable recovery in relation to the power division: In certain cases, the Company’s power customers are disputing various contractual provisions of Power Purchase Agreements ("PPA"). Significant judgement is required in both assessing the tariff to be charged under the PPA in accordance with Ind AS 115 and to assess the recoverability of withheld revenue currently accounted for as receivables. In assessing this critical judgment, management considered favourable external legal opinions that the Company has obtained in relation to the claims. In addition, the fact that the contracts are with government owned companies implies that the credit risk is low [refer note 7 (c)]. 3(d) Acquisitions, Restructuring and Disposal of Subsidiary (i) Athena Chhattisgarh Power Limited On 21 July 2022, the Company acquired Athena Chhattisgarh Power Limited ("ACPL"), an unrelated party, under the liquidation proceedings of the Insolvency and Bankruptcy Code, 2016, for a consideration of C 565 crore, subject to approval by the National Company Law Tribunal ("NCLT"). ACPL is building a 1,200 MW coal-based power plant located in Jhanjgir Champa district, Chhattisgarh. The Company filed a resolution application with the NCLT in July 2022 and further amended the application in November 2022 praying for merger of ACPL with the Company. The Company also sought various reliefs from certain legal and regulatory provisions as part of these applications. Pending receipt of NCLT approval, the Company had recorded the above transaction as an advance in its financial statements for the year ended 31 March 2023. The NCLT approved the Company's resolution application with an appointed date of 21 July 2022 ("appointed date"), in its July 2023 order ("NCLT Order"). In accordance with applicable Ind AS, the Company has restated its financial statements as at and for the year ended 31 March 2023 to record this merger. The Scheme of merger as approved by the NCLT interalia prescribes the following accounting treatment in the standalone financial statements of the Company: the difference between the fair value at the appointed date and the carrying value of the assets recorded pursuant to the amalgamation at their book value arrived at without considering any impairment/ write-off, would be written off by debit to the Statement of Profit and Loss of the Company and credited to the carrying value of the assets. This would be a permanent write-off of the carrying value of the assets and not a provision for diminution in the value of the assets. The charge on account of write-off of the assets, as mentioned above, as recorded by the Company will be transferred from its Retained Earnings to its Capital Reserve and accordingly, the Capital Reserve will stand diminished by the said amount. Pursuant to the NCLT Order, the Company has merged ACPL by carrying forward the book values of ACPL's assets of C 8,698 crore (as appearing in ACPL's financial statements as at 31 March 2022, which were audited by ACPL's auditors) at the appointed date without considering any impairment, applying Appendix C of Ind AS 103 - Business Combinations, instead of recognising the assets at purchase consideration in accordance with Ind AS 16. The difference between the values of assets acquired and the consideration paid was credited to Other Equity (Capital Reserve). The Company has written off the consequent loss of C 8,133 crore in the Statement of Profit and Loss for the year ended 31 March 2023, representing the difference between the book value of assets and consideration paid. The assets written off of C 8,133 crore, excluding tax consequences thereof, has been transferred from ‘Retained Earnings’ to ‘Capital Reserve’, in accordance with the Scheme. The above is in accordance with the NCLT Order, overriding the applicable Ind AS requirements. Consequent to the implementation of the merger, a deferred tax credit of C 2,036 crore was recognised in the Statement of Profit and Loss with a corresponding increase in carrying value of deferred tax assets in the comparative balance sheet as at 31 March 2023 due to difference between carrying value of assets as per books (book base) and tax base of the asset (original cost of acquisition by Athena), and the carrying values of deferred tax assets (MAT credit) was lower by C 1,421 crore with a corresponding reduction in income tax liabilities by C 979 crore and an increase in income tax assets by C 442 crore as at 31 March 2023, on account of the lower MAT charge. These restated balances of 31 March 2023 have been carried to FY 2023-24. As a result of the above, the profit before tax was lower by C 8,133 crore and profit after tax was lower by C 6,097 crore for the year ended 31 March 2023. Consequently, the earnings per share (EPS) was lower by C 16.39 per share for the year ended 31 March 2023. (ii) Meenakshi Energy Limited Meenakshi Energy Limited (“Meenakshi”) is a 1,000 MW coal-based power plant located at Nellore, Andhra Pradesh. NCLT vide its order dated 10 August 2023 has granted its approval for the Resolution Plan as submitted by the Company for acquisition of Meenakshi under Corporate Insolvency Resolution Process in accordance with the provisions of Insolvency and Bankruptcy Code (IBC), 2016 for a total consideration of C 1,440 crore. Pursuant to the approval of Resolution Plan, the Company has made a payment of upfront consideration of C 312 crore and infused C 1 crore through equity for the implementation of approved Resolution Plan. On 16 October 2023, zero coupon, secured, unlisted non-convertible debentures ("NCDs") of aggregate face value of C 1,128 crore have been issued by Meenakshi to its financial creditors, redeemable in 5 equal annual instalments starting from 16 October 2025. Consequent to satisfaction of all conditions precedent of the Resolution Plan, the Company has acquired control of Meenakshi on 27 December 2023. The above acquisition meets the criterion of asset acquisition under Ind AS 103 - Business Combinations. (iii) Scheme of Arrangement for demerger The Board of Directors, in its meeting held on 29 September 2023, has approved a Scheme of Arrangement (“the Scheme”) for demerger of various businesses of the Company. The Scheme entails demerger of the Company’s Aluminium (represented by the Aluminium segment), Merchant Power (represented by the Power segment), Oil and Gas (represented by the Oil and Gas segment), Base Metals (represented by the Copper and Zinc International segment) and Iron Ore (represented by Iron Ore segment and Steel business) Undertakings into 6 separate companies with a mirrored shareholding and consequent listings at BSE Limited and National Stock Exchange of India Limited ("the Stock Exchanges"). The Company has filed the Scheme with the Stock Exchanges. Upon receipt of necessary approvals from the Stock Exchanges, the Scheme will be filed with the NCLT. Pending regulatory and other approvals, no adjustments have been recorded in the financial statements of the Company for the year ended 31 March 2024. (iv) Disposal of subsidiary During the year ended 31 March 2024, Monte Cello BV ("MCBV"), a wholly owned subsidiary of the Company, sold 100% of its equity ownership in its wholly owned subsidiary, Copper Mines of Tasmania ("CMT") which was previously engaged in copper mining operations in Australia. The Group has received upfront cash consideration of C 84 crore (US$ 10 million) and de- recognised net liabilities of C 94 crore (US$ 11 million) pertaining to CMT, as reported in the consolidated financial statements for the year ended 31 March 2024. Further, as part of the transaction, the acquirer shall pay the Group additional consideration in future upto US$ 310 million by way of fee/ royalties, on achieving certain pre-agreed milestones. Accordingly, based on these expected future cash flows, the Company has reversed previously recorded impairment of C 204 crore on its investments in MCBV as an exceptional item, in these financial statements. 556 557 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 4 Segment Information A) Description of segment and principal activities The Company is a diversified natural resource company engaged in exploring, extracting and processing minerals and oil and gas. The Company produces oil and gas, aluminium, copper, iron ore and power. The Company has five reportable segments: oil and gas, aluminium, copper, iron ore and power. The management of the Company is organised by its main products: oil and gas, aluminium, copper, iron ore and power. Each of the reportable segments derives its revenues from these main products and hence these have been identified as reportable segments by the Company’s Chief Operating Decision Maker (“CODM”). Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amount allocated on a reasonable basis. Unallocated expenditure consist of common expenditure incurred for all the segments and expenses incurred at corporate level. The assets and liabilities that cannot be allocated between the segments are shown as unallocated assets and unallocated liabilities respectively. The accounting policies of the reportable segments are the same as the Company’s accounting policies described in Note 3. Earnings before Interest, Tax and Depreciation & Amortisation (EBITDA) are evaluated regularly by the CODM, in deciding how to allocate resources and in assessing performance. The operating segments reported are the segments of the Company for which separate financial information is available. The Company’s financing (including finance costs and finance income) and income taxes are reviewed on an overall basis and are not allocated to operating segments. Pricing between operating segments are on an arm’s length basis in a manner similar to transactions with third parties. The following table presents revenue and profit information and certain assets and liabilities information regarding the Company’s business segments as at and for the year ended 31 March 2024 and 31 March 2023 respectively. For the year ended 31 March 2024 (C in crore) Particulars Business Segments Oil and Gas Aluminium Copper Iron Ore Power Total Revenue External revenue 9,554 * 35,743 14,988 8,648 730 69,663 Inter segment revenue - - - - - - Segment revenue 9,554 35,743 14,988 8,648 730 69,663 Results Segment Results (EBIDTA) a 5,161 7,006 (72) 1,656 (234) 13,517 Less: Depreciation, depletion and amortisation expense 1,317 1,952 232 159 129 3,789 Add: Other income, net of expenses b,c (786) 64 2 6 12 (702) Add: Other unallocable income, net of expenses 5,315 Less: Finance costs 5,679 Add: Net exceptional gain 5,073 Net profit before tax 13,735 Other information Segment Assets 18,326 51,043 2,942 4,866 3,090 80,267 Financial asset investments 60,158 Income tax assets (net of provisions) 3,496 Cash and cash equivalents (including other bank balances and bank deposits) 2,817 Others 3,775 Total Assets 1,50,513 Segment Liabilities 10,694 20,448 5,078 2,927 277 39,424 Borrowings 42,232 Income tax liabilities (net) 606 (C in crore) Particulars Business Segments Oil and Gas Aluminium Copper Iron Ore Power Total Deferred tax liabilities (net) 1,889 Others 826 Total Liabilities 84,977 Capital Expenditure d 2,264 4,284 88 572 180 7,403 Net (impairment)/ reversal or (write off)/ write back relating to assets e 550 (131) (746) - - 2,112 * Refer note 34(a) a) EBITDA is a non-GAAP measure. b) Oher income includes amortisation of duty benefits relating to assets recognised as government grant. c) Includes cost of exploration wells written off. d) Total capital expenditure includes capital expenditure of C 15 crore not allocable to any segment. e) Total net impairment reversal includes impairment reversal on investments of C 2,439 crore, which is not allocable to any segment (Refer Note 34). For the year ended 31 March 2023 (C in crore) Particulars Business Segments Oil and Gas Aluminium Copper Iron Ore Power* Total* Revenue External revenue 8,137 39,950 12,351 5,928 827 67,193 Inter segment revenue - - - - - - Segment revenue 8,137 39,950 12,351 5,928 827 67,193 Results Segment Results (EBIDTA) a 4,221 5,160 (9) 930 (297) 10,005 Less: Depreciation, depletion and amortisation expense 1,491 1,751 176 114 129 3,661 Add: Other income, net of expenses b,c (315) 61 2 7 11 (234) Add: Other unallocable income, net of expenses 20,931 Less: Finance costs 4,384 Less: Net exceptional loss 3,780 Net profit before tax 18,877 Other information Segment Assets 16,785 50,312 4,500 3,998 3,212 78,807 Financial asset investments 64,845 Deferred tax asset 5,910 Income tax assets (net of provisions) 1,943 Cash and cash equivalents (including other bank balances and bank deposits) 5,986 Others 2,349 Total Assets 1,59,840 Segment Liabilities 10,645 21,579 4,753 2,064 241 39,282 Borrowings 42,023 Income tax liabilities (net) 46 Others 8,641 Total Liabilities 89,992 Capital Expenditure d 2,436 4,541 87 225 565 7,876 Net (write off)/impairment reversal relating to assets e 18 - - - (8,133) (2,608) * Restated, refer note 3(d)(i) 558 559 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 a) EBITDA is a non-GAAP measure. b) Oher income includes amortisation of duty benefits relating to assets recognised as government grant. c) Includes cost of exploration wells written off. d) Total capital expenditure includes capital expenditure of ` 22 crore not allocable to any segment. e) Total net impairment reversal relating to assets includes impairment reversal on investments of ` 5,507 crore, which is not allocable to any segment (Refer Note 34). B) Geographical segment analysis The following table provides an analysis of the Company’s sales by region in which the customer is located, irrespective of the origin of the goods. (C in crore) Geographical Segments Year ended 31 March 2024 Year ended 31 March 2023 Revenue by geographical segment India 36,494 33,714 Europe 5,251 11,631 Mexico 1,560 3,817 The United states of America 1,971 3,426 China 3,335 2,535 Others 21,052 12,070 Total 69,663 67,193 The following is an analysis of the carrying amount of non-current assets, excluding deferred tax assets and financial assets, analysed by the geographical area in which the assets are located: (C in crore) Carrying Amount of Segment Assets As at 31 March 2024 Year ended 31 March 2023* India 62,138 57,870 Total 62,138 57,870 * Restated, refer note 3(d)(i) C) Information about major customers No single customer has accounted for more than 10% of the Company’s revenue for the year ended 31 March 2024 and 31 March 2023. D) Disaggregation of revenue Below table summarises the disaggregated revenue from contract with customers: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023* Oil 7,894 6,718 Gas 1,612 1,546 Aluminium products 34,706 39,189 Copper Cathode 14,589 11,950 Iron Ore 5,128 2,212 Metallurgical coke 176 447 Pig Iron 3,274 3,198 Power 730 827 Others 1,858 1,691 Revenue from contracts with customers* 69,967 67,778 Loss from provisionally priced contracts under Ind AS 109 (304) (585) Total Revenue 69,663 67,193 *includes revenues from sale of services aggregating to C 98 crore (31 March 2023: C 88 crore) which is recorded over a period of time and the balance revenue is recognised at a point in time. 5 Property, Plant and equipment, Intangible assets, Capital work-in-progress and Exploration intangible assets under development (C in crore) Particulars Property, Plant and equipment Capital Work in progress (CWIP) Exploration intangible assets under development Total including capital work in progress and exploration intangible assets under development Freehold Land Buildings Plant and equipment Oil & gas producing facilities Furniture and fixtures Vehicles Office equipment Right of Use assets (see note below) Total Gross Block As at 01 April 2022 859 7,234 48,605 50,142 237 322 475 332 1,08,206 24,994 2,654 1,35,854 Additions (Refer note (h)) 60 75 1,482 - 4 11 50 125 1,807 12,369 1,090 15,266 CWIP written off (Refer note 3(d)(i)) - - - - - - - - - (8,133) - (8,133) Transfers/ Reclassifications* 2 129 1,371 1,413 4 1 (2) - 2,918 (2,922) - (4) Disposals/ Adjustments - (3) (780) (156) (51) (5) (66) - (1,061) - - (1,061) Exploration costs written off (Refer note 33) - - - - - - - - - - (315) (315) Exchange differences 15 125 827 4,610 (3) - (7) 3 5,570 959 248 6,777 As at 31 March 2023 936 7,560 51,505 56,009 191 329 450 460 1,17,440 27,267 3,677 1,48,384 Additions 13 111 910 - 3 9 4 161 1,211 4,463 1,038 6,712 CWIP written off (Refer note 34(c)) - - - - - - - - - (131) - (131) Transfers/ Reclassifications* 3 26 4,492 1,185 1 2 5 37 5,751 (5,816) (69) (134) Disposals/ Adjustments - - (337) (142) - (5) (5) - (489) - (26) (515) Exploration costs written off (Refer note 33) - - - - - - - - - - (786) (786) Exchange differences 3 24 144 824 1 - (1) 1 996 206 49 1,251 As at 31 March 2024 955 7,721 56,714 57,876 196 335 453 659 1,24,909 25,989 3,883 1,54,781 Accumulated depreciation, depletion, amortisation and impairment As at 01 April 2022 155 3,197 16,706 47,837 167 135 438 81 68,716 15,768 1,166 85,650 Charge for the year 5 270 2,361 958 11 25 36 18 3,684 - - 3,684 Disposals/ Adjustments - (2) (346) - (50) (3) (64) - (465) - - (465) Impairment charge/ (reversal) for the year (Refer Note (g)) - - (220) (103) - - - - (323) - 305 (18) Transfers/ Reclassifications* - - 76 157 3 - (3) - 233 (233) - - Exchange differences 12 113 646 4,186 (7) - (6) 2 4,946 1,238 112 6,296 As at 31 March 2023 172 3,578 19,223 53,035 124 157 401 101 76,791 16,773 1,583 95,147 Charge for the year 5 238 2,650 726 17 26 38 62 3,762 - - 3,762 Disposals/ Adjustments - 2 (247) - - (3) (13) - (261) 45 - (216) Impairment charge/ (reversal) for the year (Refer Note 34) 18 165 227 (395) 1 1 - 27 44 116 (2) 158 Transfers/ Reclassifications* - (3) 3 17 - - - - 17 - (17) - Exchange differences 2 23 112 778 2 - (4) 1 914 220 21 1,155 As at 31 March 2024 197 4,003 21,968 54,161 144 181 422 191 81,267 17,154 1,585 1,00,006 Net Book Value/Carrying amount As at 01 April 2022 704 4,037 31,899 2,305 70 187 37 251 39,490 9,226 1,488 50,204 As at 31 March 2023 764 3,982 32,282 2,974 67 172 49 359 40,649 10,494 2,094 53,237 As at 31 March 2024 758 3,718 34,746 3,715 52 154 31 468 43,642 8,835 2,298 54,775 *Transfers/reclassification majorly includes capitalisation of CWIP to respective class of assets 560 561 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 Right of Use (ROU) assets (C in crore) Particulars ROU Land ROU Building ROU Plant and Equipment Total Right of Use assets Gross Block As at 01 April 2022 288 43 1 332 Additions (Refer note (h)) 125 - - 125 Exchange differences - 3 - 3 As at 31 March 2023 413 46 1 460 Additions - - 161 161 Transfers/ Reclassifications - - 37 37 Exchange differences - 1 - 1 As at 31 March 2024 413 47 199 659 Accumulated depreciation and impairment As at 01 April 2022 56 24 1 81 Charge for the year 10 8 - 18 Exchange differences - 2 - 2 As at 31 March 2023 66 34 1 101 Charge for the year 12 11 40 63 Impairment charge for the year 27 - - 27 Exchange differences - 0 - 0 As at 31 March 2024 105 45 41 191 Net Book Value/Carrying amount As at 01 April 2022 232 19 - 251 As at 31 March 2023 347 12 - 359 As at 31 March 2024 308 2 158 468 Intangible Assets (C in crore) Particulars Software License ROU Cloud Mining Rights Total Gross Block As at 01 April 2022 319 - 227 546 Additions 7 - 815 822 Transfers/ Reclassifications 4 - - 4 Disposals/ Adjustments (154) - - (154) Exchange differences (66) - - (66) As at 31 March 2023 110 - 1,042 1,152 Additions 6 151 100 257 Transfers/ Reclassifications 9 - 125 134 Exchange differences (1) - - (1) As at 31 March 2024 124 151 1,267 1,542 (C in crore) Particulars Software License ROU Cloud Mining Rights Total Accumulated amortisation and impairment As at 01 April 2022 301 - 219 520 Charge for the year 14 - 5 19 Disposals/ Adjustments (154) - - (154) Exchange differences (67) - - (67) As at 31 March 2023 94 - 224 318 Charge for the year 12 20 16 48 Disposals/ Adjustments - - 1 1 Exchange differences (1) - - (1) As at 31 March 2024 105 20 241 366 Net Book Value/Carrying amount As at 01 April 2022 18 - 8 26 As at 31 March 2023 16 - 818 834 As at 31 March 2024 19 131 1,026 1,176 Capital Work-In-Progress (CWIP) Ageing Schedule (C in crore) CWIP As at 31 March 2024 As at 31 March 2023* Projects in progress Projects temporarily suspended Total Projects in progress Projects temporarily suspended Total Less than 1 year 3,436 - 3,436 4,024 3 4,027 1-2 years 1,738 1 1,739 1,167 3 1,170 2-3 years 279 - 279 250 5 255 More than 3 years 2,858 523 3,381 4,399 643 5,042 Total 8,311 524 8,835 9,840 654 10,494 * Restated, refer note 3(d)(i) CWIP completion schedule for projects whose completion is overdue or has exceeded its cost compared to its original plan: (C in crore) CWIP As at 31 March 2024 As at 31 March 2023 To be completed in To be completed in Less than 1 year 1-2 years 2-3 years More than 3 years Less than 1 year 1-2 years 2-3 years More than 3 years Projects in Progress Jharsuguda 1.25 MTPA aluminium smelter Project 1,091 - - - 457 - - - Lanjigarh alumina 2-5 MTPA expansion Project 4,729 - - - 6,666 21 - - RDG gas Project 70 - - - 336 - - - Oil & Gas development CWIP 836 - - - 226 121 - - Projects temporarily suspended Lanjigarh alumina 5-6 MTPA expansion Project - - - 371 - - - 371 Others* 11 - - - 11 - - - * Excludes ageing for existing Copper smelter plant and Copper 4 LTPA Expansion project which were on halt since April 2018. On 29 February 2024, the Hon’ble Supreme Court dismissed the Special Leave Petition filed by the Company. Basis detailed impairment analysis carried out by the management, CWIP balance has been impaired during the year ended 31 March 2024. Post impairment, the carrying amount of CWIP as at 31 March 2024 is C 38 crore (31 March 2023: C 237 crore) for existing Copper smelter plant and C 104 crore (31 March 2023: C 35 crore) for Copper 4 LTPA Expansion project. Refer Note 3(c)(A)(ii) 562 563 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 Exploration intangible assets under development Ageing Schedule (C in crore) Intangible assets under development As at 31 March 2024 As at 31 March 2023 Projects in progress Projects in progress Less than 1 year 378 610 1-2 years 441 565 2-3 years 550 535 More than 3 years 929 384 Total 2,298 2,094 Title deeds of immovable properties not held in the name of Company (C in crore) Relevant line item in the Balance sheet Description of item of property Gross block as at 31 March 2024 Gross block as at 31 March 2023 Title deeds held in the name of Whether title deed holder is a promoter, director or relative of promoter/ director or employee of promoter/ director Property held since which date Reason for not being held in the name of the company Property, Plant and Equipment Land & Building 1,798 1,749 Oil and Natural Gas Corporation Limited (ONGC) and Cairn India Limited (now a division of the Company) No 10 April 2009 The title deeds of Oil & Gas exploration blocks jointly owned by the JV partners are in the name of ONGC, being the licensee of these exploration blocks. Land 53 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 erstwhile Companies Act, 1956 pursuant to Schemes of Amalgamation and Arrangement as approved by the Honourable High Courts. ROU Land 50 50 No 1993-2009* Land 20 20 Erstwhile company Vedanta Aluminium Limited, that merged with the Company No 2008-2012* * Multiple dates of acquisitions during the period disclosed. Notes a) Plant and equipment include refineries, smelters, power plants, railway sidings, ships, river fleet and related facilities. b) During the year ended 31 March 2024, interest capitalised was C 560 crore (31 March 2023: C 331 crore). c) Certain property, plant and equipment are pledged as security against borrowings, the details related to which have been described in Note 17 on “Borrowings”. d) In accordance with the exemption given under Ind AS 101, which has been exercised by the Company, a first time adopter can continue its previous GAAP policy for accounting for exchange differences arising from translation of long-term foreign currency monetary items recognised in the previous GAAP financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period, i.e., 01 April 2016. Accordingly, foreign currency exchange differences arising on translation/settlement of long-term foreign currency monetary items acquired before 01 April 2016 pertaining to the acquisition of a depreciable asset amounting to C 1 crore loss (31 March 2023: C 11 crore loss) is adjusted to the cost of respective item of property, plant and equipment. e) Property, Plant and Equipment, Capital work-in-progress and exploration and evaluation assets net block includes share of jointly owned assets with the joint venture partners C 6,430 crore (31 March 2023: C 5,776 crore). f) Reconciliation of depreciation, depletion and amortisation expense (C in crore) Particulars For the year ended 31 March 2024 For the year ended 31 March 2023 Depreciation/Depletion/Amortisation expense on: Property, Plant and Equipment (Including ROU assets) 3,762 3,684 Intangible assets 48 19 As per Property, Plant and Equipment and Intangible assets schedule 3,810 3,703 Less: Cost allocated to joint ventures and other adjustments (21) (42) As per Statement of Profit and Loss 3,789 3,661 g) (i) During the year ended 31 March 2023, the Company had recognised a net impairment reversal of C 323 crore (after considering impairment reversal of C 618 crore on account of ONGC partial arbitration award (Refer note (ii) for details)) on its assets in the oil and gas producing facilities and impairment charge of C 305 crore on its assets in the oil and gas exploration intangible assets under development mainly due to revision of Reserve and Capex estimates. The recoverable amount of the Company’s share in Rajasthan Oil and Gas cash generating unit “RJ CGU” was determined to be C 5,324 crore (US$ 648 million) as at 31 March 2023. The recoverable amount of the RJ CGU was determined based on the fair value less costs of disposal approach, a level-3 valuation technique in the fair value hierarchy, as it more accurately reflects the recoverable amount based on the Company’s view of the assumptions that would be used by a market participant. This was based on the cash flows expected to be generated by the projected oil and natural gas production profiles up to 2040, the expected dates of cessation of production sharing contract ("PSC")/ cessation of production from each producing field based on the current estimates of reserves and risked resources. Reserves assumptions for fair value less costs of disposal tests consider all reserves that a market participant would consider when valuing the asset, which are usually broader in scope than the reserves used in a value-in-use test. Discounted cash flow analysis used to calculate fair value less costs of disposal uses assumption for short-term oil price of US$ 84 per barrel for the next one year and tapers down to long-term nominal price of US$ 73 per barrel three years thereafter derived from a consensus of various analyst recommendations. Thereafter, these had been escalated at a rate of 2.4% per annum. The cash flows were discounted using the post- tax nominal discount rate of 10.99% derived from the post-tax weighted average cost of capital after factoring in the risks ascribed to PSC extension including successful implementation of key growth projects. Based on the sensitivities carried out by the Company, change in crude price assumptions by US$ 1/bbl and changes to discount rate by 1% would lead to a change in recoverable value by C 41 crore (US$ 5 million) and C 205 crore (US$ 25 million) respectively. (ii) In the Oil and Gas business, the Company operates the Rajasthan Block under a joint venture model with ONGC. As the operator of the block, the Company raises cash calls to ensure the smooth functioning of the petroleum operations. During the year ended 31 March 2023, the Company received a favourable partial arbitration award on cash call claims made from ONGC, pursuant to which, reversal of previously recorded impairment of C 618 crore (US$ 78 million) had been recognised against capitalised development costs. The Company had a liability towards ONGC of C 750 crore (US$ 99 million) as of 31 March 2022 on account of revenue received in excess of entitlement. Based on the partial arbitration award, the Company had adjusted the claims received in the favour of the Company against the liability towards ONGC and the net payable as of 31 March 2023 amounted to C 135 crore (US$ 16 million). h) Pursuant to the merger of ACPL, the Company has recorded the gross book value of ACPL assets amounting to C 47 crore, C 39 crore, C 75 crore and C 8,537 crore as an addition to freehold land, buildings, ROU land and CWIP, respectively for the year ended 31 March 2023 (Refer note 3(d)(i) for details). i) Freehold land includes gross block of C 353 crore (31 March 2023: C 350 crore) and accumulated depreciation of C 319 crore (31 March 2023: C 308 crore), which is available for use during the lifetime of the Production Sharing Contract of the respective Oil and Gas blocks. 564 565 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 6 Financial Assets : Investments A) Non Current Investments Particulars As at 31 March 2024 As at 31 March 2023 No. Amount (C in crore) No. Amount (C in crore) (a) Investment in equity shares - at cost/ deemed cost a (fully paid up unless otherwise stated) Subsidiary companies Quoted - Hindustan Zinc Limited, of C 2 each b (Refer Note 17) 2,74,31,54,310 44,398 2,74,31,54,310 44,398 Unquoted - Bharat Aluminium Company Limited, of C 10 each (including 5 shares held jointly with nominees) b 11,25,18,495 553 11,25,18,495 553 - Monte Cello BV, The Netherlands, of Euro 453.78 each (Refer note 3(d)(iv)) 40 204 40 204 Less: Reduction pursuant to merger c - 204 (204) - - Cairn India Holdings Limited (CIHL) of GBP 1 each (Refer Note 34) d 26,64,89,074 23,811 31,83,40,911 25,512 Less: Reduction pursuant to merger c (15,067) 8,744 (15,067) 10,445 - Vizag General Cargo Berth Private Limited, of C 10 each (including 6 shares held jointly with nominees) 4,71,08,000 182 4,71,08,000 182 - Talwandi Sabo Power Limited, of C 10 each (including 6 shares held jointly with nominees) 3,20,66,09,692 3,207 3,20,66,09,692 3,207 - Sesa Resources Limited, of C 10 each (including 6 shares held jointly with nominees) 12,50,000 757 12,50,000 757 - Bloom Fountain Limited, of US$ 1 each 2,20,10,00,001 14,734 2,20,10,00,001 14,734 Less: Reduction pursuant to merger c (14,320) 414 (14,320) 414 - MALCO Energy Limited, of C 2 each (including 6 shares held jointly with nominees) 2,33,66,406 116 2,33,66,406 116 Less: Reduction pursuant to merger c (23) 93 (23) 93 - THL Zinc Ventures Ltd, of 1 ordinary share of US$ 1 and 89,000 Ordinary Shares (31 March 2023: 1,00,000) of US$ 100 each f 89,001 46 1,00,001 46 Less: Reduction pursuant to merger c (46) - (46) - - THL Zinc Holding BV, of EURO 1 each 37,38,000 23 37,38,000 23 Less: Reduction pursuant to merger c (23) - (23) - - ESL Steel Limited, of C 10 each (including 6 shares held jointly with nominees) 1,76,55,53,040 1,770 1,76,55,53,040 1,770 -Ferro Alloys Corporation Limited, of C 1 each (including 6 shares held jointly with nominees) 34,00,00,000 37 34,00,00,000 37 Vedanta Displays Limited, of C 1 each (including 6 shares held jointly with nominees) 25,95,00,000 26 - - Vedanta Semiconductors Private Limited, of C 1 each (including 6 shares held jointly with nominees) 48,82,00,000 49 - - Vedanta Aluminium Metal Limited, of C 1 each (including 6 shares held jointly with nominees) 1,00,000 0 - - Particulars As at 31 March 2024 As at 31 March 2023 No. Amount (C in crore) No. Amount (C in crore) Vedanta Base Metals Limited, of C 1 each (including 6 shares held jointly with nominees) 1,00,000 0 - - Vedanta Iron and Steel Limited, of C 1 each (including 6 shares held jointly with nominees) 1,00,000 0 - - Meenakshi Energy Limited, of C 10 each (including 6 shares held jointly with nominees) 10,00,000 1 - - Sesa Iron and Steel Limited, of C 10 each (including 6 shares held jointly with nominees) 10,000 0 - - Associate companies - unquoted - Gaurav Overseas Private Limited, of C 10 each 14,23,000 1 14,23,000 1 Investment in equity shares at fair value through other comprehensive income Quoted - Sterlite Technologies Limited, of C 2 each 47,64,295 53 47,64,295 70 Unquoted - Sterlite Power Transmission Limited, of C 2 each 19,05,718 11 19,05,718 11 - Goa Shipyard Limited of C 5 each 2,50,828 0 2,50,828 0 (b) Investment in preference shares of subsidiary companies - at cost Unquoted - Bloom Fountain Limited, 0.25% Optionally Convertible Redeemable Preference shares of US$ 1 each 18,59,900 907 18,59,900 907 - Bloom Fountain Limited, 0.25% Optionally Convertible Redeemable Preference shares of US$ 100 each 3,60,500 215 3,60,500 215 - THL Zinc Holding BV, 0.25% Optionally Convertible Redeemable Preference shares of EURO 1 each (Refer note 34) 36,04,179 1,635 55,00,000 2,495 Less: Reduction pursuant to merger c (1,635) - (2,495) - (c) Investment in Preference shares - Unquoted at fair value through profit and loss - Serentica Renewables India 3 Private Limited, 0.0001% Optionally Convertible Redeemable Preference shares of C 10 each (Refer Note 38 and 39) 13,99,80,000 140 6,90,00,000 69 - Serentica Renewables India 9 Private Limited, 0.0001% Optionally Convertible Redeemable Preference shares of C 10 each (Refer Note 38 and 39) 3,00,00,000 30 - - (d) Investment in Government or Trust securities at cost / amortised cost - 7 Years National Savings Certificates (31 March 2024: C 35,450; 31 March 2023: C 35,450) (Deposit with Sales Tax Authority) NA 0 NA 0 - UTI Master gain of C 10 each (31 March 2024: C 4,072; 31 March 2023: C 4,072) 100 0 100 0 - Vedanta Limited ESOS Trust (31 March 2024: C 5,000; 31 March 2023: C 5,000) NA 0 NA 0 566 567 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 Particulars As at 31 March 2024 As at 31 March 2023 No. Amount (C in crore) No. Amount (C in crore) (e) Investments in debentures of subsidiary companies at cost / amortised cost - MALCO Energy Limited, compulsorily convertible debentures of C 1,000 each 6,13,54,483 6,136 6,13,54,483 6,136 Less: Reduction pursuant to merger c (6,118) 18 (6,118) 18 (f) Investments in Co-operative societies at fair value through profit and loss - Sesa Ghor Premises Holders Maintenance Society Limited, of C 200 each (31 March 2024: C 8,000; 31 March 2023: C 8,000) 40 0 40 0 - Sesa Goa Sirsaim Employees Consumers Co- operative Society Limited, of C 10 each (31 March 2024: C 2,000; 31 March 2023: C 2,000) 200 0 200 0 - Sesa Goa Sanquelim Employees Consumers Co- operative Society Limited, of C 10 each (31 March 2024: C 2,300; 31 March 2023: C 2,300) 230 0 230 0 -Sesa Goa Sonshi Employees Consumers Co- operative Society Limited, of C 10 each (31 March 2024: C 4,680; 31 March 2023: C 4,680) 468 0 468 0 -Sesa Goa Codli Employees Consumers Co- operative Society Limited, of C 10 each (31 March 2024: C 4,500; 31 March 2023: C 4,500) 450 0 450 0 - Sesa Goa Shipyard Employees Consumers Co-operative Society Limited, of C 10 each (31 March 2024: C 5,000; 31 March 2023: C 5,000) 500 0 500 0 - The Mapusa Urban Cooperative Bank Limited, of C 25 each (31 March 2024: C 1,000; 31 March 2023: C 1,000) 40 0 40 0 (g) Investment in Bonds/ Debentures - Unquoted at fair value through profit and loss - Infrastructure Leasing & Financial Services Limited 22 30 Less: Provision for diminution in value of investments in: Bloom Fountain Limited (Refer Note 34) (756) (756) Sesa Resources Limited (750) (750) Cairn India Holdings Limited (Refer Note 34) (424) (1,799) Total 59,902 59,872 Aggregate amount of impairment (1,930) (3,305) Aggregate amount of quoted investments 44,451 44,468 Market value of quoted investments 80,221 80,554 Aggregate carrying amount of unquoted investments 15,451 15,404 Following is the key information of significant investee entities: Particulars Principal place of business Ownership Interest (in %) As at 31 March 2024 As at 31 March 2023 Subsidiary companies Hindustan Zinc Limited India 64.92 64.92 Bharat Aluminium Company Limited India 51.00 51.00 Cairn India Holdings Limited ("CIHL") Jersey* 100.00 100.00 ESL Steel Limited India 95.49 95.49 Talwandi Sabo Power Limited India 100.00 100.00 *CIHL through its wholly owned subsidiary, Cairn Energy Hydrocarbons Limited, incorporated in Scotland is involved in oil and gas exploration, development and production business in India. a. Carrying value of investment in equity shares of Hindustan Zinc Limited ("HZL") is at deemed cost and for all other subsidiaries, it is at the cost of acquisition. b. Pursuant to the Government of India’s policy of disinvestment, the Company in April 2002 acquired 26% equity interest in HZL from the Government of India. Under the terms of the Shareholder’s Agreement (‘SHA’), the Company had two call options to purchase all of the Government of India’s shares in HZL at fair market value. The Company also acquired an additional 20% of the equity capital in HZL through an open offer. The Company exercised the first call option on 29 August 2003 and acquired an additional 18.9% of HZL’s issued share capital, increasing its shareholding to 64.9%. The second call option provides the Company the right to acquire the Government of India’s remaining 29.5% share in HZL. This call option is subject to the right of the Government of India to sell 3.5% of HZL shares to HZL employees. The Company exercised the second call option on 21 July 2009. The Government of India disputed the validity of the call option and has refused to act upon the second call option. Consequently, the Company invoked arbitration. The Government of India without prejudice to the position on the Put / Call option issue has received approval from the Cabinet for divestment and the Government is looking to divest through the auction route. Meanwhile, the Supreme Court has, in January 2016, directed status quo pertaining to disinvestment of Government of India’s residual shareholding while hearing the public interest petition filed. On 13 August 2020, the Supreme Court passed an order partially removing the status quo order in place and has allowed the arbitration proceedings to continue via its order passed on 18 November 2021, the Supreme Court of India allowed the GoI’s proposal to divest its entire stake in HZL in the open market in accordance with the rules and regulations of SEBI and also directed the Central Bureau of India to register a regular case in relation to the process followed for the disinvestment of HZL in the year 2002 by the GoI. In line with the said order, the Company has withdrawn its arbitration proceedings. Pursuant to the Government of India’s policy of divestment, the Company in March 2001 acquired 51% equity interest in BALCO from the Government of India. Under the terms of the SHA, the Company has a call option to purchase the Government of India’s remaining ownership interest in BALCO at any point from 02 March 2004. The Company exercised this option on 19 March 2004. However, the Government of India has contested the valuation and validity of the option and contended that the clauses of the SHA violate the (Indian) Companies Act, 1956 by restricting the rights of the Government of India to transfer its shares and that as a result such provisions of the SHA were null and void. In the arbitration filed by the Company, the arbitral tribunal by a majority award rejected the claims of the Company on the grounds that the clauses relating to the call option, the right of first refusal, the “tag-along” rights and the restriction on the transfer of shares violate the erstwhile Companies Act, 1956 and are not enforceable. The Company has challenged the validity of the majority award in the Hon'ble High Court of Delhi and sought for setting aside the arbitration award to the extent that it holds these clauses ineffective and inoperative. The Government of India also filed an application before the High Court of Delhi to partially set aside the arbitral award in respect of certain matters involving valuation. The matter is currently scheduled for hearing by the Delhi High Court. Meanwhile, the Government of India without prejudice to its position on the Put / Call option issue has received approval from the Cabinet for divestment and the Government is looking to divest through the auction route. On 09 January 2012, the Company offered to acquire the Government of India’s interests in HZL and BALCO for C 15,492 crore and C 1,782 crore respectively. This offer was separate from the contested exercise of the call options, and Company proposed to withdraw the ongoing litigations in relation to the contested exercise of the options should the offer be accepted. To date, the offer has not been accepted by the Government of India and therefore, there is no certainty that the acquisition will proceed. 568 569 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 In view of the lack of resolution on the options, the non-response to the exercise and valuation request from the Government of India, the resultant uncertainty surrounding the potential transaction and the valuation of the consideration payable, the Company considers the strike price of the options to be at the fair value, which is effectively nil, and hence the call options have not been recognised in the financial statements. c. Reduction pursuant to merger of Cairn India Limited with Vedanta Limited accounted for in the year ended 31 March 2017. d. The Company through its wholly owned subsidiary, CIHL holds approximately 52% stake in AvanStrate Inc, Japan (“ASI”) which has wholly owned subsidiaries in Korea and Taiwan. Majority of the balance stake in ASI is held by Hoya Corporation, Japan (“Hoya”). There are certain operational matters at ASI and the Company is currently in dialog with Hoya for a commercial settlement against their Put option and shareholder loan. In the meanwhile, the Company has applied principles of Ind AS 36 – Impairment of Assets for testing impairment for its investment in ASI and has used the fair values of net assets for the purpose of determining that there is no material impact to the net carrying value of investment in ASI amounting to C 342 crore. e. The Company has not recognised any deferred tax asset on impairment of investments, including amount reduced pursuant to merger (refer note c above) as the realisation of the same is not reasonably certain. f. During the year ended 31 March 2024, the Company has provided maximum financial guarantee of C 8,168 crore (US$ 980 million) against the external borrowing of C 7,433 crore (US$ 900 million) taken by its wholly owned subsidiary, THL Zinc Ventures Limited ("THLZVL"). The borrowing is primarily secured by the recoverable value of the Zinc International business (“VZI”) which is held under THLZVL. As at the year ended 31 March 2024, the recoverable amount of VZI has been determined based on the fair value less cost of disposal approach, using the discounted cash flow method, a level 3 valuation technique in the fair value hierarchy. This is based on the cash generated by the extraction and sale of proved and probable reserves/ natural estimated resources which are yet to be exploited during the estimated predetermined life of mine (“LOM”) after deducting costs of closure and rehabilitation on expiry of LOM. The cash flows are discounted using the post tax weighted average cost of capital ("WACC") is 13.6%. The resultant recoverable amount is higher than the guarantee outstanding and hence no expected credit loss has been considered necessary. Based on the sensitivities carried out by the Company, change in WACC assumptions by 1% would lead to a change in recoverable value by C 675 crore (US$ 81 million). B) Current Investment (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Investment in preference shares of subsidiary companies - at cost THL Zinc Ventures Ltd, 70,00,000 - 0.25% Optionally Convertible Redeemable Preference shares of US$ 1 each (fully paid up) (Refer Note 34) - 3,187 Investments carried at fair value through profit and loss Investment in mutual funds- unquoted 256 1,786 Total 256 4,973 Aggregate amount of unquoted investments 256 4,973 7 Financial assets - Trade receivables (C in crore) Particulars As at 31 March 2024 As at 31 March 2023* Non-current Current Total Non-current Current Total Secured, Undisputed Unbilled dues - - - - - - Not due - 177 177 - 143 143 Less than 6 months - 100 100 - 162 162 6 months -1 year - 4 4 - 6 6 1-2 Years - 2 2 - - - 2-3 years - 0 0 - - - More than 3 years - - - - 3 3 sub-total - 283 283 - 314 314 (C in crore) Particulars As at 31 March 2024 As at 31 March 2023* Non-current Current Total Non-current Current Total Unsecured, disputed Unbilled dues - - - - - - Not due - - - - - - Less than 6 months 154 - 154 58 14 72 6 months -1 year 49 - 49 78 - 78 1-2 Years 136 - 136 190 - 190 2-3 years 165 - 165 106 - 106 More than 3 years 1,189 8 1,197 1,754 6 1,760 sub-total 1,693 8 1,701 2,186 20 2,206 Unsecured, Undisputed Unbilled dues - 95 95 - 98 98 Not due - 553 553 - 472 472 Less than 6 months - 916 916 - 672 672 6 months -1 year - 7 7 - 120 120 1-2 Years - 12 12 - 10 10 2-3 years - 1 1 - - - More than 3 years - - - - 5 5 sub-total - 1,584 1,584 - 1,377 1,377 Less: Provision for expected credit loss (1,020) (11) (1,031) (1,339) (17) (1,356) Total 673 1,864 2,537 847 1,694 2,541 (a) The credit period given to customers ranges from zero to 90 days (31 March 2023: 90 days). Also refer note 22(C)(d). (b) For amounts due and terms and conditions relating to related party receivables, see note 39. (c) Trade receivables includes C 726 crore (net of Provision for expected credit loss ("ECL") recognised on account of time value of money) as at 31 March 2024 (31 March 2023: C 878 crore, net of ECL) withheld by GRIDCO Limited ("GRIDCO") primarily on account of reconciliation and disputes relating to computation of power tariffs and alleged short-supply of power by the Company under the terms of long term power supply agreement. Out of the above, C 365 crore, net of ECL (31 March 2023: C 374 crore, net of ECL) relates to the amounts withheld by GRIDCO due to tariff adjustments on account of transmission line constraints in respect of which GRIDCO’s appeal against order of APTEL is pending before the Hon’ble Supreme Court of India and C 234 crore, net of ECL (31 March 2023: C 234 crore, net of ECL) relates to alleged short supply of power for which the Company’s appeal on certain grounds are pending before APTEL. (d) Trade receivables does not include any receivables from directors and officers of the Company. (e) The total trade receivables as at 01 April 2022 were C 3,403 crore (net of provision for ECL). 8 Financial assets - Loans (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Non-current Current Total Non-current Current Total Unsecured, considered good Loans to related parties (Refer note 39 and 41(c)) 517 1,225 1,742 126 504 630 Loans and advances to employees - 2 2 - 3 3 Unsecured, considered credit impaired Loans to related parties (Refer note 39) - 5 5 - 5 5 Less: Provision for expected credit loss - (5) (5) - (5) (5) Total 517 1,227 1,744 126 507 633 570 571 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 9 Financial assets - Others (C in crore) Particulars As at 31 March 2024 As at 31 March 2023* Non-current Current Total Non-current Current Total Bank deposits a, b 675 - 675 521 - 521 Site restoration asset b 822 - 822 701 - 701 Unsecured, considered good Security deposits 188 24 212 144 11 155 Advance recoverable (Oil and Gas Business) - 6,345 6,345 - 6,658 6,658 Others c 8 2,503 2,511 748 70 818 Receivable from related parties (Refer note 39) - 784 784 - 501 501 Unsecured, considered credit impaired Security deposits 15 1 16 15 1 16 Others c 350 527 877 467 199 666 Less: Provision for expected credit loss (365) (528) (893) (482) (200) (682) Total 1,693 9,656 11,349 2,114 7,240 9,354 * Restated, refer note 3(d)(i) (a) Bank deposits includes fixed deposits with maturity more than 12 months of C 193 crore (31 March 2023: C 107 crore) under lien with bank, C 4 crore (31 March 2023: C Nil crore) under lien with others, C 207 crore (31 March 2023: C 208 crore) held as reserve created against principal payment on loans from banks, C 201 crore (31 March 2023: C 146 crore) held as interest reserve created against interest payment on loans from banks, C 68 crore (31 March 2023: C 58 crore) held as margin money created against bank guarantee and C 2 crore (31 March 2023: C 2 crore) held as fixed deposit for closure cost. (b) Bank deposits and site restoration asset earns interest at fixed rate based on respective deposit rate. (c) Government of India (GoI) vide Office Memorandum (“OM”) No. O-19025/10/2005-ONG-DV dated 01 February 2013 allowed for Exploration in the Mining Lease Area after expiry of Exploration period and prescribed the mechanism for recovery of such Exploration Cost incurred. Vide another Memorandum dated 24 October 2019, GoI clarified that all approved Exploration costs incurred on Exploration activities, both successful and unsuccessful, are recoverable in the manner as prescribed in the OM and as per the provisions of PSC. Accordingly, the Company has started recognising revenue, for past exploration costs, through increased share in the joint operations revenue as the Company believes that cost recovery mechanism prescribed under OM for profit petroleum payable to GoI is not applicable to its Joint operation partner. During the year, the Arbitration Tribunal has issued Final Partial Award which allowed for recovery of exploration costs (Refer Note 34(a)). Accordingly, the Company has recognised additional C 240 crore (US$ 29 million). At year end, an amount of C 1,114 crore (US$ 134 million) (31 March 2023: C 859 crore (US$ 105 million)) is receivable from its joint operation partner on account of this. The Company is actively engaging with Joint operation partner and the same will be recovered through revenue in due course. 10 Other assets (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Non-current Current Total Non-current Current Total Capital advances 1,121 - 1,121 687 - 687 Advances for related party supplies (Refer note 39) 20 1,041 1,061 25 1,569 1,594 Advances for supplies - 1,052 1,052 - 1,480 1,480 Others Balance with government authorities a 721 821 1,542 631 1,006 1,637 Loan to employee benefit trust 154 - 154 53 - 53 Others b 675 451 1,126 650 662 1,312 Unsecured, considered doubtful Capital advances 173 - 173 176 - 176 Balance with government authorities 3 107 110 3 106 109 Advance for supplies - 63 63 - 58 58 Others b 201 2 203 380 4 384 Less : Provision for doubtful advances (377) (172) (549) (559) (168) (727) Total 2,691 3,365 6,056 2,046 4,717 6,763 (a) Includes C 34 crore (31 March 2023: C 34 crore), being Company’s share of gross amount of C 97 crore (31 March 2023: C 97 crore) paid under protest on account of Education Cess and Secondary Higher Education Cess for the financial year 2013-14. (b) Others include claim receivables, advance recoverable (oil and gas business), prepaid expenses and export incentive receivables. 11 Inventories (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Raw Materials 1,540 1,706 Goods-in transit 1,315 1,816 Work-in-progress 2,186 2,503 Finished goods 298 336 Fuel Stock 897 1,151 Goods-in transit 54 32 Stores and Spares 654 671 Goods-in transit 2 2 Total 6,946 8,217 (a) For method of valuation for each class of inventories, refer note 3(a)(I). (b) Inventory held at net realisable value amounted to C 1,451 crore (31 March 2023: C 1,824 crore). (c) Write down of inventories amounting to C 105 crore has been charged to the Statement of Profit and Loss during the year (31 March 2023: C 43 crore). 572 573 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 12 Current financial assets - Cash and cash equivalents (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Balances with banks a 1,431 5,088 Deposits with original maturity of less than 3 months (including interest accrued thereon) b 57 59 Cash on hand 0 0 Total 1,488 5,147 (a) Including foreign inward remittances aggregating C 15 crore (US$ 2 million) (31 March 2023: C 223 crore (US$ 27 million)) held by banks in their nostro accounts on behalf of the Company. (b) Bank deposits earn interest at fixed rate based on respective deposit rates. 13 Current financial assets - Other bank balances (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Bank deposits with original maturity of more than 3 months but less than 12 months (including interest accrued thereon) a, b, d 472 202 Bank deposits with original maturity of more than 12 months (including interest accrued thereon) c, d 52 0 Earmarked unpaid dividend accounts e 128 114 Earmarked escrow account f 2 2 Total 654 318 (a) Includes C 34 crore (31 March 2023: C 66 crore) on lien with banks and margin money of C 82 crore (31 March 2023: C 41 crore). (b) Restricted funds of C 26 crore (31 March 2023: C 22 crore) on lien with others and C 258 crore (31 March 2023: C 64 crore) held as margin money created against bank guarantee. (c) Includes C 0 crore (31 March 2023: C 0 crore) of margin money with banks and fixed deposit under lien with others of C 0 crore (31 March 2023: C 0 crore). (d) Bank deposits earn interest at fixed rate based on respective deposit rates. (e) Earmarked unpaid dividend accounts are restricted in use as it relates to unclaimed or unpaid dividend, as per the provisions of the Act. (f) Earmarked escrow account is restricted in use as it relates to unclaimed redeemable preference shares. 14 Share capital Particulars As at 31 March 2024 As at 31 March 2023 Number (in crore) Amount (C in crore) Number (in crore) Amount (C in crore) A. Authorised equity share capital Opening and Closing balance [equity shares of C 1/- each with voting rights] 4,402 4,402 4,402 4,402 Authorised preference share capital Opening and Closing balance [preference shares of C 10/- each] 301 3,010 301 3,010 B. Issued, subscribed and paid up Equity shares of C 1/- each with voting rights a, b 372 372 372 372 372 372 372 372 (a) Includes 2,98,632 (31 March 2023: 3,05,832) equity shares kept in abeyance. These shares are not part of listed equity capital and pending allotment as they are sub-judice. (b) Includes 78,66,397 (31 March 2023: 40,05,075) equity shares held by Vedanta Limited ESOS Trust ("VESOS Trust"). C. Shares held by the Ultimate holding company and its subsidiaries* Particulars As at 31 March 2024 As at 31 March 2023 Number of Shares held (in crore) % of holding Number of Shares held (in crore) % of holding Twin Star Holdings Ltd 156.48 42.10 172.48 46.40 Finsider International Company Limited 9.79 2.63 16.35 4.40 Welter Trading Limited 3.82 1.03 3.82 1.03 Vedanta Holdings Mauritius Limited 10.73 2.89 10.73 2.89 Vedanta Netherlands Investments BV 0.15 0.04 0.50 0.13 Vedanta Holdings Mauritius II Limited 49.28 13.26 49.28 13.26 Total 230.25 61.95 253.16 68.11 * The % of holding has been calculated on the issued and subscribed share capital as at the respective balance sheet dates. All the above entities are subsidiaries of Vedanta Incorporated (formerly known as Volcan Investments Limited) ("Vedanta Inc"), the ultimate holding Company. D. Details of shareholders holding more than 5% shares in the Company * Particulars As at 31 March 2024 As at 31 March 2023 Number of Shares held (in crore) % of holding Number of Shares held (in crore) % of holding Twin Star Holdings Limited 156.48 42.10 172.48 46.40 Vedanta Holdings Mauritius II Limited 49.28 13.26 49.28 13.26 Life Insurance Corporation of India 32.79 8.82 33.54 9.02 * The % of holding has been calculated on the issued and subscribed share capital as at the respective balance sheet dates. As per the records of the Company, including its register of shareholders/ members, the above shareholding represents legal ownership of shares. E. Disclosure of Shareholding of Promoters and Promoter Group Promoter name As at 31 March 2024 As at 31 March 2023 Number of Shares held (in crore) % of holding % Change during the year Number of Shares held (in crore) % of holding Twin Star Holdings Ltd 156.48 42.10 (4.30) 172.48 46.40 Finsider International Company Limited 9.79 2.63 (1.77) 16.35 4.40 Welter Trading Limited 3.82 1.03 - 3.82 1.03 Vedanta Holdings Mauritius II Limited 49.28 13.26 - 49.28 13.26 Vedanta Holdings Mauritius Limited 10.73 2.89 - 10.73 2.89 Vedanta Netherlands Investments BV 0.15 0.04 (0.09) 0.50 0.13 Mr. Pravin Agarwal 0.00 0.00 - 0.00 0.00 Ms. Suman Didwania 0.01 0.00 - 0.01 0.00 Mr. Ankit Agarwal 0.00 0.00 - 0.00 0.00 Ms. Sakshi Mody 0.00 0.00 - 0.00 0.00 Total 230.26 61.95 (6.16) 253.17 68.11 574 575 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 F. Other disclosures (i) The Company has one class of equity shares having a par value of C 1 per share. Each shareholder is eligible for one vote per share held and dividend as and when declared by the Company. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend which is paid as and when declared by the Board of Directors. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding. (ii) In terms of Scheme of Arrangement as approved by the Hon'ble High Court of Judicature at Mumbai, vide its order dated 19 April 2002, the erstwhile Sterlite Industries (India) Limited (merged with the Company during FY 2013-14) during FY 2002-2003 reduced its paid up share capital by C 10 crore. There are 1,99,366 equity shares (31 March 2023: 2,00,038 equity shares) of C 1 each pending clearance from NSDL. The Company has filed an application in Hon'ble High Court of Mumbai to cancel these shares, the final decision on which is pending. Hon'ble High Court of Judicature at Mumbai, vide its interim order dated 06 September 2002 restrained any transaction with respect to subject shares. 15 Other equity (Refer statement of changes in equity) a) General reserve: Under the erstwhile Companies Act, 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable reserves for that year. Consequent to introduction of Companies Act, 2013 (“Act”), the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. The Board of Directors of the Company, on 29 October 2021, approved the Scheme of Arrangement between the Company and its shareholders under Section 230 and other applicable provisions of the Act (“Scheme”). The Scheme provides for capital reorganisation of the Company, inter alia, providing for transfer of amounts standing to the credit of the General Reserves to the Retained Earnings of the Company with effect from the Appointed Date. Post the requisite approvals obtained from Stock Exchanges and pursuant to the National Company Law Tribunal ("NCLT"), Mumbai Bench Order dated 26 August 2022 (“NCLT Order”), the proposed scheme was approved by the shareholders with requisite majority on 11 October 2022. The Company is in the process of complying with the further requirements specified in the NCLT Order. b) Securities premium: The amount received in excess of face value of the equity shares is recognised in securities premium. This reserve is utilised in accordance with the specific provisions of the Act. C) Preference share redemption reserve: The Act provides that companies that issue preference shares may redeem those shares from profits of the Company which otherwise would be available for dividends, or from proceeds of a new issue of shares made for the purpose of redemption of the preference shares. If there is a premium payable on redemption, the premium must be provided for, either by reducing the additional paid in capital (securities premium account) or net income, before the shares are redeemed. If profits are used to redeem preference shares, the value of the nominal amount of shares redeemed should be transferred from profits (retained earnings) to the preference share redemption reserve. This amount should then be utilised for the purpose of redemption of redeemable preference shares. This reserve can be used to issue fully paid-up bonus shares to the shareholders of the Company. d) Capital reserve: The balance in capital reserve has mainly arisen consequent to merger of Cairn India Limited with the Company. e) Foreign currency translation reserve: The Statement of Profit and Loss of oil and gas business is translated into Indian Rupees (C) at the average rates of exchange during the year/ exchange rates as on the date of the transaction and the Balance Sheet is translated at the exchange rate as at the reporting date. Exchange difference arising on translation is recognised in other comprehensive income and would be recycled to the statement of profit and loss as and when these operations are disposed off. f) Share Based Payment Reserve: Share-based payments reserve represents amount of fair value, as on the date of grant, of unvested options and vested options not exercised till date, that have been recognised as expense in the statement of profit and loss till date. g) Hedging reserve: Hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of hedging instruments entered into for cash flow hedges, which is recognised in OCI and later reclassified to statement of profit and loss when the hedge item affects profit or loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability. 16 Capital management The Company’s objectives when managing capital is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth. The Company’s overall strategy remains unchanged from previous year. The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments. The funding requirements are met through a mixture of equity, internal fund generation and borrowings. The Company’s policy is to use current and non-current borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the gearing ratio which is net debt divided by total capital (equity plus net debt). The Company is not subject to any externally imposed capital requirements. Net debt are non-current and current debts as reduced by cash and cash equivalents, other bank balances and short term investments. Equity comprises all components including other comprehensive income. The following table summarises the capital of the Company: (C in crore, except otherwise stated) Particulars As at 31 March 2024 As at 31 March 2023* Cash and cash equivalents (Refer note 12) 1,488 5,147 Other bank balances a (Refer note 13) 240 116 Non-current bank deposits a (Refer note 9) 400 315 Short term investments (Refer note 6B) 256 1,786 Total cash (a) 2,384 7,364 Non-current borrowings (Refer note 17A) 28,320 32,606 Current borrowings (Refer note 17B) 13,912 9,417 Total borrowings (b) 42,232 42,023 Net debt (c)=(b-a) 39,848 34,659 Total equity 65,536 69,848 Total capital (equity + net debt) (d) 1,05,384 1,04,507 Gearing ratio (times) (c/d) 0.38 0.33 * Restated, refer note 3(d)(i) (a) The constituents of ‘total cash’ for the purpose of capital management disclosure include only those amounts of restricted funds that are corresponding to liabilities (e.g. margin money deposits). Consequently, restricted funds amounting to C 689 crore (31 March 2023: C 408 crore) have been excluded from ‘total cash’ in the capital management disclosures. 576 577 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 17 Financial liabilities - Borrowings A) Non- current borrowings (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 At amortised cost Secured Non-convertible debentures 12,626 7,087 Term loans from banks - Rupee term loans 24,656 25,126 External commercial borrowings 2,917 3,261 Unsecured Non-convertible debentures - 800 Deferred sales tax liability 12 28 Rupee term loans from banks 225 1,295 Loan from Related parties (Refer Note 39) - 1,109 Redeemable preference shares 2 2 Non current borrowings 40,437 38,708 Less: Current maturities of long term borrowings a (12,117) (6,102) Total Non current borrowings (Net) (A) 28,320 32,606 Current borrowings (Refer note 17B) (B) 13,912 9,417 Total borrowings (A+B) 42,232 42,023 B) Current borrowings (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 At amortised cost Secured Working Capital Loan - 70 Current maturities of long term borrowings a 11,880 4,213 Unsecured Working Capital Loan 195 - Loan from Related parties (Refer Note 39) 1,600 - Loans repayable on demand from banks - 2,256 Commercial paper - 489 Rupee term loans from banks - 500 Current maturities of long term borrowings a 237 1,889 Total 13,912 9,417 (a) Current Maturities of long term borrowings consists of: (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Secured Non-convertible debentures 3,366 - Term loans from banks - Rupee term loans 7,655 3,828 External commercial borrowings 859 385 Unsecured Deferred sales tax liability 11 18 Redeemable preference shares 2 2 Non-convertible debentures - 800 Rupee term loans from banks 224 1,069 Total 12,117 6,102 b) Details of Non-convertible debentures issued by the Company have been provided below (Carrying Value) (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 8.74% due June 2032 4,089 4,089 9.20% due February 2030 2,000 2,000 12.00% due June 2025 3,170 - 12.00% due March 2025 2,368 - 7.68% due December 2024 999 998 3m T-bill rate + 240 bp due March 2024* - 800 Total 12,626 7,887 * 3 month treasury bill rate as at 31 March 2023 was 6.34% c) The Company has taken borrowings towards funding of its acquisitions, capital expenditure and working capital requirements. The borrowings comprise funding arrangements from various banks and financial institutions. The details of security provided by the Company to various lenders on the assets of the Company are as follows: (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Secured non-current borrowings 28,319 31,261 Secured current borrowings 11,880 4,283 Total secured borrowings 40,199 35,544 (C in crore) Facility Category Security details As at 31 March 2024 As at 31 March 2023 Working capital loans Secured Working Capital loans - 70 External Commercial Borrowings A first pari passu charge by way of hypothecation on the specified movable fixed assets of the Company pertaining to its manufacturing facilities comprising: (i) alumina refinery having output of 6 MTPA along with co-generation captive power plant with an aggregate capacity of 90 MW at Lanjigarh, Odisha and (ii) aluminium smelter having output of 1.6 MTPA along with a 1,215 (9*135) MW CPP at Jharsuguda, Odisha. 1,823 2,037 First pari passu charge by way of hypothecation on all present and future movable assets of the Company with a minimum fixed asset cover of 1.10 times of the outstanding facility during the period of the facility comprising: (i) 1.6 MTPA (proposed capacity of 1.8 MTPA) aluminium smelter along with 1,215 MW CPP at Jharsuguda; (ii) 1 MTPA (proposed capacity of 6 MTPA) alumina refinery along with 90 MW CPP at Lanjigarh, Odisha (iii) 2,400 MW Power plant (1,800 MW CPP and 600 MW Independent Power Plant ("IPP")) located at Jharsuguda, Odisha and (iv) Oil and Gas division comprising RJ-ON-90/1 Oil and Gas Block (Rajasthan), Cambay oil fields, Ravva Oil and Gas fields (under PKGM-1 block) and OALP blocks. 1,094 1,224 Non-Convertible Debentures Secured by way of first pari passu charge on whole of the movable fixed assets of: (i) alumina refinery having output of 1 MTPA along with co-generation captive power plant with an aggregate capacity of 90 MW at Lanjigarh, Odisha; and (ii) aluminum smelter having output of 1.6 MTPA along with a 1,215 (9*135) MW CPP at Jharsuguda, Odisha. Additionally, secured by way of mortgage on the freehold land comprising 18.92 acres situated at Jharsuguda, Odisha. 2,000 2,000 578 579 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 (C in crore) Facility Category Security details As at 31 March 2024 As at 31 March 2023 Non-convertible Debentures First ranking pari passu charge by way of mortgage over 18.92 acres freehold land in Jharsuguda, Odisha together with the building and structures/ erections constructed/ to be constructed thereon and all the plant and machinery and other furniture and fixtures erected/ installed or to be erected/installed thereon and hypothecation over movable fixed assets excluding capital work in progress in relation to the aluminium division comprising 6 MTPA alumina refinery along with 90 MW co-generation captive power plant in Lanjigarh, Odisha; and 1.6 MTPA aluminium smelter plant along with 1,215 MW (9*135 MW) power plant and 2400 MW power plant in Jharsuguda, Odisha including its movable plant and machinery, machinery spares, tools and accessories and other movable fixed assets. 4,089 4,089 Secured by way of first pari-passu charge on the specific movable fixed assets. The whole of the movable fixed assets both present and future, of the Company in relation to the aluminium division, comprising the following facilities: (i) 1 MTPA alumina refinery along with 90 MW co-generation captive power plant in Lanjigarh, Odisha; and (ii) 1.6 MTPA aluminium smelter plant along with 1,215 MW (9*135 MW) power plant in Jharsuguda, Odisha including its movable plant and machinery, capital work in progress, machinery spares, tools and accessories, and other movable fixed assets. 999 998 Secured by :- (i) first ranking pari passu charge, by way of hypothecation, over the movable fixed assets of the Company to be more particularly set out in the deed of hypothecation; (ii) first ranking exclusive charge, by way of hypothecation, over certain charged receivables and designated cash account to be more particularly set out in the deed of hypothecation; and (iii) a pledge over shares constituting 100 per cent of the share capital of Sesa Iron and Steel Limited; and (iv) any other security as may be agreed between the Company and the Trustee. 3,170 - Secured by (i) 1.6 MTPA aluminium smelter plant along with 1,215 MW (9*135 MW) captive power plant in Jharsuguda, Odisha; (ii) 6 MTPA Alumina refinery along with 90 MW co-generation captive power plant (operating capacity) in Lanjigarh, Odisha; (iii) 2,400 MW power plant (1,800 MW CPP and 600 MW IPP) located at Jharsuguda, Odisha; (iv) Copper plant assets at Silvassa including 245,000 MT of blister/ secondary material processing plant, a 216,000 TPA copper refinery plant and a copper rod mill with an installed capacity of 258,000 TPA; (v) Oil & gas division comprising of RJ-ON-90/1 Oil & Gas Block (Rajasthan); Cambay oil fields and Ravva oil & gas Fields (under PKGM-1 block); OALP blocks; (vi) all assets, business and undertaking of every kind (tangible movable assets constituting fixed assets) of the Company related to exploration, mining, processing, and manufacturing of iron ore and its derivatives in Karnataka and Goa. These assets include pig iron plants, metallurgical coke plants, and power plants in Goa; and (vii) a pledge over shares constituting 100 per cent of the share capital of Sesa Iron and Steel Limited. 2,368 - (C in crore) Facility Category Security details As at 31 March 2024 As at 31 March 2023 Term loans from banks (includes rupee term loans and foreign currency term loans) Secured by a pari passu charge by way of hypothecation of all the movable fixed assets of the Company pertaining to its aluminium division project consisting: (i) alumina refinery having output of 1 MTPA (Refinery) along with co- generation captive power plant with an aggregate capacity of 90 MW at Lanjigarh, Orissa (Power Plant); and (ii) aluminium smelter having output of 1.6 MTPA along with a 1,215 (9x135) MW CPP at Jharsuguda, Orissa (Smelter) (the Refinery, Power Plant and Smelter). Also, a first pari passu charge by way of equitable mortgage on the land pertaining to the mentioned project of aluminium division. 1,433 1,605 Secured by a pari passu charge by way of hypothecation on the movable fixed assets of the Lanjigarh Refinery Expansion Project including 210 MW Power Project. Lanjigarh Refinery Expansion Project shall specifically exclude the 1 MTPA alumina refinery of the Company along with 90 MW power plant in Lanjigarh and all its related expansions. 310 359 Secured by a pari passu charge by way of hypothecation on the movable fixed assets of the the Company pertaining to its aluminium division comprising 1 MTPA alumina refinery plant with 90 MW captive power plant at Lanjigarh, Odisha and 1.6 MTPA aluminium smelter plant with 1,215 MW captive power plant at Jharsuguda, Odisha. 2,765 3,394 Secured by a pari passu charge by way of hypothecation/ equitable mortgage of the movable/ immovable fixed assets of the Company pertaining to its aluminium division comprising 1 MTPA alumina refinery plant with 90 MW captive power plant at Lanjigarh, Odisha and 1.6 MTPA aluminium smelter plant with 1,215 MW captive power plant at Jharsuguda, Odisha. 4,924 5,873 First pari passu charge by way of hypothecation/ equitable mortgage on the movable/ immovable assets of the aluminium division of the Company comprising alumina refinery having output of 1 MTPA along with co-generation captive power plant with an aggregate capacity of 90 MW at Lanjigarh, Orissa; aluminium smelter having output of 1.6 MTPA along with a 1,215 (9*135) MW CPP at Jharsuguda, Orissa and additional charge on Lanjigarh Expansion project, both present and future. 468 780 Secured by a first pari passu charge on the identified fixed assets of the Company both present and future, pertaining to its aluminium business (Jharsuguda Plant, Lanjigarh Plant), 2,400 MW power plant assets at Jharsuguda, copper plant assets at Silvassa, iron ore business in the states of Karnataka and Goa, dividends receivable from Hindustan Zinc Limited (“HZL”), a subsidiary of the Company, and the debt service reserve account to be opened for the facility along with the amount lying to the credit thereof h. 6,387 7,221 A first pari passu first charge by way of hypothecation on the Specified movable fixed assets of the Company pertaining to its Manufacturing facilities comprising: (i) alumina refinery having output of 1 MTPA along with co-generation captive power plant with an aggregate capacity of 90 MW at Lanjigarh, Orissa (ii) aluminium smelter having output of 1.6 MTPA along with a 1,215 (9x135) MW CPP at Jharsuguda, Orissa. 942 1,137 A first pari passu charged by way of hypothecation on the specified movable fixed assets (present and future) including movable plant and machinery, machinery spares, tools and accessories, furniture and fixtures, vehicle, capital work-in progress, etc of the Company pertaining to aluminium business (Jharsuguda, Lanjigarh) and 2,400 MW power plant at Jharsuguda as more particulary described as below : (i) alumina refinery upto 6 MTPA along with cogeneration captive power plant with aggregate capacity of 90 MW located in Lanjigarh, Odisha (ii) alumina smelter output of 1.6 MTPA aluminium smelter including 1,215 (9*135) MW power plant in Jharsuguda, Odisha (iii) 2,400 MW power plant (1,800 MW CPP and 600 MW IPP) located at Jharsuguda, Odisha. 374 473 580 581 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 (C in crore) Facility Category Security details As at 31 March 2024 As at 31 March 2023 Term loans from banks (includes rupee term loans and foreign currency term loans) A first pari passu charge by way of mortgage/ hypothecation over the specified movable fixed assets of the Company. Security shall comprise of assets of the aluminum and power division of the Company, comprising: (i) 1.6 MTPA aluminium smelter along with 1,215 MW CPP at Jharsuguda and (ii) 1 MTPA alumina refinery along with 90 MW CPP at Lanjigarh, Odisha. 985 1,191 Secured by first pari passu charge by way of movable fixed assets of the aluminium division of the Company comprising: (i) 6 MTPA aluminium refinery along with 90 MW Co-generation captive power plant in Lanjigarh, Orissa; (ii) 1.6 MTPA aluminium smelter along with 1,215 MW CPP at Jharsuguda, (iii) 2,400 MW power plant (1,800 MW CPP and 600 MW IPP) located at Jharsuguda, Odisha and (iv) Oil and gas division comprising RJ-ON-90/91 Oil and Gas Block (Rajasthan), Cambay Oil Fields, Ravva Oil and gas Fields under (PKMGH-1 block) and OLAP blocks 728 743 A first pari passu first charge by way of hypothecation on the specified movable fixed assets of the Company pertaining to its Manufacturing facilities comprising: (i) 1.6 MTPA aluminium smelter along with 1,215 MW CPP at Jharsuguda and (ii) 1 MTPA alumina refinery along with CPP of 90 MW at Lanjigarh, Odisha 470 490 A first pari passu charge by way of mortgage/ hypothecation over the specified immovable and movable fixed assets of the Company. Security shall comprise of assets of the aluminum and power division of the Company, comprising: (i) 1.6 MTPA Aluminium Smelter along with 1215 MW CPP at Jharsuguda and (ii) 1 MTPA Alumina refinery along with CPP of 90 MW CPP at Lanjigarh, Odisha 814 927 A first pari passu charge by way of hypothecation on all present and future movable Fixed Assets including movable plant and machinery, machinery spares, tools and accessories, furniture and fixtures, vehicles, Capital Work-in-Progress etc of the Company with a minimum fixed asset cover of 1.10 times as more particularly described as below: (i) alumina refinery upto 6 MTPA along with co-generation CPP with an aggregate capacity of 90 MW located at Lanjigarh, Orissa; (ii) aluminium smelter having output of 1.6 MTPA along with a 1,215 (9x135) MW CPP located at Jharsuguda, Orissa. (iii) 2,400 MW Power Plant (1,800 MW CPP and 600 MW IPP) located at Jharsuguda, Odisha; and (iv) Oil and Gas division comprising of RJ-ON-90/1 Oil and Gas Block (Rajasthan), Cambay Oil Fields and Ravva Oil and Gas Fields (under PKGM- 1 block) 200 250 First pari passu charge by way of hypothecation on all present and future movable fixed assets of the Company including but not limited to plant and machinery, spares, tools and accessories of 1.6 MTPA aluminium smelter along with 1,215 MW CPP at Jharsuguda, Odisha and 1 MTPA alumina refinery along with 90 MW CPP at Lanjigarh, Odisha 423 683 First Pari-passu charge by way of hypothecation on all present and future movable assets of the Company with a minimum fixed asset cover of 1.10 times of the outstanding facility comprising of - (i) 6 MTPA alumina refinery along with 90 MW co-generation captive power plant (operating capacity) in Lanjigarh, Odisha. (ii) 1.6 MTPA aluminium smelter plant along with 1,215 MW (9*135 MW) captive power plant in Jharsuguda, Odisha. (iii) 2,400 MW Power Plant (1,800 MW CPP and 600 MW IPP) located at Jharsuguda, Odisha. (iv) Oil & Gas division comprising of RJ-ON-90/1 Oil & Gas Block (Rajasthan), Cambay Oil Fields, Ravva Oil & Gas Fields (under PKGM-1 block) and OALP blocks. 848 - (C in crore) Facility Category Security details As at 31 March 2024 As at 31 March 2023 Term loans from banks (includes rupee term loans and foreign currency term loans) Secondary charge by way of hypothecation on all present and future movable assets of the Company comprising of - (i) Aluminium business of the Company at its Jharsuguda Plant and Lanjigarh Plant; (ii) 2,400 MW power plant of the Company at Jharsuguda; (iii) Copper Plant of the Company at Silvasa; (iv) Iron ore business of the Company in the state of Goa; and (v) Oil & Gas business of the Company in the states of Rajasthan, Gujarat, Andhra Pradesh and OALP blocks. Pledge of shares of HZL held by Company with a minimum coverage of 2.29X of the outstanding loan value. 1,091 - Exclusive charge by way of hypothecation on all present and future movable assets of the company comprising of - (i) 400 KTPA Copper Smelter Plant along with 246 KTPA Refinery and Ancillary Plants including 96 KTPA Copper Rod Plant, 1,300 KTPA Sulphuric Acid plant and 230 KTPA Phosphoric Acid Plant at Tuticorin (ii) 160 MW Thermal Power Plant (TPP) at Tuticorin. Pledge of shares of HZL held by company with a minimum coverage of 2.2X of the oustanding loan value. 1,494 - Total 40,199 35,544 d) The loan facilities are subject to certain financial and non-financial covenants. The primary covenants which must be complied with include interest service coverage ratio, current ratio, debt service coverage ratio, total outside liabilities to total net worth, fixed assets coverage ratio, ratio of total term liabilities to net worth and debt/EBITDA. The Company has complied with the covenants as per the terms of the loan agreement. (Refer note 2). Further, in case of borrowings having current assets as security, the quarterly statements of current assets filed by the Company with its lenders are in agreement with the books of accounts. e) Terms of repayment of total borrowings outstanding as at 31 March 2024 are provided below - (C in crore) Borrowings Weighted average interest rate as at 31 March 2024 Total carrying value <1 year 1-3 years 3-5 years >5 years Remarks Rupee term loan 9.41% 24,881 7,921 11,566 4,791 683 Repayable in 370 quarterly payments Non-convertible debentures 10.76% 12,626 3,500 3,400 - 6,089 Repayable in 5 bullet payments Working capital loan 9.55% 195 195 - - - - Deferred sales tax liability NA 12 11 1 - - Repayable in 31 monthly payments External commercial borrowing 8.16% 2,917 867 1,717 350 - Repayable in 30 half yearly payments Redeemable preference shares NA 2 2 - - - Unclaimed redemption amount due to preference shareholders. Amount is repayable on claim. Loan from related party 16.00% 1,600 1,600 - - - Repayable in 1 bullet payment Total 42,232 14,096 16,684 5,141 6,772 The above maturity is based on the total principal outstanding, gross of issue expenses and discounting impact of deferred sales tax liability. 582 583 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 f) Terms of repayment of total borrowings outstanding as at 31 March 2023 are provided below - (C in crore) Borrowings Weighted average interest rate as at 31 March 2023 Total carrying value <1 year 1-3 years 3-5 years >5 years Remarks Rupee term loan 8.39% 26,921 5,436 10,589 9,832 1,168 Repayable in 466 quarterly payments 2 half yearly payments Commercial paper 7.80% 489 489 - - - Repayable in 1 bullet payments Non convertible debentures 8.77% 7,887 800 1,000 - 6,089 Repayable in 4 bullet payments Working capital loan 7.58% 2,326 2,326 - - - This includes loans repayable on demand from banks for C 2,256 crore Deferred sales tax liability NA 28 18 10 - - Repayable in 43 monthly installments External commercial borrowing 7.42% 3,261 394 1,923 970 - Repayable in 35 half yearly payments Redeemable preference shares NA 2 2 - - - Unclaimed redemption amount due to preference shareholders. Amount is repayable on claim. Loan from Related Party 8.90% 1,109 - - - 1,109 Repayable in 1 bullet payment Total 42,023 9,465 13,522 10,802 8,366 The above maturity is based on the total principal outstanding, gross of issue expenses and discounting impact of deferred sales tax liability. g) Movement in borrowings during the year is provided below- (C in crore) Particulars Short-term borrowings Long-term borrowings* Total debt Opening balance at 01 April 2022 6,825 29,871 36,696 Cash flow (3,565) 8,740 5,175 Other non-cash changes 55 97 152 As at 31 March 2023 3,315 38,708 42,023 Opening balance at 01 April 2023 3,315 38,708 42,023 Cash flow (1,511) 2,800 1,289 Other non cash changes (9) (1,071) (1,080) As at 31 March 2024 1,795 40,437 42,232 *including Current maturities of Long term borrowings. Other non-cash changes comprised of amortisation of borrowing costs and foreign exchange difference on borrowings. h) In December 2021, the Company executed a C 8,000 crore facility agreement with Union Bank of India Limited to take over a long term syndicated facility of C 10,000 crore. This loan is secured by the way of pledge over the shares held by the Company in Hindustan Zinc Limited ("HZL") equal to minimum 1x outstanding loan value (calculated quarterly at Value Weighted Average Price), currently representing 6.10% (31 March 2023: 6.77%) of the paid-up shares of HZL. Further, the Company has also signed a Non-Disposal Undertaking ("NDU") in respect of its shareholding in HZL to the extent of 50.10% of the paid-up share capital of HZL. As at 31 March 2024, the outstanding loan amount under the facility is C 6,400 crore (31 March 2023: C 7,240 crore). 18 Financial liabilities - Trade payables (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Undisputed dues – MSME Unbilled dues 0 - Not due 46 82 Less than 1 year 98 130 1-2 years 4 4 2-3 years 4 2 More than 3 years 0 - Sub-total 152 218 Undisputed dues - Others Unbilled dues 1,377 1,316 Not due 2,338 2,893 Less than 1 year 961 1,056 1-2 Years 72 90 2-3 years 62 23 More than 3 years 68 57 Sub-total 4,878 5,435 Disputed dues - Others More than 3 years - 1 Sub-total - 1 Total 5,030 5,654 (a) Trade payables are non-interest bearing and are normally settled upto 180 days (31 March 2023: 180 days) terms. (b) For amount due and terms and conditions relating to related party payables. Refer note 39. 19 Operational Buyers'/ Suppliers' Credit is availed in foreign currency from offshore branches of Indian banks or foreign banks at an interest rate ranging from 4.85% to 8.43% (31 March 2023: 0.69% to 7.38%) per annum and in rupee from domestic banks at interest rate ranging from 6.25% to 8.48% (31 March 2023: 4.35% to 8.80%) per annum. These trade credits are largely repayable within 180 days from the date of draw down. Operational Buyers' credit availed in foreign currency is backed by Standby Letter of Credit issued under working capital facilities sanctioned by domestic banks. Part of these facilities are secured by first pari passu charge over the present and future current assets of the Company. 20 Financial liabilities - Others (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Non-current Current Total Non-current Current Total Liability for capital expenditure - 7,147 7,147 - 7,082 7,082 Security deposits and retentions - 38 38 - 39 39 Interest accrued but not due - 451 451 - 445 445 Unpaid/unclaimed dividend a - 128 128 - 114 114 Dividend payable - - - - 7,613 7,613 Unpaid matured deposits and interest accrued thereon b - 0 0 - 0 0 Profit petroleum payable - 2,297 2,297 - 1,849 1,849 Dues to related parties (Refer note 39) - 25 25 - 287 287 Other liabilities c - 1,125 1,125 - 996 996 Total - 11,211 11,211 - 18,425 18,425 584 585 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 (a) Does not include any amounts, due and outstanding, to be credited to Investor Education and Protection Fund except C 0.03 crore (31 March 2023: C 0.23 crore) which is held in abeyance due to a pending legal case. (b) Matured deposits of C 0.00 crore (31 March 2023: C 0.01 crore) due for transfer to Investor Education and Protection Fund have not been transferred in view of pending litigation between the beneficiaries. (c) Includes revenue received in excess of entitlement interest of C 238 crore (31 March 2023: C 239 crore) of which C 145 crore (31 March 2023: C 135 crore) is payable to ONGC, reimbursement of expenses, provision for expenses, liabilities related to compensation/ claim etc. 21 The movement in lease liabilities is as follows : (C in crore) At 01 April 2022 82 Additions during the year 29 Interest on lease liabilities 6 Payments made* (22) FCTR and other adjustments 2 At 01 April 2023 97 Additions during the year 314 Interest on lease liabilities 21 Payments made* (62) FCTR and other adjustments (27) At 31 March 2024 343 *Includes payment of interest on lease liabilities of C 21 crore (31 March 2023: C 6 crore) 22 Financial instruments A. Financial assets and liabilities: The accounting classification of each category of financial instruments, and their carrying amounts, are set out below: As at 31 March 2024 (C in crore) Financial Assets Fair value through profit or loss Fair value through other comprehensive income Derivatives designated as hedging instruments Amortised cost Total carrying value Total fair value Investments* 448 64 - - 512 512 Trade receivables 110 - - 2,427 2,537 2,537 Cash and cash equivalents - - - 1,488 1,488 1,488 Other bank balances - - - 654 654 654 Loans - - - 1,744 1,744 1,744 Derivatives 41 - 93 - 134 134 Other financial assets - - - 11,349 11,349 11,349 Total 599 64 93 17,662 18,418 18,418 (C in crore) Financial Liabilities Fair value through profit or loss Derivatives designated as hedging instruments Amortised cost Total carrying value Total fair value Borrowings - - 42,232 42,232 42,487 Trade payables 544 - 4,486 5,030 5,030 Operational buyers' credit / suppliers' credit - - 12,072 12,072 12,072 Derivatives 21 52 - 73 73 Other financial liabilities** - - 11,554 11,554 11,554 Total 565 52 70,344 70,961 71,216 As at 31 March 2023 (C in crore) Financial Assets Fair value through profit or loss Fair value through other comprehensive income Derivatives designated as hedging instruments Amortised cost Total carrying value Total fair value Investments* 1,885 81 - - 1,966 1,966 Trade receivables 171 - - 2,370 2,541 2,541 Cash and cash equivalents - - - 5,147 5,147 5,147 Other bank balances - - - 318 318 318 Loans - - - 633 633 633 Derivatives 19 - 79 - 98 98 Other financial assets*** - - - 9,354 9,354 9,354 Total 2,075 81 79 17,822 20,057 20,057 (C in crore) Financial Liabilities Fair value through profit or loss Derivatives designated as hedging instruments Amortised cost Total carrying value Total fair value Borrowings - - 42,023 42,023 41,974 Trade payables 899 - 4,755 5,654 5,654 Operational buyers' credit / suppliers' credit - - 10,485 10,485 10,485 Derivatives 67 104 - 171 171 Other financial liabilities** - - 18,522 18,522 18,522 Total 966 104 75,785 76,855 76,806 * Excludes investments (in equity shares, preference shares and debentures) in subsidiaries, associates and joint ventures which are carried at cost and hence are not required to be disclosed as per Ind AS 107 “Financial Instruments Disclosures”. **Includes lease liabilities of C 343 crore (31 March 2023: C 97 crore). *** Restated, refer note 3(d)(i) B. Fair value hierarchy The Company uses the following hierarchy for determining and/or disclosing the fair value of financial instruments by valuation techniques: (i) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. (ii) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e., derived from prices). (iii) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs) 586 587 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 The below table summarises the categories of financial assets and liabilities as at 31 March 2024 and 31 March 2023 measured at fair value: As at 31 March 2024 (C in crore) Financial Assets Level 1 Level 2 Level 3 At fair value through profit or loss - Investments 256 - 192 - Derivative financial assets* - 41 - - Trade receivables - 110 - At fair value through other comprehensive income - Investments 53 - 11 Derivatives designated as hedging instruments - Derivative financial assets* - 93 - Total 309 244 203 (C in crore) Financial liabilities Level 1 Level 2 Level 3 At fair value through profit or loss - Derivative financial liabilities* - 21 - - Trade payables - 544 - Derivatives designated as hedging instruments -Derivative financial liabilities* - 52 - Total - 617 - As at 31 March 2023 (C in crore) Financial Assets Level 1 Level 2 Level 3 At fair value through profit or loss - Investments 1,786 - 99 - Derivative financial assets* - 19 - - Trade receivables - 171 - At fair value through other comprehensive income - Investments 70 - 11 Derivatives designated as hedging instruments - Derivative financial assets* - 79 - Total 1,856 269 110 (C in crore) Financial liabilities Level 1 Level 2 Level 3 At fair value through profit or loss -Derivative financial liabilities* - 67 - -Trade payables - 899 - Derivatives designated as hedging instruments -Derivative financial liabilities* - 104 - Total - 1,070 - Reconciliation of Level 3 fair value measurement (C in crore) At 01 April 2022 41 Investments made during the year 69 At 01 April 2023 110 Investments made during the year 101 Investments redeemed during the year (8) At 31 March 2024 203 * Refer “D” below. The below table summarises the fair value of borrowings which are carried at amortised cost as at 31 March 2024 and 31 March 2023: As at 31 March 2024 (C in crore) Financial Liabilities Level 1 Level 2 Level 3 Borrowings - 42,487 - Total - 42,487 - As at 31 March 2023 (C in crore) Financial Liabilities Level 1 Level 2 Level 3 Borrowings - 41,974 - Total - 41,974 - The fair value of the financial assets and liabilities are at the amount that would be received to sell an asset and paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used to estimate the fair values: Investments traded in active markets are determined by reference to quoted prices in an active market in case of listed securities and by quotes from the financial institutions; for example: Net asset value (NAV) for investments in mutual funds declared by mutual fund house. For other listed securities traded in markets which are not active, the quoted price is used wherever the pricing mechanism is same as for other marketable securities traded in active markets. Other investments, inputs for which are not based on observable market data (unobservable inputs), are valued on the basis of net assets value method. Other current investments are valued on the basis of market trades, poll and primary issuances for securities issued by the same or similar issuer and for similar maturities or based on the applicable spread movement for the security derived based on the aforementioned factor(s). Trade receivables, cash and cash equivalents, other bank balances, loans, other financial assets, current borrowings, trade payables and other current financial liabilities: Fair values approximate their carrying amounts largely due to the short- term maturities of these instruments. Non-current fixed-rate and variable-rate borrowings: Fair value has been determined using discounted cash flow model based on parameters such as interest rates, specific country risk factors, and the risk characteristics of the financed project. Other non-current financial assets and liabilities: Fair value is calculated using a discounted cash flow model with market assumptions, unless the carrying value is considered to approximate to fair value. Derivative financial assets/ liabilities: The Company executes derivative financial instruments with various counterparties. Interest rate swaps, foreign exchange forward contracts and commodity forward contracts are valued using valuation 588 589 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 techniques, which employs the use of market observable inputs. The most frequently applied valuation techniques include the forward pricing and swap models, using present value calculations. The models incorporate various inputs including foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest rate curves and forward rate curves of the underlying commodity. Commodity contracts are valued using the forward LME rates of commodities actively traded on the listed metal exchange, i.e., London Metal Exchange, United Kingdom (U.K.). For all other financial instruments, the carrying amount is either the fair value, or approximates the fair value. The changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationship and the value of other financial instruments recognised at fair value. The estimated fair value amounts as at 31 March 2024 and 31 March 2023 have been measured as at that date. As such, the fair values of these financial instruments subsequent to reporting date may be different than the amounts reported at each year-end. There are no transfers between Level 1, Level 2 and Level 3 during the year. C Risk management framework The Company’s businesses are subject to several risks and uncertainties including financial risks. The Company’s documented risk management policies act as an effective tool in mitigating the various financial risks to which the businesses are exposed in the course of their daily operations. The risk management policies cover areas such as liquidity risk, commodity price risk, foreign exchange risk, interest rate risk, counterparty credit risk and capital management. Risks are identified at both the corporate and individual subsidiary level with active involvement of senior management. Each operating subsidiary in the Company has in place risk management processes which are in line with the Company’s policy. Each significant risk has a designated ‘owner’ within the Company at an appropriate senior level. The potential financial impact of the risk and its likelihood of a negative outcome are regularly updated. The risk management process is coordinated by the Management Assurance function and is regularly reviewed by the Company’s Audit and Risk Management Committee ("ARC"). The ARC is aided by the other Committees of the Board including the Risk Management Committee, which meets regularly to review risks as well as the progress against the planned actions. Key business decisions are discussed at the periodic meetings of the Executive Committee. The overall internal control environment and risk management programme including financial risk management is reviewed by the Audit Committee on behalf of the Board. The risk management framework aims to: - improve financial risk awareness and risk transparency - identify, control and monitor key risks - identify risk accumulations - provide management with reliable information on the Company’s risk situation - improve financial returns Treasury management Treasury management focuses on liability management, capital protection, liquidity maintenance and yield maximisation. The treasury policies are approved by the Committee of the Board. Daily treasury operations of the business units are managed by their respective finance teams within the framework of the overall Group treasury policies. Long-term fund raising including strategic treasury initiatives are managed jointly by the business treasury team and the central team at corporate treasury while short-term funding for routine working capital requirements is delegated to business units. A monthly reporting system exists to inform senior management of the Company’s investments and debt position, exposure to currency, commodity and interest rate risk and their mitigants including the derivative position. The Company has a strong system of internal control which enables effective monitoring of adherence to Company’s policies. The internal control measures are effectively supplemented by regular internal audits. The Company uses derivative instruments to manage the exposure in foreign currency exchange rates, interest rates and commodity prices. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes. The Company does not enter into complex derivative transactions to manage the treasury and commodity risks. Both treasury and commodities derivative transactions are normally in the form of forward contracts, interest rate and currency swaps and these are in line with the Company's policies. Commodity price risk The Company is exposed to the movement of base metal commodity prices on the London Metal Exchange. Any decline in the prices of the base metals that the Company produces and sells will have an immediate and direct impact on the profitability of the businesses. As a general policy, the Company aims to sell the products at prevailing market prices. The commodity price risk in imported input commodity such as of alumina, anodes, etc., for our aluminium and copper business respectively, is hedged on back-to-back basis ensuring no price risk for the business. Hedging is used primarily as a risk management tool and, in some cases, to secure future cash flows in cases of high volatility by entering into forward contracts or similar instruments. The hedging activities are subject to strict limits set out by the Board and to a strictly defined internal control and monitoring mechanism. Decisions relating to hedging of commodities are taken at the Executive Committee level, basis clearly laid down guidelines. Whilst the Company aims to achieve average LME prices for a month or a year, average realised prices may not necessarily reflect the LME price movements because of a variety of reasons such as uneven sales during the year and timing of shipments. The Company is also exposed to the movement of international crude oil price and the discount in the price of Rajasthan crude oil to Brent price. Financial instruments with commodity price risk are entered into in relation to following activities: • economic hedging of prices realised on commodity contracts • cash flow hedging of revenues, forecasted highly probable transactions Aluminium The requirement of the primary raw material, alumina, is partly met from own sources and the rest is purchased primarily on negotiated price terms. Sales prices are linked to the LME prices. At present, the Company, on selective basis hedges the aluminium content in outsourced alumina to protect its margins. The Company also executes hedging arrangements for its aluminium sales to realise average month of sale LME prices. Copper The Company’s custom refining copper operations at Silvassa is benefitted by a natural hedge except to the extent of a possible mismatch in quotational periods between the purchase of anodes / blisters and the sale of finished copper. The Company’s policy on custom smelting is to generate margins from Refining Charges or "RC”, improving operational efficiencies, minimising conversion cost, generating a premium over LME on sale of finished copper, sale of by-products and from achieving import parity on domestic sales. Hence, mismatches in quotational periods are managed to ensure that the gains or losses are minimised. The Company hedges this variability of LME prices through forward contracts and tries to make the LME price a pass-through cost between purchases of anodes/ blisters and sales of finished products, both of which are linked to the LME price. RCs are a major source of income for the Indian copper refining operations. Fluctuations in RCs are influenced by factors including demand and supply conditions prevailing in the market for smelters output. The Company’s copper business has a strategy of securing a majority of its anodes/ blisters feed requirement under long-term contracts with smelters/ traders. Iron ore The Company sells its Iron Ore production from Goa on the prevailing market prices and from Karnataka through e-auction route as mandated by State Government of Karnataka in India. 590 591 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 Oil and Gas The prices of various crude oils are based upon the price of the key physical benchmark crude oil such as Dated Brent, West Texas Intermediate, and Dubai/ Oman etc. The crude oil prices move based upon market factors like supply and demand. The regional producers price their crude basis these benchmark crude with a premium or discount over the benchmark based upon quality differential and competitiveness of various grades. The Company also hedges variability of crude price through forward contracts on selective basis. Natural gas markets are evolving differently in important geographical markets. There is no single global market for natural gas. This could be owing to difficulties in large-scale transportation over long distances as compared to crude oil. Globally, there are three main regional hubs for pricing of natural gas, which are USA (Henry Hub Prices), UK (NBP Price) and Japan (imported gas price, mostly linked to crude oil). Provisionally priced financial instruments On 31 March 2024, the value of net financial liabilities linked to commodities (excluding derivatives) accounted for on provisional prices was C 434 crore (31 March 2023: liabilities of C 728 crore). These instruments are subject to price movements at the time of final settlement and the final price of these instruments will be determined in the financial year beginning 01 April 2024. Set out below is the impact of 10% increase in LME prices on pre-tax profit/ (loss) for the year and pre-tax total equity as a result of changes in value of the Company’s commodity financial instruments: For the year ended 31 March 2024 (C in crore) Total Exposure Effect on profit/ (loss) of a 10% increase in the LME Effect on total equity of a 10% increase in the LME Copper (504) (50) - For the year ended 31 March 2023 (C in crore) Total Exposure Effect on profit/ (loss) of a 10% increase in the LME Effect on total equity of a 10% increase in the LME Copper (967) (97) - The above sensitivities are based on volumes, costs, exchange rates and other variables and provide the estimated impact of a change in LME prices on profit and equity assuming that all other variables remain constant. A 10% decrease in LME prices would have an equal and opposite effect on the Company’s financial statements. The impact on pre-tax profit/ (loss) mentioned above includes the impact of a 10% increase in closing copper LME for provisionally priced copper concentrate purchased at Copper division custom smelting operations in India of C 89 crore loss (31 March 2023: C 129 crore loss), which is pass through in nature and as such will not have any impact on the profitability. Financial risk The Company’s Board approved financial risk policies include monitoring, measuring and mitigating the liquidity, currency, interest rate and counterparty risk. The Company does not engage in speculative treasury activity but seeks to manage risk and optimise interest and commodity pricing through proven financial instruments. (a) Liquidity The Company requires funds both for short-term operational needs as well as for long-term investment programmes mainly in growth projects. The Company generates sufficient cash flows from the current operations which together with the available cash and cash equivalents and short-term investments provide liquidity both in the short-term as well as in the long-term. The Company has been rated by CRISIL Limited (CRISIL) and India Ratings and Research Private Limited (India Rating) for its capital market issuance in the form of CPs and NCDs and for its banking facilities in line with Basel II norms. During FY 2024, CRISIL Ratings has downgraded its rating on the long-term bank facilities and debt instruments of the Company from ‘CRISIL AA’ to 'CRISIL AA-' while the rating on short-term facilities and commercial paper has been reaffirmed at 'CRISIL A1+'. The ratings have also been placed on Watch with Developing Implications. During FY 2024, India Ratings has downgraded the Company’s rating on the long-term instruments from ‘IND AA’ to ‘IND A+’ and on short-term facilities and commercial paper from ‘IND A1+’ to ‘IND A1’. The ratings have also been placed on Watch with Developing Implications. The ratings downgrade is driven by higher than expected leverage and increase in borrowing costs. However, they expect reduced refinancing risk for Vedanta Resources Limited to support the Company’s financial flexibility, with improved access and cost of borrowing from the banks and capital markets. The Rating Watch is due to the demerger announcement of the company as clarity on allocation of assets and liabilities and it’s probable impact on liquidity of the company is awaited by the rating agencies. Anticipated future cash flows, together with undrawn fund based committed facilities of C 480 crore, and cash, bank and short term investments of C 2,384 crore as at 31 March 2024, are expected to be sufficient to meet the liquidity requirement of the Company in the near future. The Company remains committed to maintaining a healthy liquidity, a low gearing ratio, deleveraging and strengthening its balance sheet. The maturity profile of the Company’s financial liabilities based on the remaining period from the date of balance sheet to the contractual maturity date is given in the table below. The figures reflect the contractual undiscounted cash obligation of the Company. As at 31 March 2024 (C in crore) Payments due by year <1 year 1-3 years 3-5 years >5 years Total Borrowings * 24,118 14,129 11,334 18,465 68,046 Derivative financial liabilities 73 - - - 73 Lease liabilities 131 128 52 32 343 Trade Payables and other financial liabilities ** 28,115 - - - 28,115 Total 52,437 14,257 11,386 18,497 96,577 As at 31 March 2023 (C in crore) Payments due by year <1 year 1-3 years 3-5 years >5 years Total Borrowings * 12,955 17,650 13,063 10,690 54,358 Derivative financial liabilities 151 20 - - 171 Lease liabilities 46 19 3 29 97 Trade Payables and other financial liabilities ** 34,266 - - - 34,266 Total 47,418 17,689 13,066 10,719 88,892 *Includes non-current borrowings, current borrowings, committed interest payments on borrowings and interest accrued on borrowings. **Includes both non-current and current financial liabilities and committed interest payment, as applicable. Excludes interest accrued on borrowings. 592 593 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 The Company had access to following funding facilities : As at 31 March 2024 (C in crore) Funding facilities Total Facility Drawn Undrawn Fund/non-fund based 52,021 47,544 4,477 As at 31 March 2023 (C in crore) Funding facilities Total Facility Drawn Undrawn Fund/non-fund based 58,039 52,754 5,285 (b) Foreign exchange risk Fluctuations in foreign currency exchange rates may have an impact on the statement of profit and loss, the statement of changes in equity, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the Company. Exposures on foreign currency loans are managed through the Company wide hedging policy, which is reviewed periodically to ensure that the results from fluctuating currency exchange rates are appropriately managed. The Company strives to achieve asset liability offset of foreign currency exposures and only the net position is hedged. The Company’s presentation currency is the Indian Rupee (INR). The assets are located in India and the Indian Rupee is the functional currency except for Oil and Gas business operations which have a dual functional currency. Natural hedges available in the business are identified at each entity level and hedges are placed only for the net exposure. Short-term net exposures are hedged progressively based on their maturity. A more conservative approach has been adopted for project expenditures to avoid budget overruns, where cost of the project is calculated taking into account the hedge cost. The hedge mechanisms are reviewed periodically to ensure that the risk from fluctuating currency exchange rates is appropriately managed. The following analysis is based on the gross exposure as at the reporting date which could affect the statement of profit and loss. The exposure is mitigated by some of the derivative contracts entered into by the Company as disclosed under the section on “Derivative financial instruments”. The carrying amount of the Company's financial assets and liabilities in different currencies are as follows: (C in crore) Currency As at 31 March 2024 As at 31 March 20223 Financial Assets Financial liabilities Financial Assets* Financial liabilities INR 10,614 50,559 15,739 53,560 USD 7,518 19,736 4,033 22,876 Others 286 666 285 419 Total 18,418 70,961 20,057 76,855 * Restated, refer note 3(d)(i) The Company’s exposure to foreign currency arises where an entity holds monetary assets and liabilities denominated in a currency different to the functional currency of the respective business, with US dollar being the major non-functional currency. The foreign exchange rate sensitivity is calculated by the aggregation of the net foreign exchange rate exposure with a simultaneous parallel foreign exchange rates shift in the foreign currencies by 10% against the functional currency of the respective businesses. Set out below is the impact of a 10% strengthening in the functional currencies of the respective businesses on pre- tax profit/ (loss) and pre-tax equity arising as a result of the revaluation of the Company’s foreign currency monetary financial assets/ liabilities: For the year ended 31 March 2024 (C in crore) Effect of 10% strengthening of functional currency on pre-tax profit/ (loss) Effect of 10% strengthening of foreign currency on equity USD 1,022 - INR (224) - For the year ended 31 March 2023 (C in crore) Effect of 10% strengthening of functional currency on pre-tax profit/ (loss) Effect of 10% strengthening of foreign currency on equity USD 1,438 - INR (456) - A 10% weakening of functional currencies of the respective businesses would have an equal and opposite effect on the Company’s financial statements. (c) Interest rate risk At 31 March 2024, the Company’s net debt of C 39,848 crore (31 March 2023: C 34,659 crore) comprises debt of C 42,232 crore (31 March 2023: C 42,023 crore) offset by cash, bank and short term investments of C 2,384 crore (31 March 2023: C 7,364 crore). The Company is exposed to interest rate risk on short-term and long-term floating rate instruments and on the refinancing of fixed rate debt. The Company’s policy is to maintain a balance of fixed and floating interest rate borrowings and the proportion of fixed and floating rate debt is determined by current market interest rates. The borrowings of the Company are principally denominated in Indian Rupees and US dollars with mix of fixed and floating rates of interest. The USD floating rate debt is linked to US dollar LIBOR and INR Floating rate debt to Bank’s base rate. The Company has a policy of selectively using interest rate swaps, option contracts and other derivative instruments to manage its exposure to interest rate movements. These exposures are reviewed by appropriate levels of management on a monthly basis. The Company invests cash and liquid investments in short-term deposits and debt mutual funds, some of which generate a tax-free return, to achieve the Company’s goal of maintaining liquidity, carrying manageable risk and achieving satisfactory returns. Floating rate financial assets are largely mutual fund investments which have debt securities as underlying assets. The returns from these financial assets are linked to market interest rate movements; however the counterparty invests in the agreed securities with known maturity tenure and return and hence has manageable risk. 594 595 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 The exposure of the Company’s financial assets as at 31 March 2024 to interest rate risk is as follows: (C in crore) As at 31 March 2024 Total Floating rate Financial assets Fixed rate financial assets Non-interest bearing financial assets Financial Assets 18,418 256 4,229 13,933 The exposure of the Company’s financial liabilities as at 31 March 2023 to interest rate risk is as follows: (C in crore) As at 31 March 2024 Total Floating rate Financial liabilities Fixed rate financial liabilities Non-interest bearing financial liabilities Financial Liabilities 70,961 31,359 23,139 16,463 The exposure of the Company’s financial assets as at 31 March 2023 to interest rate risk is as follows: (C in crore) As at 31 March 2023 Total Floating rate Financial assets Fixed rate financial assets Non-interest bearing financial assets Financial Assets* 20,057 1,786 2,317 15,954 The exposure of the Company’s financial liabilities as at 31 March 2023 to interest rate risk is as follows: (C in crore) As at 31 March 2023 Total Floating rate Financial liabilities Fixed rate financial liabilities Non-interest bearing financial liabilities Financial Liabilities 76,855 30,982 21,568 24,305 * Restated, refer note 3(d)(i) Considering the net debt position as at 31 March 2024 and the investment in bank deposits, corporate bonds and debt mutual funds, any increase in interest rates would result in a net loss and any decrease in interest rates would result in a net gain. The sensitivity analysis below has been determined based on the exposure to interest rates for financial instruments at the balance sheet date. The table below illustrates the impact of a 0.5% to 2.0% movement in interest rates on floating rate financial assets/ liabilities (net) on profit/ (loss) and equity assuming that the changes occur at the reporting date and has been calculated based on risk exposure outstanding as of that date. The year-end balances are not necessarily representative of the average debt outstanding during the year. This analysis also assumes that all other variables, in particular foreign currency rates, remain constant. (C in crore) Increase in interest rates Effect on pre-tax profit/(loss) during the year ended 31 March 2024 Effect on pre-tax profit/(loss) during the year ended 31 March 2023 0.50% (156) (146) 1.00% (312) (292) 2.00% (624) (584) An equivalent reduction in interest rates would have an equal and opposite effect on the Company’s financial statements. (d) Counterparty and concentration of credit risk Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company is exposed to credit risk from trade receivables, contract assets, investments, loans, other financial assets, and derivative financial instruments. Credit risk on receivables is limited as almost all credit sales are against letters of credit and guarantees of banks of national standing. Moreover, given the diverse nature of the Company’s businesses trade receivables are spread over a number of customers with no significant concentration of credit risk. The history of trade receivables shows a negligible provision for bad and doubtful debts. Therefore, the Company does not expect any material risk on account of non- performance by any of the Company’s counterparties. The Company has clearly defined policies to mitigate counterparty risks. For current investments, counterparty limits are in place to limit the amount of credit exposure to any one counterparty. This, therefore, results in diversification of credit risk for our mutual fund and bond investments. For derivative and financial instruments, the Company attempts to limit the credit risk by only dealing with reputable banks and financial institutions. The carrying value of the financial assets represents the maximum credit exposure. The Company’s maximum exposure to credit risk is C 18,417 crore and C 20,057 crore as at 31 March 2024 and 31 March 2023 respectively. The maximum credit exposure on financial guarantees given by the Company for various financial facilities is described in Note 38 on “Commitments, contingencies, and guarantees”. None of the Company’s cash equivalents, including time deposits with banks, are past due or impaired. Regarding trade receivables, loans and other financial assets (both current and non-current), there were no indications as at the year end, that defaults in payment obligations will occur except as described in Notes 7, 8 and 9 on allowance for impairment of trade receivables, loans and other financial assets. Of the year end trade receivables, loans and other financial assets (excluding bank deposits, site restoration fund and derivatives) balance the following, though overdue, are expected to be realised in the normal course of business and hence, are not considered impaired as at 31 March 2024 and 31 March 2023: (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Neither impaired nor past due * 8,827 8,282 Past due but not impaired - Less than 1 month 860 627 - Between 1–3 months 228 135 - Between 3–12 months 1,617 80 - Greater than 12 months 2,600 2,182 Total 14,133 11,306 * Restated, refer note 3(d)(i) Receivables are deemed to be past due or impaired with reference to the Company’s normal terms and conditions of business. These terms and conditions are determined on a case to case basis with reference to the customer’s credit quality and prevailing market conditions. Receivables that are classified as ‘past due’ in the above tables are those that have not been settled within the terms and conditions that have been agreed with that customer. The Company based on past experiences does not expect any material loss on its receivables. The credit quality of the Company’s customers is monitored on an ongoing basis. Where receivables have been impaired, the Company actively seeks to recover the amounts in question and enforce compliance with credit terms. 596 597 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 Movement in allowances for Financial Assets (Trade receivables, loans and financial assets - others) The changes in the allowance for financial assets (current and non-current) is as follows: (C in crore) Particulars Trade receivables Financial assets - others Financial assets - loans As at 01 April 2022 1,001 747 5 Allowance made during the year 355 - - Reversals/ write-off during the year - (95) - Exchange differences - 30 - As at 31 March 2023 1,356 682 5 Allowance made during the year 222 205 - Reversals/ write-off during the year (547) - - Exchange differences - 6 - As at 31 March 2024 1,031 893 5 D. Derivative financial instruments The Company uses derivative instruments as part of its management of exposure to fluctuations in foreign currency exchange rates, interest rates and commodity prices. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes. The Company does not enter into complex derivative transactions to manage the treasury and commodity risks. Both treasury and commodities derivative transactions are normally in the form of forward contracts and these are subject to the Company guidelines and policies. The fair values of all derivatives are separately recorded in the balance sheet within current and non-current assets and liabilities. Derivatives that are designated as hedges are classified as current or non-current depending on the maturity of the derivative. The use of derivatives can give rise to credit and market risk. The Company tries to control credit risk as far as possible by only entering into contracts with reputable banks and financial institutions. The use of derivative instruments is subject to limits, authorities and regular monitoring by appropriate levels of management. The limits, authorities and monitoring systems are periodically reviewed by management and the Board. The market risk on derivatives is mitigated by changes in the valuation of the underlying assets, liabilities or transactions, as derivatives are used only for risk management purposes. (i) Cash flow hedges The Company enters into forward exchange and commodity price contracts for hedging highly probable forecast transaction and account for them as cash flow hedges and states them at fair value. Subsequent changes in fair value are recognised in equity through OCI until the hedged transaction occurs, at which time, the respective gain or losses are reclassified to profit or loss. These hedges have been effective for the year ended 31 March 2024. The Company uses foreign exchange contracts from time to time to optimise currency risk exposure on its foreign currency transactions. The Company hedged part of its foreign currency exposure on capital commitments during the year ended 2023. Fair value changes on such forward contracts are recognised in other comprehensive income. The majority of cash flow hedges taken out by the Company during the year comprise non-derivative hedging instruments for hedging the foreign exchange rate of highly probable forecast transactions and commodity price contracts for hedging the commodity price risk of highly probable forecast transactions. The cash flows related to above are expected to occur during the year ended 31 March 2025 and consequently may impact profit or loss for that year depending upon the change in the commodity prices and foreign exchange rates movements. For cash flow hedges regarded as basis adjustments to initial carrying value of the property, plant and equipment, the depreciation on the basis adjustments made is expected to affect profit or loss over the expected useful life of the property, plant and equipment. (ii) Fair value hedge The fair value hedges relate to forward covers taken to hedge currency exposure and commodity price risks. The Company’s sales are on a quotational period basis, generally one month to three months after the date of delivery at a customer’s facility. The Company enters into forward contracts for the respective quotational period to hedge its commodity price risk based on average LME prices. Gains and losses on these hedge transactions are substantially offset by the amount of gains or losses on the underlying sales. Net gains and losses are recognised in the statement of profit and loss. The Company uses foreign exchange contracts from time to time to optimise currency risk exposure on its foreign currency transactions. Fair value changes on such forward contracts are recognised in the statement of profit and loss. (iii) Non- designated economic hedge The Company enters into derivative contracts which are not designated as hedges for accounting purposes, but provide an economic hedge of a particular transaction risk or a risk component of a transaction. Hedging instruments include copper, aluminium future contracts on the LME and certain other derivative instruments. Fair value changes on such derivative instruments are recognised in the statement of profit and loss. The fair value of the Company’s derivative positions recorded under derivative financial assets and derivative financial liabilities are as follows: (C in crore) Derivative Financial Instruments As at 31 March 2024 As at 31 March 2023 Assets Liabilities Assets Liabilities Current Cash flow hedge* - Commodity contracts - - 30 - Fair Value hedge - Commodity contracts 86 39 45 69 - Forward foreign currency contracts 4 13 4 15 Non - qualifying hedges/economic hedge - Commodity contracts 32 - - - - Forward foreign currency contracts 9 21 19 67 Sub-total (A) 131 73 98 151 Non-current Fair value hedge - Forward foreign currency contracts 3 - - 20 Sub-total (B) 3 - - 20 Total (A+B) 134 73 98 171 * Refer statement of profit and loss and statement of changes in equity for the changes in the fair value of cash flow hedges. E. Derivative contracts executed by the Company and outstanding as at Balance Sheet date : (i) To hedge currency risks and interest related risks, the Company has executed various derivatives contracts. The category wise break up of amount outstanding as at Balance Sheet date is given below : (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Forex forward cover (buy) 12,827 9,679 Forex forward cover (sell) 167 0 Interest rate swap 2,917 3,261 Total 15,911 12,940 598 599 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 (ii) For hedging commodity related risks :- Category wise break up is given below. Particulars As at 31 March 2024 As at 31 March 2023 Purchases Sales Purchases Sales Forwards/ Futures Copper (MT) 900 4,925 5,550 11,775 Gold (Oz) - 572 - 16,940 Silver (Oz) 49,013 2,24,424 13,987 68,455 Aluminium (MT) 2,05,700 1,35,125 63,100 2,750 23 Other liabilities (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Non-current Current Total Non-current Current Total Amount payable to owned post-employment benefit trust - 15 15 - 14 14 Other statutory liabilities a - 840 840 - 931 931 Deferred government grant b 2,302 83 2,385 2,364 83 2,447 Advance from customers c 827 5,718 6,545 - 8,074 8,074 Advance from related party (Refer note 39) c - 119 119 - 3 3 Other liabilities - 167 167 - 120 120 Total 3,129 6,942 10,071 2,364 9,225 11,589 (a) Other statutory liabilities mainly include payable for PF, ESIC, withholding taxes, goods and service tax, VAT, etc. (b) Represents government assistance in the form of the duty benefit availed under Export Promotion Capital Goods (EPCG) Scheme and Special Economic Zone (SEZ) scheme on purchase of property, plant and equipment accounted for as government grant and being amortised over the useful life of such assets. (c) Advance from customers includes contract liabilities to be settled through delivery of goods. The amount of such balances as on 01 April 2022 was C 3,563 crore. During the current year, the Company has recognised revenue of C 8,068 crore (31 March 2023: C 3,511 crore) out of opening balances. All other changes are either due to receipt of fresh advances or exchange differences. 24 Provisions (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Non-current Current Total Non-current Current Total Provision for employee benefits (Refer note 25) a - Retirement Benefit 73 33 106 61 32 93 - Others - 100 100 - 93 93 Provision for restoration, rehabilitation and environmental costs b,c 1,240 4 1,244 1,312 4 1,316 Total 1,313 137 1,450 1,373 129 1,502 a) Provision for employee benefits includes gratuity, compensated absences, deferred cash bonus, etc. b) The movement in provisions for restoration, rehabilitation and environmental costs is as follows [Refer note 3(a)(O)]: (C in crore) Particulars Restoration, rehabilitation and environmental costs (Refer c) At 01 April 2022 1,270 Additions 41 Amounts used (1) Unwinding of discount (Refer note 32) 30 Revision in estimates (131) Exchange differences 107 At 01 April 2023 1,316 Additions 5 Amounts used (11) Unwinding of discount (Refer note 32) 51 Revision in estimates (136) Exchange differences 19 At 31 March 2024 1,244 c) Restoration, rehabilitation and environmental costs The provisions for restoration, rehabilitation and environmental liabilities represent the management’s best estimate of the costs which will be incurred in the future to meet the Company’s obligations under existing Indian law and the terms of the Company’s exploration and other licences and contractual arrangements. The principal restoration and rehabilitation provisions are recorded within oil and gas business where a legal obligation exists relating to the oil and gas fields, where costs are expected to be incurred in restoring the site of production facilities at the end of the producing life of an oil field. The Company recognises the full cost of site restoration as a liability when the obligation to rectify environmental damage arises. These amounts are calculated by considering discount rates within the range of 2% to 3%, and become payable at the end of the producing life of an oil field and are expected to be incurred over a period of twenty one years. An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the development or ongoing production from a producing field. 25 Employee Benefit Plans The Company participates in defined contribution and benefit plans, the assets of which are held (where funded) in separately administered funds. For defined contribution plans, the amount charged to the statement of profit and loss is the total amount of contributions payable in the year. For defined benefit plans, the cost of providing benefits under the plans is determined by actuarial valuation separately each year for each plan using the projected unit credit method by independent qualified actuaries as at the year end. Remeasurement gains and losses arising in the year are recognised in full in other comprehensive income for the year. 600 601 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 i) Defined contribution plans The Company contributed a total of C 75 crore for the year ended 31 March 2024 and C 66 crore for the year ended 31 March 2023 to the following defined contribution plans. (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Employer’s contribution to recognised provident fund and family pension fund 52 49 Employer’s contribution to superannuation 17 13 Employer's contribution to National Pension Scheme (NPS) 6 4 Total 75 66 Central recognised provident fund In accordance with the Employees' Provident Funds and Miscellaneous Provisions Act ,1952, employees are entitled to receive benefits under the Provident Fund. Both the employee and the employer make monthly contributions to the plan at a predetermined rate (12% for the year ended 31 March 2024 and 12% for the year ended 31 March 2023) of an employee’s basic salary, and includes contribution made to Family Pension fund as explained below. All employees have an option to make additional voluntary contributions. These contributions are made to the fund administered and managed by the Government of India (GOI) or to independently managed and approved funds. The Company has no further obligations under the fund managed by the GOI beyond its monthly contributions which are charged to the statement of profit and loss in the year they are incurred. Family pension fund The Pension Fund was established in 1995 and is managed by the Government of India. The employee makes no contribution to this fund but the employer makes a contribution of 8.33% of salary each month subject to a specified ceiling per employee (included in the 12% rate specified above). This is provided for every permanent employee on the payroll. At the age of superannuation, contributions ceases and the individual receives a monthly payment based on the level of contributions through the years, and on their salary scale at the time they retire, subject to a maximum ceiling of salary level. The Government funds these payments, thus the Company has no additional liability beyond the contributions that it makes, regardless of whether the central fund is in surplus or deficit. Superannuation Superannuation, another pension scheme applicable in India, is applicable only to senior executives. The Company holds a policy with Life Insurance Corporation of India (“LIC”), to which it contributes a fixed amount relating to superannuation and the pension annuity is met by LIC as required, taking into consideration the contributions made. The Company has no further obligations under the scheme beyond its monthly contributions which are charged to the statement of profit and loss in the year they are incurred. National Pension Scheme National Pension Scheme is a retirement savings account for social security and welfare applicable for executives covered under the superannuation benefit of Vedanta Limited, on a choice basis. It was introduced to enable employees to select the treatment of superannuation component of their fixed salaries and avail the benefits offered by National Pension Scheme launched by Government of India. Vedanta Limited holds a corporate account with one of the pension fund managers authorised by the Government of India to which the Company contributes a fixed amount relating to superannuation and the pension annuity will be met by the fund manager as per rules of National Pension Scheme. The Company has no further obligations under the scheme beyond its monthly contributions which are charged to the statement of profit and loss in the year they are incurred. ii) Defined benefit plans (a) Contribution to provident fund trust (the "trust") The provident fund of the Iron Ore division is exempted under Section 17 of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952. Conditions for grant of exemption stipulates that the employer shall make good deficiency, if any, between the return guaranteed by the statute and actual earning of the Fund. Based on actuarial valuation in accordance with Ind AS 19 and the Guidance note issued by the Institute of Actuaries of India for interest rate guarantee of exempted provident fund liability of employees, there is no interest shortfall in the funds managed by the trust as at 31 March 2024 and 31 March 2023. Having regard to the assets of the Fund and the return on the investments, the Company does not expect any deficiencies in the foreseeable future. The Company contributed a total of C 13 crore for the year ended 31 March 2024 and C 8 crore for the year ended 31 March 2023. The present value of obligation and the fair value of plan assets of the trust are summarised below. (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Fair value of plan assets 297 283 Present value of defined benefit obligations (305) (282) Net liability arising from defined benefit obligation of trust (8) Nil Percentage allocation of plan assets of trust Assets by category Year ended 31 March 2024 Year ended 31 March 2023 Government Securities 46% 53% Debentures/ bonds 40% 41% Equity 14% 6% Fixed deposits 0% 0% (b) Gratuity plan In accordance with the Payment of Gratuity Act, 1972, the Company contributes to a defined benefit plan (the “Gratuity Plan”) covering certain categories of employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, disability or termination of employment being an amount based on the respective employee’s last drawn salary and the number of years of employment with the Company. The Gratuity plan is a funded plan and the Company makes contribution to recognised funds in India. Based on actuarial valuations conducted as at year end using the projected unit credit method, a provision is recognised in full for the benefit obligation over and above the funds held in the Gratuity Plan. The iron ore and oil & gas division of the Company have constituted a trust recognised by Indian Income Tax Authorities for gratuity to employees, contributions to the trust are funded with the Life Insurance Corporation of India (LIC) and ICICI Prudential Life Insurance Company Limited (ICICI). Principal actuarial assumptions Principal actuarial assumptions used to determine the present value of the Gratuity plan obligation are as follows: Particulars Year ended 31 March 2024 Year ended 31 March 2023 Discount rate 7.10% 7.39% Expected rate of increase in compensation level of covered employees 2%-10% 2%-10% In service mortality IALM (2012-14) IALM (2012-14) Post retirement mortality LIC (1996-98) Ultimate LIC (1996-98) Ultimate 602 603 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 Amount recognised in the balance sheet consists of: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Fair value of plan assets 175 159 Present value of defined benefit obligations (281) (252) Net liability arising from defined benefit obligation (106) (93) Amount recognised in the statement of profit and loss in respect of the Gratuity plan are as follows: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Current service cost 28 23 Net interest cost 7 5 Components of defined benefit costs recognised in profit or loss 35 28 Amount recognised in the other comprehensive income in respect of the Gratuity plan are as follows: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Re-measurement of the net defined benefit obligation: Actuarial losses arising from demographic adjustments 0 0 Actuarial losses arising from experience adjustments 7 15 Actuarial losses/ (gains) arising from changes in financial assumptions 6 (2) Losses on plan assets 1 2 Components of defined benefit costs recognised in other comprehensive income 14 15 Movement in present value of the Gratuity plan: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Opening balance 252 228 Current service cost 28 21 Benefits paid (31) (29) Interest cost 19 16 Actuarial losses arising from changes in assumptions 13 16 Closing balance 281 252 Movement in the fair value of Gratuity plan assets is as follows: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Opening balance 159 151 Contributions received 36 24 Benefits paid (31) (25) Re-measurement loss arising from return on plan assets (1) (2) Interest income 12 11 Closing balance 175 159 The above plan assets have been invested in the qualified insurance policies. The actual return on plan assets was C 11 crore for the year ended 31 March 2024 and C 9 crore for the year ended 31 March 2023. The weighted average duration of the defined benefit obligation is 14.59 years and 14.03 years as at 31 March 2024 and 31 March 2023 respectively. The Company expects to contribute C 18 crore to the funded defined benefit plans in during the year ended 31 March 2025. Sensitivity analysis Below is the sensitivity analysis determined for significant actuarial assumptions for the determination of defined benefit obligations and based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period while holding all other assumptions constant. (C in crore) Increase/ (Decrease) in defined benefit obligation Year ended 31 March 2024 Year ended 31 March 2023 Discount rate Increase by 0.50% (16) (13) Decrease by 0.50% 16 13 Expected rate of increase in compensation level of covered employees Increase by 0.50% 16 13 Decrease by 0.50% (16) (13) The above sensitivity analysis may not be representative of the actual benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. In presenting the above sensitivity analysis, the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. Maturity analysis of defined benefit obligation (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Less than 1 year 15 17 1-2 years 15 17 2-5 years 50 50 More than 5 years 201 168 281 252 Risk analysis The Company is exposed to a number of risks in the defined benefit plans. Most significant risks pertaining to defined benefit plans and management's estimation of the impact of these risks are as follows: Investment risk The Gratuity plan is funded with the LIC and ICICI. The Company does not have any liberty to manage the fund provided to LIC and ICICI. The present value of the defined benefit plan obligation is calculated using a discount rate determined by reference to Government of India bonds. If the return on plan asset is below this rate, it will create a plan deficit. 604 605 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 Interest risk A decrease in the interest rate on plan assets will increase the net plan obligation. Longevity risk / Life expectancy The present value of the defined benefit plan obligation is calculated by reference to the best estimate of the mortality of plan participants both during and at the end of the employment. An increase in the life expectancy of the plan participants will increase the plan obligation. Salary growth risk The present value of the defined benefit plan obligation is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan obligation. # Code on Social Security, 2020 The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective. 26 Employee benefits expense a, b (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Salaries and Wages 1,360 1,244 Share based payments (Refer note 27) 41 48 Contributions to provident and other funds (Refer Note 25) 116 97 Staff welfare expenses 120 106 Less: Cost allocated/ directly booked in Joint ventures (557) (569) Total 1,080 926 a. Net of recoveries of C 29 crore (31 March 2023: C 49 crore) from subsidiaries. b. Net of capitalisation of C 50 crore (31 March 2023: C 34 crore). 27 Share based payments The Company offers equity based and cash based option plans to its employees, officers and directors through the Company's stock option plan introduced in 2016 and Cairn India's stock option plan now administered by the Company pursuant to its merger with the Company. The Vedanta Limited Employee Stock Option Scheme (ESOS) 2016 The Company introduced an Employee Stock Option Scheme 2016 (“ESOS”), which was approved by the Vedanta Limited shareholders to provide equity settled incentive to all employees of the Company including subsidiary companies. The ESOS scheme includes tenure based, business performance based and market performance based stock options. The maximum value of options that can be awarded to members of the wider management group is calculated by reference to the grade average cost-to-company ("CTC") and individual grade of the employee. The ESOS schemes are administered through VESOS trust and have underlying Vedanta Limited equity shares. Options granted during the year ended 31 March 2024 and year ended 31 March 2023 includes business performance based, sustained individual performance based, management discretion and fatality multiplier based stock options. Business performances will be measured using Volume, Cost, Net Sales Realisation, EBITDA, Free Cash Flows, ESG & Carbon footprint or a combination of these for the respective business/ SBU entities. The exercise price of the options is C 1 per share and the performance period is three years, with no re-testing being allowed. The details of share options for the year ended 31 March 2024 is presented below: Financial Year of Grant Exercise Period Options outstanding 01 April 2023 Options granted during the year Options transferred (to)/ from Parent/ fellow subsidiaries Options forfeited/ lapsed during the year Options exercised during the year Options outstanding 31 March 2024 Options exercisable 31 March 2024 2018-19 01 November 2021 - 30 April 2022 41,450 - - - 1,094 40,356 40,356* 2019-20 29 November 2022 - 28 May 2023 11,52,087 - - 70,526 10,81,561 - - 2020-21 06 November 2023 - 05 May 2024 83,25,751 - - 41,53,161 26,54,818 15,17,772 15,17,772 2021-22 01 November 2024 - 30 April 2025 95,21,390 - - 12,96,014 - 82,25,376 - 2021-22 Cash settled - - - - - - - 2022-23 01 November 2025 - 30 April 2026 1,35,26,444 - - 18,59,760 - 1,16,66,684 - 2022-23 Cash settled 24,888 - - 24,888 - - - 2023-24 04 November 2026 - 04 May 2027 - 1,81,38,912 - 9,61,371 - 1,71,77,541 - 2023-24 Cash Settled - 11,90,420 - - - 11,90,420 - 3,25,92,010 1,93,29,332 - 83,65,720 37,37,473 3,98,18,149 15,58,128 *Options for some employees could not be exercised within exercise period due to technical issues. The details of share options for the year ended 31 March 2023 is presented below: Financial Year of Grant Exercise Period Options outstanding 01 April 2022 Options granted during the year Options transferred (to)/ from Parent/ fellow subsidiaries Options forfeited/ lapsed during the year Options exercised during the year Options outstanding 31 March 2023 Options exercisable 31 March 2023 2018-19 01 November 2021 - 30 April 2022 3,23,015 - - - 2,81,565 41,450 41,450* 2019-20 29 November 2022 - 28 May 2023 1,14,81,718 - - 61,53,328 41,76,303 11,52,087 11,52,087 2019-20 Cash settled 18,350 - - 9,740 8,610 - - 2020-21 06 November 2023 - 05 May 2024 1,08,07,521 - - 24,81,770 - 83,25,751 - 2020-21 Cash settled 19,164 - - 19,164 - - - 2021-22 01 November 2024 - 30 April 2025 1,13,04,599 - - 17,83,209 - 95,21,390 - 2021-22 Cash settled 16,907 - - 16,907 - - - 2022-23 01 November 2025 - 30 April 2026 - 1,44,37,268 - 9,10,824 - 1,35,26,444 - 2022-23 Cash settled - 24,888 - - - 24,888 - 3,39,71,274 1,44,62,156 - 1,13,74,942 44,66,478 3,25,92,010 11,93,537 *Options for some employees could not be exercised within exerscise period due to technical issues. The fair value of all options has been determined at the date of grant of the option allowing for the effect of any market-based performance conditions. This fair value, adjusted by the Group’s estimate of the number of options that will eventually vest as a result of non-market conditions, is expensed over the vesting period. 606 607 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 Business Performance-Based and Sustained Individual Performance-Based Options: The fair values of stock options following these types of vesting conditions have been estimating using the Black-Scholes- Merton Option Pricing model. The value arrived at under this model has been then multiplied by the expected % vesting based on business performance conditions (only for business performance-based options) and the expected multiplier on account of sustained individual performance (for both type of options). The inputs used in the Black-Scholes-Merton Option Pricing model include the share price considered as of the valuation date, exercise price as per the scheme/ plan of the options, expected dividend yield (estimated based on actual/ expected dividend trend of the company), expected tenure (estimated as the remaining vesting period of the options), the risk-free rate (considered as the zero coupon yield as of the valuation date for a term commensurate with the expected tenure of the options) and expected volatility (estimated based on the historical volatility of the return in company’s share prices for a term commensurate with the expected tenure of the options). The exercise period of 6 months post vesting period has not been considered as the options are expected to be exercised immediately post the completion of the vesting period. The assumptions used in the calculations of the charge in respect of the ESOS options granted during the year ended 31 March 2024 and 31 March 2023 are set out below: Particulars Year ended 31 March 2024 Year ended 31 March 2023 ESOS 2023 ESOS 2022 Number of Options Cash settled - 11,90,420 Equity settled - 1,81,38,912 Cash settled - 24,888 Equity settled - 1,44,37,268 Exercise Price C 1 C 1 Share Price at the date of grant C232.75 C 286.90 Contractual Life 3 years 3 years Expected Volatility 41.16% 50.95% Expected option life 3 years 3 years Expected dividends 14.94% 7.11% Risk free interest rate 7.18% 7.07% Expected annual forfeitures 10% p.a 10% p.a Fair value per option granted (Non-market performance based) C 121.98 C 182.46 Weighted average share price at the date of exercise of stock options was C 210.14 (31 March 2023: C 303.80) The weighted average remaining contractual life for the share options outstanding was 1.87 years (31 March 2023: 1.76 years). The Company recognised total expenses of C 92 crore (31 March 2023: C 85 crore) related to equity settled share based payment transactions for the year ended 31 March 2024 out of which C 44 crore (31 March 2023: C 33 crore) was recovered from group companies. The total charge/ (reversal) recognised on account of cash settled share based plan during the year ended 31 March 2024 is C 1 crore (31 March 2023: C (2) crore) and the carrying value of cash settled share based compensation liability as at 31 March 2024 is C 1 crore (31 March 2023: C 2 crore). Employee stock option plans of erstwhile Cairn India Limited: The Company has provided CIESOP share based payment scheme to its employees. CIESOP plan There are no specific vesting conditions under CIESOP plan other than completion of the minimum service period of 3 years from the date of grant. Phantom options are exercisable proportionate to the period of service rendered by the employee subject to completion of one year. The exercise period is 7 years from the vesting date. Details of employees stock option plans is presented below: CIESOP Plan Year ended 31 March 2024 Year ended 31 March 2023 Number of options Weighted average exercise price in J Number of options Weighted average exercise price in J Outstanding at the beginning of the year - - 10,37,641 286.85 Granted during the year - - Nil NA Expired during the year - - Nil NA Exercised during the year - - 2,66,914 286.85 Forfeited/ cancelled during the year - - 7,70,727 286.85 Outstanding at the end of the year - - - - Exercisable at the end of the year - - - - Weighted average share price at the date of exercise of stock options and exercise price for stock options during the year ended 31 March 2023 was C 411.80 and C 286.85, respectively. Out of the total expense of C 49 crore (31 March 2023: C 50 crore) pertaining to above options for the year ended 31 March 2024, the Company has capitalised C 2 crore (31 March 2023: C 2 crore) expense for the year ended 31 March 2024. 28 Revenue from operations (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Sale of products (Refer note 34(a)) 69,565 67,105 Sale of services 98 88 Total 69,663 67,193 a) Revenue from sale of products and from sale of services for the year ended 31 March 2024 includes revenue from contracts with customers of C 69,967 crore (31 March 2023: C 67,778 crore) and a net loss on mark-to-market of C 304 crore (31 March 2023: loss of C 585 crore) on account of gains/ losses relating to sales that were provisionally priced as at the beginning of the year with the final price settled in the current year, gains/ losses relating to sales fully priced during the year, and marked to market gains/ losses relating to sales that were provisionally priced as at the end of the year. b) Majority of the Company’s sales are against advance or are against letters of credit/ cash against documents/ guarantees of banks of national standing. Where sales are made on credit, the amount of consideration does not contain any significant financing component as payment terms are within three months. As per the terms of the contract with its customers, either all performance obligations are to be completed within one year from the date of such contracts or the Company has a right to receive consideration from its customers for all completed performance obligations. Accordingly, the Company has availed the practical expedient available under paragraph 121 of Ind AS 115 and dispensed with the additional disclosures with respect to performance obligations that remained unsatisfied (or partially unsatisfied) at the balance sheet date. Further, since the terms of the contracts directly identify the transaction price for each of the completed performance obligations there are no elements of transaction price which have not been included in the revenue recognised in the financial statements. Further, there is no material difference between the contract price and the revenue from contract with customers. 29 Other operating income (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Export incentives 153 194 Scrap sales 152 182 Miscellaneous income (Refer Note 39(M)) 789 511 Total 1,094 887 608 609 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 30 Other Income (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Net gain on investments measured at FVTPL 13 44 Interest income from financial assets at amortised cost - Bank deposits 112 103 - Loans 103 64 - Others 165 140 Interest on income tax refund 34 42 Dividend income from - financial assets at FVOCI 1 0 - investment in subsidiaries 4,965 20,711 Deferred government grant income 84 81 Miscellaneous income 74 77 Total 5,551 21,262 31 Changes in inventories of finished goods and work-in-progress (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Opening Stock: Finished Goods 336 385 Work in progress 2,503 3,018 Total 2,839 3,403 Add: Foreign exchange translation 1 17 (Less): Impairment of inventory (48) - Less: Closing Stock Finished Goods 298 336 Work in progress 2,186 2,503 Total 2,484 2,839 Changes in Inventory 308 581 32 Finance Cost (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Interest expense on financial liabilities at amortised cost a,c 5,618 4,405 Other finance costs 564 276 Net interest on defined benefit arrangement 7 5 Unwinding of discount on provisions (Refer note 24) 51 30 Less: Allocated to Joint venture (1) (1) Less: Capitalisation of finance costs b (Refer note 5) (560) (331) Total 5,679 4,384 a) Includes interest expense on lease liabilities for the year ended 31 March 2024 is C 21 crore (31 March 2023: C 6 crore). b) Interest rate of 8.65% (31 March 2023: 6.75%) was used to determine the amount of general borrowing costs eligible for capitalisation in respect of qualifying asset for the year ended 31 March 2024. c) Interest expense on income taxes is C 36 crore (31 March 2023: C 48 crore). 33 Other Expenses * (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Cess on crude oil 1,977 1,675 Royalty 644 335 Consumption of stores and spare parts 984 1,032 Repairs to plant and equipment 629 597 Carriage 1,401 1,342 Mine expenses 634 231 Net loss on foreign currency transactions and translations 88 352 Repairs to building 62 90 Insurance 111 110 Repairs others 91 93 Loss on sale/ discard of property, plant and equipment (net) 52 21 Rent d 20 18 Rates and taxes 72 13 Exploration costs written off 786 315 Directors sitting fees and commission 4 3 Remuneration to auditors a 10 9 Provision for doubtful advances/ expected credit loss/ Bad debts written off** 206 436 Share of expenses in producing oil & gas 1,842 1,884 Donation b 72 160 Miscellaneous expenses c 4,974 4,024 Less: Cost allocated/ directly booked in Joint ventures (332) (418) Total 14,327 12,322 * Net of recoveries of C 40 crore (31 March 2023: C 66 crore) from subsidiaries ** Includes bad debts written off of C 733 crore against the provision for expected credit loss for the year ended 31 March 2024. (a) Remuneration to auditors comprises: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Payment to auditors For statutory audit (including quarterly reviews) 8 7 For overseas reporting 1 1 For certification and other attest services 0 0 For other services 1 1 For reimbursement of expenses 0 0 Total 10 9 (b) Includes contributions through electoral bonds of C 70 crore (31 March 2023: C 155 crore). (c) Includes Corporate social responsibility expenses of C 107 crore (31 March 2023: C 112 crore) as detailed in note 41(a) and Management and Brand Fees (net) of C 2,413 crore (31 March 2023: C 1,701 crore) as detailed in note 39. (d) Rent represents expense on short term/ low value leases. 610 611 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 34 Exceptional Items (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023* Exceptional Items Tax effect of exceptional items Exceptional items after tax Exceptional Items Tax effect of exceptional items Exceptional items after tax Property, plant and equipment ("PPE"), exploration intangible assets under development, capital work-in-progress ("CWIP"), investments and other assets (impaired)/ reversal or (written off)/ written back in: - Oil and Gas 1) Reversal of previously recorded impairment/ net (loss)/ gain on buy back a,b 1,599 (138) 1,461 910 - 910 - Power 1) CWIP written off (Refer note 3(d)(i)) - - - (8,133) 2,036 (6,097) - Copper (Refer note 3(c)(A)(ii)) (746) 188 (558) - - - - Aluminium c (131) 33 (98) - - - - Unallocated 1) Gain on redemption of OCRPS d 3,287 - 3,287 - - - 2) Reversal of previously recorded impairment d,e,f 1,064 - 1,064 3,967 - 3,967 SAED on Oil and Gas sector g - - - (524) 103 (421) Total 5,073 83 5,156 (3,780) 2,139 (1,641) * Restated, refer note 3(d)(i) a. (i) The Government of India ("GoI"), acting through the Directorate General of Hydrocarbons ("DGH"), had raised a demand up to 14 May 2020 for Government’s additional share of Profit Oil based on its computation of disallowance of cost incurred over retrospective re-allocation of certain common costs between Development Areas (DAs) of Rajasthan Block and certain other matters aggregating to C 9,545 crore (US$ 1,162 million) and applicable interest thereon representing share of Vedanta Limited and its subsidiary. The Company had disputed the aforesaid demand and invoked arbitration as per the provisions of the Production Sharing Contract. The Company has received the Final Partial Award dated 22 August 2023 from the Arbitration Tribunal (‘the Tribunal”) as amended by order dated 15 November 2023 and 08 December 2023 (“the Award”), dismissing the Government’s contention of additional Profit Petroleum in relation to allocation of common development costs across Development Areas and certain other matters in accordance with terms of the Production Sharing Contract for Rajasthan Block, while disallowing some matters. Further, the Tribunal has decided that the Company was allowed to claim cost recovery of exploration cost for the purpose of computation of Profit Oil. Pursuant to the Award, the Company has recognised a benefit of C 2,381 crore (US$ 289 million) in revenue from operations and reversed previously recognised impairment on PPE of C 550 crore (US$ 67 million) during the year ended 31 March 2024 (refer note (ii) for details of recoverable value). Further, the Company has reversed previously recognised impairment on investments in wholly owned subsidiary, Cairn India Holding Limited ("CIHL") of C 1,082 crore (US$ 131 million) on account of increase in valuation of CIHL pursuant to the Award. GoI has sought an additional award or interpretation/ clarification on certain matters decided by the Tribunal under the Indian Arbitration and Conciliation Act, 1996 ("the Act") ("GoI Application"). The Tribunal vide its orders dated 15 November 2023 and 08 December 2023 has dismissed GOI’s interpretation and additional award applications in favour of the Company. The Company has adjusted the liability during the current year of C 970 crore (US$ 116 million) against the aforesaid benefits recognised as per the Award. GoI has filed interim relief application on 03 February 2024 stating that the Company has unilaterally enforced the award although the quantification of the same is pending. The Company is of the view that it is bound to implement the award. Further, the application by GoI does not meet the strict criteria for grant of interim injunction. The matter was heard on 26 March 2024 and order of the Tribunal is awaited. GoI also has filed an appeal on 07 March 2024 against the Award in Delhi High Court and the matter was heard on 14 March 2024. No stay was granted and petition was not admitted. Next date of hearing is 01 May 2024.The Company is of the view that there is no merit in the challenge filed by GoI, as the Court cannot re-appreciate the evidence in Section 34 appeal as the interpretation by the Tribunal is plausible. (ii) As at 30 September 2023, the Company has recognised a net impairment reversal of C 550 crore (US$ 67 million) on its assets in the oil and gas producing facilities pursuant to Final partial arbitration award (Refer note (i) above). The recoverable amount of the Company’s share in Rajasthan Oil and Gas cash generating unit (“RJ CGU”) is determined to be C 5,897 crore (US$ 709 million) as at 30 September 2023. The recoverable amount of the RJ CGU is determined based on the fair value less costs of disposal approach, a level-3 valuation technique in the fair value hierarchy, as it more accurately reflects the recoverable amount based on the Company’s view of the assumptions that would be used by a market participant. This is based on the cash flows expected to be generated by the projected oil and natural gas production profiles up to 2040, the expected dates of cessation of production sharing contract (PSC)/ cessation of production from each producing field based on the current estimates of reserves and risked resources. Reserves assumptions for fair value less costs of disposal tests consider all reserves that a market participant would consider when valuing the asset, which are usually broader in scope than the reserves used in a value-in-use test. Discounted cash flow analysis used to calculate fair value less costs of disposal uses assumption for short-term oil price of US$ 79 per barrel for the next one year and tapers down to long-term nominal price of US$ 74 per barrel three years thereafter derived from a consensus of various analyst recommendations. Thereafter, these have been escalated at a rate of 2.4% per annum. The cash flows are discounted using the post-tax nominal discount rate of 11.32% derived from the post-tax weighted average cost of capital after factoring in the risks ascribed to PSC extension including successful implementation of key growth projects. Based on the sensitivities carried out by the Company, change in crude price assumptions by US $ 1/bbl and changes to discount rate by 1% would lead to a change in recoverable value by C 50 crore (US$ 6 million) and C 199 crore (US$ 24 million) respectively. b. During the year ended 31 March 2023, the Board of Cairn India Holdings Limited (“CIHL”), a wholly owned subsidiary of the Company, approved the scheme of buyback upto US$ 500 million @ approximately US$ 3.3 per share. Pursuant to the same, CIHL has bought back 5,18,51,837 shares for C 1,389 crore (US$ 168 million) (31 March 2023: 10,24,69,151 shares for C 2,665 crore (US$ 332 million)). Consequently, the Company has recorded a net loss of C 33 crore (31 March 2023: gain of C 910 crore), on account of: i. Realised loss of C 326 crore (31 March 2023: C 630 crore) on account of buy back of investment set off by reversal of previously recorded impairment of C 293 crore (31 March 2023: C 813 crore) on investment bought back. ii. An earlier impairment charge of C 727 crore had been reversed during the year year ended 31 March 2023 on remaining investment in CIHL. c. Represents certain items of CWIP, which have been written off during the year ended 31 March 2024 as they are no longer expected to be used. d. During the year ended 31 March 2023, the Company had recognised an impairment reversal of C 3,187 crore on the investments in OCRPS (“Optionally Convertible Redeemable Preference Shares”) of THL Zinc Ventures Limited (“THLZVL”), a wholly owned subsidiary of the Company. Recoverable amount of the OCRPS had been determined based on the valuation of Zinc International business (“VZI”) held under THLZVL. The recoverable amount of VZI had been determined based on the fair value less cost of disposal approach, using the discounted cash flow method (“DCF method”), a level 3 valuation technique in the fair value hierarchy. This was based on the cash generated by the extraction and sale of proved and probable reserves/ natural estimated resources which are yet to be exploited during the estimated predetermined life of mine (“LOM”) after deducting costs of closure and rehabilitation after expiry of LOM. The cash flows were discounted using the post tax weighted average cost of capital ranging 8.40% to 10.44%. Based on the sensitivities carried out by the Company using the risk adjustment factor of 5%, the recoverable amount was higher than the carrying value, resulting in impairment reversal. 612 613 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 During the current year ended 31 March 2024, these OCRPS have been redeemed and the Company has recorded a foreign exchange gain of C 2,597 crore on this redemption. Further, the Company held investments in OCRPS of C 2,495 crore in THL Zinc Holding BV ("THLZBV"), a wholly owned subsidiary of the Company which was fully impaired in the books of the Company. During the year ended 31 March 2024, THLZBV redeemed investments amounting to C 860 crore. Accordingly, the Company has recorded an impairment reversal of C 860 crore and foreign exchange gain of C 690 crore on the redemption of these OCRPS in THLZBV. e. Refer note 3(d)(iv) f. During the year ended 31 March 2023, the Company had recognised an impairment reversal of C 780 crore on its investments in Bloom Fountain Limited ("BFL"), a wholly owned subsidiary of the Company, mainly due to restart of commercial mining operations at Western Cluster Limited, Liberia ("WCL"), a wholly owned subsidiary of BFL. During the previous year, WCL had signed a Memorandum of Understanding with the Government of Liberia to restart its mining operations and commenced commercial production at its Bomi Mines from July 2022. g. The GoI vide its notification dated 30 June 2022 levied Special Additional Excise Duty ("SAED") on production of crude oil, i.e., cess on windfall gain triggered by increase in crude oil prices which was effective from 01 July 2022. The consequential net impact of the said duty had on the results was presented as an exceptional item for the year ended 31 March 2023. SAED is continuing as levy like other duty of excise, that forms part of ordinary business of production of crude oil and hence, consequential impact of the said duty has been presented as an ordinary item in these financial statements for the year ended 31 March 2024. 35 Tax expense (a) Tax charge/ (benefit) recognised in profit or loss (including on exceptional items) (C in crore) Year ended 31 March 2024 Year ended 31 March 2023* Current tax: Current tax expense on profit for the year 1,175 3,790 Current tax benefit - exceptional items (Refer Note 34) (33) (1,471) Effect of change in Tax Regime** (1,786) - Total Current Tax (a) (644) 2,319 Deferred tax: Origination and reversal of temporary differences (108) (4,033) Benefit in respect of exceptional items (Refer Note 34) (50) (668) Effect of change in Tax Regime** 7,914 - Total Deferred Tax (b) 7,756 (4,701) Net tax charge/ (benefit) (a+b) 7,112 (2,382) Profit before tax 13,735 18,877 Effective income tax rate (%) 52% (13%) Tax expense (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023* Tax benefit on exceptional items (83) (2,139) Effect of change in Tax Regime** 6,128 - Tax expense/ (benefit) - others 1,067 (243) Net tax charge/ (benefit) 7,112 (2,382) (b) A reconciliation of income tax expense/ (benefit) applicable to profit before tax at the Indian statutory income tax rate to recognised income tax expense/ (benefit) for the year indicated are as follows: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023* Profit before tax 13,735 18,877 Indian statutory income tax rate 25.168% 34.944% Tax at statutory income tax rate 3,457 6,596 Deduction u/s 80M (1,250) (7,254) Tax holidays - (355) Change in deferred tax balances due to change in tax law - 16 Unrecognised tax assets (Net) (1,357) (1,707) Capital gains/other items subject to lower tax rate - 301 Impact of change in Tax Regime** 6,128 - Other permanent differences 134 21 Total 7,112 (2,382) *Restated, refer note 3(d)(i) **Pursuant to the introduction of Section 115BAA of the Income-tax Act, 1961 ("New Tax Regime"), the Company has an option to pay corporate income tax at a lower rate of 22% plus applicable surcharge and cess as against the currently applicable rate of 30% plus surcharge and cess. Under the New Tax Regime, provisions of Section 115 JB-Minimum Alternate Tax (MAT) are no longer applicable. During the year ended 31 March 2024, the Company has elected to adopt New Tax Regime from FY 2022-23 onwards due to expected corporate actions and other considerations and the first tax return under the New Tax Regime has been filed for FY 2022-23 on 29 November 2023. Upon adoption of New Tax Regime for FY 2022-23, the current tax charge is lower by C 1,786 crore (mainly on account of section 80M benefit not available under MAT) and deferred tax charge is higher by C 151 crore. Further, the MAT credit balance of C 7,763 crore, for periods up to 31 March 2023, has been expensed. Consequently, the net impact of the above amounting to C 6,128 crore is accounted for as exceptional tax expense in the year ended 31 March 2024. Accordingly, current year tax expense is not comparable with the reported tax expense for the year ended 31 March 2023. (c) Deferred tax assets/ liabilities The Company has accrued significant amounts of deferred tax. The majority of the deferred tax liability represents accelerated tax relief for the depreciation of property, plant and equipment. Significant components of deferred tax (assets) and liabilities recognised in the balance sheet are as follows : For the year ended 31 March 2024 (C in crore) Significant components of Deferred tax (assets) and liabilities Opening balance as at 01 April 2023* Charged/ (credited) to statement of profit and loss Charged/ (credited) to other comprehensive income# Exchange difference and other adjustments Charged/ (credited) to equity Closing balance as at 31 March 2024 Property, Plant and Equipment 2,692 (346) - 59 - 2,405 Voluntary retirement scheme 1 - - - - 1 Employee benefits 5 (5) (7) - - (7) Fair valuation of derivative asset/liability (75) 21 (8) - - (62) Fair valuation of other asset/ liability (36) 10 - - - (26) MAT credit entitlement (7,763) 7,763 - - - - Other temporary differences (734) 313 (3) 2 - (422) Total (5,910) 7,756 (18) 61 - 1,889 # Out of total tax benefit on items of OCI in Statement of Profit and Loss, deferred tax benefit is shown in above table. Balance tax benefit is of current tax nature on foreign currency translation difference. 614 615 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 For the year ended 31 March 2023 (C in crore) Significant components of Deferred tax (assets) and liabilities Opening balance as at 01 April 2022 Charged/ (credited) to statement of profit and loss* Charged/ (credited) to other comprehensive income Exchange difference and other adjustments Charged/ (credited) to equity Closing balance as at 31 March 2023* Property, Plant and Equipment 4,327 (1,626) - (9) - 2,692 Voluntary retirement scheme 1 - - - - 1 Employee benefits 8 (4) (6) - 7 5 Fair valuation of derivative asset/liability (23) - (52) - - (75) Fair valuation of other asset/liability (36) - - - - (36) MAT credit entitlement (4,839) (2,924) - - - (7,763) Other temporary differences (556) (147) (31) - - (734) Total (1,118) (4,701) (89) (9) 7 (5,910) * Restated refer note 3(d)(i) (d) Non- current tax assets Non- current tax assets of C 3,496 crore (31 March 2023: C 1,753 crore) mainly represents income tax receivable from Indian tax authorities by the Company relating to the refund arising due to change in Tax Regime and consequent to the Scheme of Amalgamation & Arrangement made effective in August 2013 pursuant to approval by the jurisdiction High Court and receivables relating to matters in tax disputes including tax holiday claim. 36 Earnings per equity share (EPS) (C in crore, except otherwise stated) Particulars Year ended 31 March 2024 Year ended 31 March 2023* Profit after tax attributable to equity share holders for Basic and Diluted EPS 6,623 21,259 Weighted Average no. of equity shares outstanding during the year for Basic and Dilutive EPS (in crore) 372 372 Basic and Diluted Earnings per share (in C) 17.80 57.15 Nominal value per share (in C) 1.00 1.00 *Restated, refer note 3(d)(i) 37 Dividends (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Amounts recognised as distributions to equity shareholders: Interim dividends: C 29.50/- per share (31 March 2023: C 101.50/- per share) 10,959 37,658 Refund of Dividend distribution tax - (86) Total 10,959 37,572 38 Commitments, contingencies and guarantees A) Commitments The Company has a number of continuing operational and financial commitments in the normal course of business including: • Exploratory mining commitments; • Oil & gas commitments; • Mining commitments arising under production sharing agreements; and • Completion of the construction of certain assets. Estimated amount of contracts remaining to be executed on capital accounts and not provided for: (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Oil and Gas sector Cairn 549 750 Aluminium sector Lanjigarh Refinery (Phase II) 1,557 2,439 Jharsuguda 1.25 MTPA smelter 545 1,266 Copper sector Tuticorin Smelter 400 KTPA* - 3,066 Others 954 721 Total 3,605 8,242 *On 29 February 2024, Hon’ble Supreme Court dismissed the Special Leave Petition filed by the Company, pursuant to which the Company has decided to terminate the contracts which were under suspension. Refer Note 3(c)(A)(ii) Committed work programme (Other than capital commitment) (C in crore) Particulars As at 31 March 2024 As at 31 March 2023 Oil and Gas sector Cairn (OALP - New Oil and Gas blocks) 5,073 5,184 Other Commitments (i) The Power division of the Company has signed a long term power purchase agreement (PPA) with GRIDCO Limited for supply of 25% of power generated from the power station with additional right to purchase power (5%/7%) at variable cost as per the conditions referred to in PPA. The PPA has a tenure of twenty five years, expiring in FY 2037. The Company received favourable order from OERC dated 05 October 2021 for conversion of Independent Power Plant ("IPP") to Captive Power Plant ("CPP") w.e.f from 01 January 2022 subject to certain terms and conditions. However, OERC vide order dated 19 February 2022 directed the Company to supply power to GRIDCO from 19 February 2022 onwards. Thereafter, the Company has resumed supplying power to GRIDCO from 01 April 2022 as per GRIDCO’s requisition. The OERC vide its order dated 03 May 2023 has reviewed its previous order dated 05 October 2021 and directed the Company to operate Unit 2 as an IPP. Against the final order passed by the OERC, the Company has preferred an appeal before Appellate Tribunal for Electricity on 03 May 2023. (ii) During the year ended 31 March 2023, the Company had executed new Power Delivery Agreements ("PDA") with Serentica group companies (Serentica Renewables India 3 Private Limited, Serentica Renewables India 6 Private Limited and Serentica Renewables India 9 Private Limited), which are associates of Vedanta Inc, for procuring renewable power over twenty five years from date of commissioning of the combined renewable energy power projects (“the Projects”) on a group captive basis. These Serentica group companies were incorporated for building 616 617 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 the Projects of approximately 871 MW (31 March 2023: 691 MW). During the current year, the Company has invested C 101 crore (31 March 2023: C 69 crore) in Optionally Convertible Redeemable Preference shares (“OCRPS”) of C 10 each, of Serentica group companies. These OCRPS will be converted into equity basis conversion terms of the PDA, resulting in the Company holding twenty six percent stake in its equity. As at 31 March 2024, total outstanding commitments related to PDA with Serentica group companies are C 504 crore (31 March 2023: C 605 crore). B) Guarantees The aggregate amount of indemnities and other guarantees on which the Company does not expect any material losses is C 25,690 crore (31 March 2023: C 16,899 crore). The Company has given guarantees in the normal course of business as stated below: a) Guarantees and bonds advanced to the customs authorities in India of C 1,681 crore relating to the export and payment of import duties on purchases of raw material and capital goods (31 March 2023: C 1,304 crore). b) Guarantees issued for the Company’s share of minimum work programme commitments of C 3,071 crore (31 March 2023: C 2,742 crore). c) Guarantees of C 59 crore (31 March 2023: C 65 crore) issued under bid bond. d) Bank guarantees of C 115 crore (31 March 2023: C 115 crore) has been provided by the Company on behalf of Vedanta Inc to Income tax department, India as a collateral in respect of certain tax disputes. e) The Company has given corporate guarantees, bank guarantees and also assigned its bank limits to other group companies primarily in respect of certain short-term and long-term borrowings amounting to C 17,772 crore (31 March 2023: C 9,603 crore) (Refer Note 39). f) Other guarantees worth C 2,992 crore (31 March 2023: C 3,070 crore) issued for securing supplies of materials and services, in lieu of advances received from customers, litigation, for provisional valuation of custom duty and also to various agencies, suppliers and government authorities for various purposes. The Company does not anticipate any liability on these guarantees. C) Export Obligations The Company has export obligations of C 1,800 crore (31 March 2023: C 1,262 crore) on account of concessional rates of import duty paid on capital goods under the Export Promotion Capital Goods Scheme and under the Advance Licence Scheme for the import of raw material laid down by the Government of India. In the event of the Company’s inability to meet its obligations, the Company’s liability would be C 438 crore (31 March 2023: C 307 crore) reduced in proportion to actual exports, plus applicable interest. The Company has given bonds of C 523 crore (31 March 2023: C 367 crore) to custom authorities against these export obligations. D) Contingent Liabilities The Company discloses the following legal and tax cases as contingent liabilities: a) Ravva Joint Operations arbitration proceedings The Ravva Production Sharing Contract (PSC) obliges the contractor parties (including the Company (Cairn India Limited which subsequently merged with the Company, accordingly now referred to as the Company)) to pay a proportionate share of ONGC’s exploration, development, production and contract costs in consideration for ONGC’s payment of costs related to the construction and other activities it conducted in Ravva prior to the effective date of the Ravva PSC (the ONGC Carry). The question as to how the ONGC Carry is to be recovered and calculated, along with other issues, was submitted to an International Arbitration Tribunal in August 2002 which rendered a decision on the ONGC Carry in favour of the contractor parties whereas four other issues were decided in favour of Government of India (GoI) in October 2004 (Partial Award). The GoI then proceeded to challenge the ONGC Carry decision before the Malaysian courts, as Kuala Lumpur was the seat of the arbitration. The Federal Court of Malaysia upheld the Partial Award. As the Partial Award did not quantify the sums, therefore, contractor parties approached the same Arbitration Tribunal to pass a Final Award in the subject matter since it had retained the jurisdiction to do so. The Arbitral Tribunal was reconstituted and the Final Award was passed in October 2016 in the Company’s favour. GoI’s challenge of the Final Award has been dismissed by the Malaysian High Court and the next appellate court in Malaysia i.e. Malaysian Court of Appeal. GoI then filed an appeal at Federal Court of Malaysia. The matter was heard on 28 February 2019 and the Federal Court dismissed GoI’s leave to appeal. The Company has also filed for the enforcement of the Partial Award and Final Award before the Hon'ble Delhi High Court. The matter is currently being heard. While the Company does not believe the GoI will be successful in its challenge, if the Arbitral Awards in above matters are reversed and such reversals are binding, the Company would be liable for approximately C 533 crore (US$ 64 million) plus interest (31 March 2023: C 526 crore (US$ 64 million) plus interest). b) Proceedings related to the imposition of entry tax The Company challenged the constitutional validity of the local statutes and related notifications in the states of Odisha and Rajasthan pertaining to the levy of entry tax on the entry of goods brought into the respective states from outside. Post some contradictory orders of High Courts across India adjudicating on similar challenges, the Supreme Court referred the matters to a nine judge bench. Post a detailed hearing, although the bench rejected the compensatory nature of tax as a ground of challenge, it maintained status quo with respect to all other issues which have been left open for adjudication by regular benches hearing the matters. Following the order of the nine judge bench, the regular bench of the Supreme Court heard the matters and remanded the entry tax matters relating to the issue of discrimination against domestic goods bought from other States to the respective High Courts for final determination but retained the issue of jurisdiction for levy on imported goods, for determination by the regular bench of the Supreme Court. Following the order of the Supreme Court, the Company filed writ petitions in respective High Courts. On 09 October 2017, the Supreme Court has held that states have the jurisdiction to levy entry tax on imported goods. With this Supreme Court judgement, imported goods will rank pari-passu with domestic goods for the purpose of levy of Entry tax. The Company has amended its appeal (writ petitions) in Odisha to include imported goods as well. The issue pertaining to the levy of entry tax on the movement of goods into a Special Economic Zone (SEZ) remains pending before the Odisha High Court. The Company has challenged the levy of entry tax on any movement of goods into SEZ based on the definition of ‘local area’ under the Odisha Entry Tax Act which is very clear and does not include a SEZ. In addition, the Government of Odisha further through its SEZ Policy 2015 and the operational guidelines for administration of this policy dated 22 August 2016, exempted the entry tax levy on SEZ operations. The total claims against the Company (net of provisions made) are C 767 crore (31 March 2023: C 774 crore) including interest and penalty till the date of order. Further, interest and penalty if any, would be additional. c) Miscellaneous disputes- Income tax The Company is involved in various tax disputes amounting to C 543 crore (31 March 2023: C 543 crore) relating to income tax for the periods for which initial assessments have been completed. These mainly relate to the disallowance of tax holiday for 100% Export Oriented Undertaking under section 10B of the Income Tax Act, 1961, disallowance of tax holiday benefit on production of gas under section 80IB of the Income Tax Act, 1961, on account of depreciation disallowances under the Income Tax Act and interest thereon which are pending at various appellate levels. The Company believes that these disallowances are not tenable and accordingly no provision is considered necessary. d) Miscellaneous disputes- Others The Company is subject to various claims and exposures which arise in the ordinary course of conducting and financing its business from the excise, indirect tax authorities and others. These claims and exposures mostly relate to the assessable values of sales and purchases or to incomplete documentation supporting the Company’s returns or other claims. The approximate value of claims (excluding the items as set out separately above) against the Company totals to C 2,673 crore (31 March 2023: C 2,733 crore). Based on evaluations of the matters and legal advice obtained, the Company believes that it has strong merits in its favor. Accordingly, no provision is considered at this stage. Except as described above, there are no pending litigations which the Company believes could reasonably be expected to have a material adverse effect on the results of operations, cash flows or the financial position of the Company. 618 619 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 39 RELATED PARTY DISCLOSURES List of related parties and relationships A) Entities controlling the Company (Holding Companies) Vedanta Incorporated (formerly known as Volcan Investments Limited) (a) Volcan Investments Cyprus Limited Intermediate Holding Companies Vedanta Resources Limited Finsider International Company Limited (b) Richter Holdings Limited (b) Twin Star Holdings Limited (b) Vedanta Resources Cyprus Limited (b) Vedanta Resources Finance Limited (b) Vedanta Resources Holdings Limited (b) Welter Trading Limited (b) Westglobe Limited (b) Vedanta Holdings Mauritius II Limited (b) Vedanta Holdings Mauritius Limited (b) Vedanta Holdings Jersey Limited (b) Vedanta Netherlands Investments BV (b) Vedanta UK Investments Limited (b) B) Fellow Subsidiaries (with whom transactions have taken place) Sterlite Grid 16 Limited Sterlite Convergence Limited Sterlite Iron and Steel Company Limited Sterlite Power Transmission Limited Sterlite Technologies Limited STL Digital Limited Twin Star Technologies Limited Vedanta Resources Investments Limited C) Associates of ultimate controlling party (with whom transactions have taken place) Serentica Renewables India 3 Private Limited (c) Serentica Renewables India 6 Private Limited (c) Serentica Renewables India 9 Private Limited (c) D) Associates and Joint ventures (With whom transaction have taken place) Gaurav Overseas Private Limited E) Subsidiaries Amica Guesthouse (Proprietary) Limited Athena Chhattisgarh Power Limited (d) AvanStrate Inc, Japan AvanStrate Korea Inc, Korea AvanStrate Taiwan Inc, Taiwan Bharat Aluminium Company Limited Black Mountain Mining (Proprietary) Limited Bloom Fountain Limited Cairn Energy Gujarat Block 1 Limited (e) Cairn Energy Hydrocarbons Limited Cairn India Holdings Limited Cairn Lanka (Private) Limited CIG Mauritius Private Limited (e) CIG Mauritius Holdings Private Limited (e) Copper Mines of Tasmania (Proprietary) Limited (f) Desai Cement Company Private Limited ESL Steel Limited Facor Realty and Infrastructure Limited (e) Ferro Alloys Corporation Limited (g) Facor Power Limited (g) Fujairah Gold FZC Goa Sea Port Private Limited (h) Hindustan Zinc Alloys Private Limited Hindustan Zinc Fertilisers Private Limited (i) Hindustan Zinc Limited Killoran Lisheen Mining Limited Lakomasko BV (e) Lisheen Milling Limited Lisheen Mine Partnership Malco Energy Limited Maritime Ventures Private Limited (h) Meenakshi Energy Limited (j) Monte Cello BV Namzinc (Proprietary) Limited Paradip Multi Cargo Berth Private Limited (h) Sesa Mining Corporation Limited (h) Sesa Resources Limited Sesa Iron and Steel Limited (k) Skorpion Mining Company (Proprietary) Limited Skorpion Zinc (Proprietary) Limited Sterlite Ports Limited (h) Talwandi Sabo Power Limited Thalanga Copper Mines (Proprietary) Limited THL Zinc Holding BV THL Zinc Limited THL Zinc Namibia Holdings (Proprietary) Limited THL Zinc Ventures Limited Vedanta Aluminium Metal Limited (k) Vedanta Base Metals Limited (k) Vedanta Copper International VCI Company Limited (k) Vedanta Displays Limited (j) Vedanta Iron and Steel Limited (k) Vedanta Semiconductors Private Limited (j) Vedanta Lisheen Holdings Limited Vedanta Lisheen Mining Limited Vedanta Zinc Football & Sports Foundation Vizag General Cargo Berth Private Limited F) Post retirement benefit plans (with whom transactions have taken place) Sesa Group Employees Provident Fund Sesa Group Employees Gratuity Fund and Sesa Group Executives Gratuity Fund Sesa Group Executives Superannuation Scheme Fund G) Others (with whom transactions have taken place) Enterprises over which key management personnel/ their relatives have control or significant influence. Anil Agarwal Foundation Trust Cairn Foundation Caitlyn India Private Limited Janhit Electoral Trust Radha Madhav Investments Private Limited Runaya Refining LLP Sesa Community Development Foundation Vedanta Foundation Vedanta Medical Research Foundation Vedanta Limited ESOS Trust a. The name of ultimate holding Company "Volcan Investments Limited" has been changed to "Vedanta Incorporated", effective 13 October 2023. b. These entities are subsidiary companies of VRL and VRL through its certain subsidiaries holds 61.95% in the Company. c. During the year ended 31 March 2023, due to change in shareholding of the intermediate holding company of Serentica group companies, the relationship of Vedanta group with these companies has changed from fellow subsidiaries to associates of Vedanta Incorporated (formerly known as Volcan Investments Limited) ("Vedanta Inc"). d. Merged with the Company during the year ended 31 March 2024 (Refer note 3(d)(i)). e. Liquidated during the year ended 31 March 2023. f. Disposed off during the year ended 31 March 2024 (Refer note 3(d)(iv)). g. Facor Power Limited (“FPL”) merged into Ferro Alloys Corporation Limited (“FACOR”), effective 21 November 2022. h. Refer Note 41(c) i. Incorporated during the year ended 31 March 2023. j. Acquired during the year ended 31 March 2024. k. Incorporated during the year ended 31 March 2024. Ultimate Controlling party Vedanta Limited is a majority-owned and controlled subsidiary of Vedanta Resources Limited ("VRL"). Vedanta Inc and its wholly owned subsidiary together hold 100 % of the share capital and 100 % of the voting rights of VRL. Vedanta Inc is 100 % beneficially owned and controlled by the Anil Agarwal Discretionary Trust ("Trust"). Vedanta Inc, Volcan Investments Cyprus Limited and other intermediate holding companies except VRL do not produce Group financial statements. H) 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 lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. 620 621 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 I) For the year ended 31 March 2024 (C in crore) Particulars Entities controlling the company/ Fellow Subsidiaries Associates Subsidiaries Others Total Income : (i) Revenue from operations 1,504 - 1,145 26 2,675 (ii) Other Income a) Interest and guarantee commission 27 - 186 - 213 b) Dividend income 1 - 4,965 - 4,966 c) Brand License and Strategic Service Fees M - - 561 - 561 d) Outsourcing service fees 5 - - - 5 e) Miscellaneous income - - 0 1 1 Expenditure and other transactions : (i) Purchase of goods/ services P 75 - 1,674 80 1,829 (ii) Stock options expenses/ (recovery) - - (44) - (44) (iii) Allocation of Corporate Expenses - - 69 - 69 (iv) Management and Brand Fees (net*) M 2,413 - - - 2,413 (v) Reimbursement for other expenses (net of recovery) 1 - (27) (2) (28) (vi) Corporate Social Responsibility expenditure/ Donation - - - 97 97 (vii) Contribution to Post retirement employee benefit trust - - - 12 12 (viii) (Purchase)/ Sale of fixed assets - - (6) - (6) (ix) Dividend paid - To Holding companies 7,289 - - 0 7,289 - To key management personnel and their relatives - - - 1 1 - To Non executive directors and their relatives - - - 0 0 (x) Commission/ Sitting Fees - To Non executive directors - - - 6 6 - To other key management personnel - - - 0 0 (xi) Interest and guarantee commission expense Q 123 - 14 - 137 (xii) Miscellaneous expenses - - 15 - 15 Transactions during the year : (i) Financial guarantees given - - 12,440 - 12,440 (ii) Financial guarantees relinquished - - (4,386) - (4,386) (iii) Loans given during the year 0 - 1,890 200 2,090 (iv) Loans repaid during the year K - - (778) (99) (877) (v) Investments made during the year (refer note 38) - - 76 101 177 (vi) Investments redeemed during the year (refer note 34(d)) - - (7,334) - (7,334) (vii) Buy back made by subsidiary during the year (refer note 34(b)) - - (1,389) - (1,389) (viii) Short term borrowings taken during the year - - 1,600 - 1,600 (ix) Long term borrowings repaid during the year - - (1,114) - (1,114) Balances as at year end : (i) Trade Receivables 14 - 21 0 35 (ii) Loans given O - - 1,742 154 1,896 (iii) Short term borrowings - - 1,600 - 1,600 (C in crore) Particulars Entities controlling the company/ Fellow Subsidiaries Associates Subsidiaries Others Total (iv) Other receivables and advances (including brand fee prepaid #) M, Q 190 9 1,652 3 1,854 (v) Trade Payables 10 - 13 10 33 (vi) Other payables N 23 - 119 37 179 (vii) Financial guarantee given - - 17,747 - 17,747 (viii) Banking Limits assigned/utilised to/for group companies L 115 - 25 - 140 (ix) Sitting fee, commission and consultancy fees payable - To Non executive directors - - - 0 0 - To key management personnel - - - 0 0 Remuneration of key management personnel (C in crore) Particulars For the Year ended 31 March 2024 Short-term employee benefits 32 Post employment benefits ** 1 Share based payments 0 Total 33 * Net of discount earned on management and brand fees of C 146 crore during the current year ended 31 March 2024. # Net of refund received of C 1,030 crore against prepaid brand fee during the current year ended 31 March 2024. ** Does not include the provision made for gratuity and leave benefits, as they are determined on an actuarial basis for all the employees together. J) For the period ended 31 March 2023 (C in crore) Particulars Entities controlling the company/ Fellow Subsidiaries Associates Subsidiaries Others Total Income : (i) Revenue from operations 1,602 - 1,432 6 3,040 (ii) Other Income a) Interest and guarantee commission 28 - 100 - 128 b) Dividend income 0 - 20,711 - 20,711 c) Brand License and Strategic Service Fees M - - 318 - 318 d) Outsourcing service fees 5 - - - 5 e) Miscellaneous income - - 0 1 1 Expenditure and other transactions : (i) Purchase of goods/ services P 11 - 656 72 739 (ii) Stock options expenses/ (recovery) - - 33 - 33 (iii) Allocation of Corporate Expenses - - 115 - 115 (iv) Management and Brand Fees M 1,701 - - - 1,701 (v) Reimbursement for other expenses (net of recovery) (2) - (75) (2) (79) (vi) Corporate Social Responsibility expenditure/ Donation - - - 64 64 (vii) Contribution to Post retirement employee benefit trust - - - 8 8 (viii) (Purchase)/ Sale of fixed assets (18) - 14 - (4) 622 623 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 (C in crore) Particulars Entities controlling the company/ Fellow Subsidiaries Associates Subsidiaries Others Total (ix) Dividend paid - To Holding companies 26,170 - - 0 26,170 - To key management personnel and their relatives - - - 2 2 - To Non executive directors and their relatives - - - 0 0 (x) Commission/ Sitting Fees - To Non executive directors - - - 5 5 - To other key management personnel - - - 0 0 - To relatives of key management personnel - - - 0 0 (xi) Interest and guarantee commission expense Q 157 - 46 - 203 (xii) Miscellaneous expenses - - 9 - 9 Transactions during the year : (i) Financial guarantees given - - 1,174 - 1,174 (ii) Financial guarantees relinquished - - (3,298) - (3,298) (iii) Loans given during the year - - 543 - 543 (iv) Loans repaid during the year K - - (431) (125) (556) (v) Investments made during the year (refer note 38) - 1 - 69 70 (vi) Buy back made by subsidiary during the year (refer note 34(b)) - - 2,665 - 2,665 (vii) Long term borrowings taken during the year - - 1,084 - 1,084 Balances as at year end : (i) Trade Receivables 11 - 220 - 231 (ii) Loans given O - - 630 53 683 (iii) Long term borrowings - - 1,109 - 1,109 (iv) Other receivables and advances (including brand fee prepaid) M, Q 1,488 9 1,139 33 2,669 (v) Trade Payables 21 - 33 15 69 (vi) Other payables (including brand fee payable) M, N 244 - 46 18 308 (vii) Financial guarantee given - - 9,541 - 9,541 (viii) Banking Limits assigned/utilised to/for group companies L 115 - 62 - 177 (ix) Sitting fee, commission and consultancy fees payable - To Non executive directors - - - 3 3 - To key management personnel - - - 0 0 (x) Dividend payable - To Holding companies 4,887 - - 0 4,887 - To key management personnel and their relatives - - - 1 1 - To Non executive directors and their relatives - - - 0 0 Remuneration of key management personnel (C in crore) Particulars For the Year ended 31 March 2023 Short-term employee benefits 36 Post employment benefits * 1 Share based payments 4 Total 41 * Does not include the provision made for gratuity and leave benefits, as they are determined on an actuarial basis for all the employees together. K) The Company reduced its loan receivable from Vedanta Limited ESOS Trust by C 99 crore (31 March 2023: C 125 crore) on exercise of stock options by employees. Further, the Company has given an additional loan of C 200 crore to Vedanta Limited ESOS Trust for purchase of shares. L) Bank guarantee given by the Company on behalf of Vedanta Inc (formerly known as Volcan Investments Limited) in favour of Income Tax department, India as collateral in respect of certain tax disputes of Vedanta Inc. M) The Company has a Brand license and strategic service fee agreement (“the Agreement”) with Vedanta Resources Limited ("VRL") for the use of brand ‘Vedanta’ and providing strategic services which envisaged payment to VRL at 3% of turnover of the Company. The Company has recorded an expense of C 1,879 crore (net of discount) (31 March 2023: C 1,344 crore) for the year ended 31 March 2024. The Company generally pays such fee in advance, based on its estimated annual turnover. During the year ended 31 March 2023, the Company executed a sub-licensing agreement for its existing Brand License and Strategic Services Fee agreement with VRL consequent to which it had sub-licensed the brand license and strategic services to its subsidiary HZL with effect from 01 October 2022. Based on independent benchmarking analysis, an annual fee of 2% of HZL's annual consolidated turnover was agreed, of which 1.70% would be passed on as a sub-licensing fee to VRL. Consequently, the Company has recognised an income of C 561 crore (31 March 2023: C 318 crore) and an expense of C 477 crore (31 March 2023: C 270 crore) for the year ended 31 March 2024. During the year, VRL has assigned the Agreement to its wholly owned subsidiary, Vedanta Resources Investments Limited (“VRIL”), whereby the Company will fulfil its future obligations under the Agreement via VRIL. N) During the year ended 31 March 2021, the Directorate General of Foreign Trade (“DGFT”) had issued scrips worth C 216 crore to the Company under the Target Plus Scheme (“TPS”) that must be utilised by February 2023. Out of these, scrips amounting to C 48 crore and C 3 crore had been allocated to HZL and BALCO, respectively and corresponding liabilities to HZL and BALCO has been recorded in the books of the Company. As at 31 March 2024, scrips of C 28 crore and C 3 crore are yet to be utilised with respect to HZL and BALCO, respectively. As the TPS license had expired, the Company had created a provision against these scrips and written back its payable to HZL and BALCO in the year ended 31 March 2023. O) During the year ended 31 March 2024, the Company has renewed loan provided to Sterlite Iron and Steel Company Limited for a further period of 12 months. The loan balance as at 31 March 2024 is C 5 crore (31 March 2023: C 5 crore). The loan is unsecured in nature and carries an interest rate of 12.80% per annum. The loan including accrued interest thereon have been fully provided for in the books of the Company. P) During the year ended 31 March 2023, the Company executed an agency contract with VRL. Pursuant to which, the Company procured calcined alumina amounting to C 1,054 crore (31 March 2023: C735 crore) on which an agency commission of C 5 crore (31 March 2023: C 4 crore) is paid to VRL. Q) Vedanta Resources Limited (“VRL”), as a parent company, has provided financial and performance guarantee to the Government of India for erstwhile Cairn India group’s (“Cairn”) obligations under the Production Sharing Contract (‘PSC’) provided for onshore block RJ-ON-90/1, for making available financial resources equivalent to Cairn’s share for its obligations under the PSC, personnel and technical services in accordance with industry practices and any other resources in case Cairn is unable to fulfil its obligations under the PSC. Similarly, VRL has also provided financial and performance guarantee to the Government of India for the Company’s obligations under the Revenue Sharing Contract ("RSC") in respect of 51 Blocks awarded under the Open Acreage Licensing Policy (“OALP”) by the Government of India, out of which 5 blocks were relinquished during the previous year. As a consideration for the guarantee with respect to the PSC, the Company pays an annual charge of 1.2% of net exploration and development spend, subject to a minimum annual fee of C 41 crore (US$ 5 million), in ratio of participating interests held equally by the Company and its step-down subsidiary, Cairn Energy Hydrocarbons Ltd (“CEHL”). As regards the RSC, the Company paid a one-time charge of C 183 crore (US$ 25 million), i.e., 2.5% of the total estimated cost of initial exploration phase of approx.C 7,330 crore (US$ 1 billion), in the year ended 31 March 2021, and pays an annual charge of 1% of spend, subject to a minimum fee of C 80 crore (US$ 10 million) and maximum fee of C 160 crore (US$ 20 million) per annum. Accordingly, the Company has recorded a guarantee commission expense of C 123 crore ($ 15 million) (31 March 2023: C 157 crore ($ 20 million)) for the year ended 31 March 2024 and C 58 crore ($ 7 million) (31 March 2023: C 75 crore ($ 9 million)) is outstanding as a pre-payment as at 31 March 2024. 624 625 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 40 Subsequent events Subsequent to the year end, the Regional Controller of Mines, Bengaluru issued an order ("the Order") for temporary suspension of mining operations for iron ore mines at Chitradurga, Karnataka, citing non-compliances with the approved mining plan. The Company believes that there is no material impact from this Order, since the Company has sufficient mining and evacuation capacity. The Company is confident of demonstrating compliance with the approved mining plan and obtaining revocation of the said Order, as envisaged in the Order. There are no other material adjusting or non-adjusting subsequent events, except as already disclosed. 41 (a) The Company has incurred gross amount of C 246 crore (31 March 2023: C 227 crore) towards Corporate Social Responsibility (CSR) as per Section 135 of the Companies Act, 2013: (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 In- Cash Yet to be Paid in Cash In- Cash Yet to be Paid in Cash (a) Gross amount required to be spend by the Company during the year 107 112 (b) Amount approved by the Board to be spent during the year 182 142 (c) Amount spent on: * i) Construction/acquisition of assets - - - - ii) On purposes other than (i) above (for CSR projects) 101 30 94 32 Total 101 30 94 32 * includes C 97 crore (31 March 2023: C 64 crore) paid to related party (Refer note 39) Amount of expense excess spent (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Opening Balance 115 101 Amount spent during the year 131 126 Amount required to be spent during the year (107) (112) Closing Balance* 139 115 *Excess spent at the end of the year is recognised as asset in the balance sheet which is proposed to be offset against future spend obligations Balance of CSR provision/ CSR expenses not yet paid in cash (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Opening Balance 32 12 Provision made during the year 131 126 Payments made during the year (133) (106) Closing Balance 30 32 Nature of CSR Expenses (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 Health and sanitation 17 19 Infrastructure development 22 55 Education sports and culture 50 33 National Initiatives and others 42 19 Utilisation of opening excess spent 115 101 Total 246 227 (b) Disclosures under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (C in crore) Particulars Year ended 31 March 2024 Year ended 31 March 2023 (i) Principal amount remaining unpaid to any supplier as at the end of the accounting year 130 203 (ii) Interest due thereon remaining unpaid to any supplier as at the end of the accounting year 22 15 (iii) The amount of interest paid along with the amounts of the payment made to the supplier beyond the appointed day - - (iv) The amount of interest due and payable for the year - - (v The amount of interest accrued and remaining unpaid at the end of the accounting year - - (vi) The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid - - (c) Loans and Advance(s) in the nature of Loans (Regulations 34 (3) and 53 (f) read together with Para A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section 186(4) of the Companies Act, 2013): (C in crore) Name of the Company Relationship Balance as at 31 March 2024 Maximum Amount Outstanding during the year Balance as at 31 March 2023 Sesa Mining Corporation Limited ("SMCL") 2 Wholly owned Subsidiary 87 100 8 ESL Steel Limited Subsidiary 387 389 132 Ferro Alloys Corporation Limited Subsidiary 125 125 22 Malco Energy Limited ("MEL") Wholly owned Subsidiary 340 450 449 Vizag General Cargo Berth Private Limited Wholly owned Subsidiary 155 281 19 Meenakshi Energy Limited Wholly owned Subsidiary 356 356 - THL Zinc Ventures Ltd ("THLZVL") Wholly owned Subsidiary 292 292 - 1 None of the loanee have made, per se, investment in the shares of the Company. 2 The Mumbai NCLT and Chennai NCLT had passed orders dated 06 June 2022 and 22 March 2023, respectively sanctioning the scheme of amalgamation of Sterlite Ports Limited ("SPL"), Paradip Multi Cargo Berth Private Limited ("PMCB"), Maritime Ventures Private Limited ("MVPL"), Goa Sea Port Private Limited ("GSPL"), wholly owned subsidiaries/ step down subsidiaries of Sesa Resources Limited ("SRL"), with SMCL. MCA statutory filing has been completed on 18 January 2024 (Appointed date 01 October 2020). Investments made by SRL in SMCL - 22,28,500 equity shares of C 100 each and Goa Maritime Private Limited - 5,000 equity shares of C 10 each. 626 627 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 Investment made by SMCL in Desai Cement Company Private Limited - 18,52,646 equity shares of C 10 each. Investment made by MEL in Fujairah Gold FZC - 33,590,300 equity shares of AED 100 each. Investments made by THLZVL in THL Zinc Ltd - 1,000 ordinary shares of $ 1 each, 90,000 ordinary shares of $ 100 each and 70,00,000 OCRPS of $ 1 each. 3 During the year ended 31 March 2024, the Company has created charge over the below assets in respect of borrowings availed by its wholly owned subsidiaries: i) 13,94,35,527 equity shares of HZL, 89,001 equity shares of THLZVL and 37,38,000 equity shares of THL Zinc Holding BV having an aggregate carrying amount of C 2,257 crore against the loan facility of US$ 900 million availed by THLZVL. ii) 12,50,000 equity shares of SRL having a net aggregate carrying amount of C 7 crore and movable fixed assets of the Company and certain intangible assets to the extent of 1x of the outstanding NCDs amounting to C 1,600 crore issued by SRL. 4 Details of investments made and guarantees provided are given in Note 6 and Note 38B, respectively. 5 The underlying loans have been given for business purpose. (d) The Company has used 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 except that audit trail feature is not enabled in the SAP application for direct changes to data in certain database tables, which is restricted to certain IDs with system administrator user access in order to optimise system performance. However, these system administrator rights have been disabled subsequent to the year end. Further, no instance of audit trail feature being tampered with was noted in respect of software. 42 Financial ratios are as follows: Ratio As at 31 March 2024 As at 31 March 2023* % Variance 1 Current Ratio (in times) 0.67 0.70 (4%) 2 Debt-Equity Ratio (in times) 0.64 0.60 7% 3 Debt Service Coverage Ratio (in times) a 1.29 2.76 (53%) 4 Return on Equity Ratio (%) b 11% 31% (64%) 5 Inventory turnover Ratio (in times) 7.55 6.92 9% 6 Trade Receivables turnover Ratio (in times) 27.87 22.90 22% 7 Trade payables turnover Ratio (in times) 10.48 10.33 1% 8 Net capital turnover Ratio (in times) ** ** ** 9 Net profit Ratio (%) c 11% 34% (68%) 10 Return on Capital employed (%) d 9% 6% 53% 11 Return on investment (%) e 1.27% 3.71% (66%) *Restated, refer note 3(d)(i) **Net working capital is negative Formulae for computation of ratios is as follows: Ratio Formula 1 Current Ratio (in times) Current Assets/ Current Liabilities (excluding current maturities of long-term borrowing) 2 Debt-Equity Ratio (in times) Gross Debt/ Total Equity 3 Debt Service Coverage Ratio (in times) Income available for debt service/ (interest expense and principal payments of long term loans), where income available for debt service = Profit before exceptional items and tax + Depreciation, depletion and amortisation expense + Interest expense 4 Return on Equity Ratio (%) Net Profit after tax before exceptional items (net of tax)/ Average Equity 5 Inventory turnover Ratio (in times) (Revenue from operations+ Other operating income) less EBITDA/ Average Inventory 6 Trade Receivables turnover Ratio (in times) (Revenue from operations+ Other operating income)/ Average Trade Receivables 7 Trade payables turnover Ratio (in times) Total Purchases/ Average Trade Payables 8 Net capital turnover Ratio (in times) (Revenue from operations+ Other operating income)/ Working capital (WC), where WC = Current Assets - Current Liabilities (excluding current maturities of long- term borrowing) 9 Net profit Ratio (%) Net Profit after tax before exceptional items (net of tax)/ (Revenue from operations + Other operating income) 10 Return on Capital employed (in times) Earnings before interest and tax/ Average Capital Employed, where capital employed = Net Debt + Total Equity 11 Return on investment (%) Income from investments carried at FVTPL/ Average current investments Notes: a. The Debt Service Coverage Ratio has decreased due to decrease in net profits during the current year. b. The Return on Equity Ratio has decreased due to decrease in net profits during the current year. c. The Net Profit Ratio has decreased due to decrease in net profits during the current year. d. The Return on Capital employed has increased due to increase in operating profits during the current year. e. The Return on investment has decreased as there has been decrease in current investments during the year. 43 Oil & gas reserves and resources The Company's gross reserve estimates are updated atleast annually based on the forecast of production profiles, determined on an asset-by-asset basis, using appropriate petroleum engineering techniques. The estimates of reserves and resources have been derived in accordance with the Society for Petroleum Engineers “Petroleum Resources Management System (2018)". The changes to the reserves are generally on account of future development projects, application of technologies such as enhanced oil recovery techniques and true up of the estimates. The management’s internal estimates of hydrocarbon reserves and resources at the year end, are as follows: Particulars Country Gross proved and probable hydrocarbons initially in place Gross proved and probable reserves and resources Net working interest proved and probable reserves and resources (mmboe) (mmboe) (mmboe) As at 31 March 2024 As at 31 March 2023 As at 31 March 2024 As at 31 March 2023 As at 31 March 2024 As at 31 March 2023 Rajasthan Fields India 5,210 4,806 1,107 933 388 327 Ravva Fields India 704 704 14 18 3 4 KG-ONN fields India 260 292 31 36 15 20 CBOS/2 Fields India 298 298 31 22 12 9 Other fields India 579 561 193 146 193 146 Total 7,051 6,661 1,376 1,155 611 506 628 629 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS NOTES forming part of the financial statements as at and for the year ended 31 March 2024 NOTES forming part of the financial statements as at and for the year ended 31 March 2024 The Company’s net working interest proved and probable reserves is as follows: Particulars Proved and probable reserves Proved and probable reserves (developed) Oil (mmstb) Gas (bscf) Oil (mmstb) Gas (bscf) Reserves as of 31 March 2022* 108 106 69 64 (Revisions)/ additions during the year (5) 7 9 16 Production during the year (15) (19) (15) (19) Reserves as of 31 March 2023** 88 94 63 61 (Revisions)/ additions during the year (2) (0) 4 22 Production during the year (13) (19) (13) (19) Reserves as of 31 March 2024*** 73 75 54 64 * Includes probable oil reserves of 40.86 mmstb (of which 9.82 mmstb is developed) and probable gas reserves of 45.90 bscf (of which 14.15 bscf is developed) ** Includes probable oil reserves of 29.91 mmstb (of which 10.59 mmstb is developed) and probable gas reserves of 33.40 bscf (of which 11.01 bscf is developed) *** Includes probable oil reserves of 23.97 mmstb (of which 10.84 mmstb is developed) and probable gas reserves of 21.49 bscf (of which 20.10 bscf is developed) mmboe = million barrels of oil equivalent mmstb = million stock tank barrels bscf = billion standard cubic feet 1 million metric tonnes = 7.4 mmstb 1 standard cubic meter =35.315 standard cubic feet 44 Other matters a) The Company purchases bauxite under long term linkage ("LTL") arrangement with Orissa Mining Corporation Ltd (hereafter referred as “OMC”) at provisional price of C 1,000/MT from October 2020 onwards based on interim order dated 08 October 2020 of the Hon’ble High Court of Odisha, which is subject to final outcome of the writ petition filed by the Company. The last successful e-auction based price discovery was done by OMC in April 2019 at C 673/MT and supplied bauxite at this rate from September 2019 to September 2020 against an undertaking furnished by the Company to compensate any differential price discovered through future successful national e-auctions. Though OMC conducted the next e-auction on 31 August 2020 with floor price of C 1,707/MT determined on the basis of Rule 45 of Minerals Concession Rules, 2016 (hereafter referred as the ‘Rules’), no bidder participated at that floor price and hence the auction was not successful. However, OMC raised demand of C 281 crore on the Company towards differential pricing and interest for bauxite supplied till September 2020 considering the auction base price of C 1,707/MT. The Company had then filed a writ petition before Hon’ble High Court ("HC") of Odisha in September 2020, which issued an interim Order dated 08 October 2020 directing that the petitioner shall be permitted to lift the quantity of bauxite mutually agreed on payment of C 1,000/MT and furnishing an undertaking for the differential amount, subject to final outcome of the writ petition. OMC re-conducted e-auction on 09 March 2021 with floor price of C 2,011/MT, which again was not successful. On 18 March 2021, Cuttack HC issued an order that the current arrangement of bauxite price @ C 1000/MT will continue for the FY 2021-22. Further, on 06 April 2022, the Hon’ble Cuttack HC directed that the current arrangement will continue for the FY 2022-23 also. An interim application was filed on 11 May 2023 in Odisha High Court seeking directions for OMC to continue the supplies for FY 2023-24 and extend the LTL agreement. Honourable Odisha High Court vide order dated 15 May 2023, passed an order that unless the fresh agreement is not executed interim arrangement cannot be granted. Accordingly, as per the direction of honourable court, LTL was executed with OMC on 16 May 2023 for supply of 2.4 MT bauxite annually at a price of C 1000/MT. On 26 September 2023, OMC conducted the 10th National e-auction tender for sale of 300 KT bauxite at floor price of C 2,429/MT after considering the pricing as per Rule 45 of the Rules. The said auction was not successful since no participation was observed in the bidding. Supported by legal opinions, management believes that the provisions of Rule 45 of the Rules are not applicable to commercial sale of bauxite ore and hence, it is not probable that the Company will have any financial obligation towards the aforesaid commitments over and above the price of C 673/MT discovered vide last successful e-auction. However, as an abundant precaution, the Company has recognised purchase of Bauxite from September 2019 onwards at the aforesaid rate of C 1,000/MT. (b) The Ministry of Environment, Forest and Climate Change ("MOEF&CC") has revised emission norms for coal-based power plants in India. Accordingly, both captive and independent coal-based power plants in India are required to comply with these revised norms for reduction of sulphur oxide (SOx) emissions for which the current plant infrastructure is to be modified or new equipments have to be installed. The Company is required to comply with the norms by 31 December 2026 via MoEF&CC’s notification dated 05 September 2022. 45 Other Statutory Information a) The Company does not have any material transactions with companies struck off as per the Companies Act, 2013. b) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property. c) The Company has not been declared wilful defaulter by any bank or financial institution or other lender. d) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period. e) The Company has not traded or invested in Crypto currency or Virtual currency during the financial year. f) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). As per our report of even date For and on behalf of the Board of Directors For S.R. Batliboi & Co. LLP Navin Agarwal Arun Misra Chartered Accountants ICAI Firm Registration No. 301003E/E300005 Executive Vice-Chairman and Whole-Time Director Executive Director (Whole-Time Director) DIN 00006303 DIN 01835605 Place: Mumbai Place: New Delhi per Vikas Pansari Ajay Goel Prerna Halwasiya Partner Chief Financial Officer Company Secretary and Compliance Officer Membership No: 093649 PAN AEAPG8383C ICSI Membership No. A20856 Place: Mumbai Place: New Delhi Place: New Delhi Date: 25 April 2024 Date: 25 April 2024 630 631 VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 CORPORATE OVERVIEW STATUTORY REPORTS Standalone FINANCIAL STATEMENTS ABBREVIATIONS 2C Contingent Resources 2P Total Proved and Probable Resources 3P Proved, Probable and Possible ABH Aishwariya Barmer Hill ACC Associated Cement Companies ACT-UP Accelerated Tracking and Upgradation Process ADAS Advanced Driver Assistance Systems ADB Asian Development Bank AGIs Above Ground Installations AI Artificial Intelligence AIML Artificial Intelligence and Machine Learning AOTS Association for Overseas Technical Cooperation and Sustainable Partnerships APC Advanced Process Control APH Air Pre-heaters ASP Alkaline Surfactant Polymer ASSOCHAM The Associated Chambers of Commerce & Industry of India BALCO Bharat Aluminium Company Limited BCG Boston Consulting Group BESS Battery Energy Storage Systems BEV Battery Electric Vehicles BFSI Banking, Financial Services and Insurance BHP Broken Hill Proprietary BMC Brihanmumbai Municipal Corporation BMM Black Mountain Mining BOA Biodiversity Offset Agreement boe Barrel of Oil Equivalent Boz Billion Ounces BR Business Rescue BRSR Business Responsibility and Sustainability Reporting BSF Border Security Force BU Business Unit CA Chartered Accountant CAGR Compound Annual Growth Rate CAP Climate Action Programme CAPA Corrective and Preventive Actions CAPEX Capital Expenditure CBCE Code of Business Conduct and Ethics CCOE Cairn Centre of Excellence CCP Charge Chrome Plant CCQC Chapter Convention on Quality Concepts CCUS Carbon Capture, Utilisation and Storage CDP Carbon Disclosure Project CEA Central Electricity Authority CEC Cairn Enterprise Centre CEDEP Le Centre Européen d'Education Permanente CEIC Centre for the Study of Education in an International Context CEO Chief Executive Officer CEP Condensate Extraction Pump CFO Chief Financial Officer CHRO Chief Human Resource Officer CIHL Cairn India Holdings Limited CII Confederation of Indian Industry CLZS Chanderiya Lead Zinc Smelter CMIE Centre for Monitoring Indian Economy CO2e Carbon Dioxide Equivalent COD Committee of Directors CoP Cost of Production CPI Consumer Price Index CPP Captive Power Plant CRM Critical Risk Management CSM Contractor Safety Management CSR Corporate Social Responsibility CTO Chief Technology Officer CXO Chief Experience Officer CY Calendar Year DAERDLR Department of Agriculture, Environmental Affairs, Rural Development and Land Reform DAs Development Areas DC Designated Consumer DEI Diversity, Equity, and Inclusion DGH Directorate General of Hydrocarbons DGMS Director General of Mines Safety DJSI Dow Jones Sustainability Indices DSC Dariba Smelting Complex DSF Discovered Small Field EBITDA Earnings before interest, taxes, depreciation, and amortisation EIA Energy Information Administration EMPS Electric Mobility Promotion Scheme EOR Engineer of Records EPC Engineering, Procurement, and Construction EPS Earnings Per Share ESG Environmental, Social and Governance ESL Electrosteel Limited ETP Effluent Treatment Plant EU European Union EVs Electric Vehicles ExCos Executive Committees FACOR Ferro Alloys Corporation Limited FCF Free Cash Flow FGD Flue Gas Desulfurization FICCI Federation of Indian Chambers of Commerce & Industry FIM Free Issue Material FMCG Fast-moving Consumer Goods FPO Farmer Producer Organisation FSIPP Fatality and Serious Injury Prevention FTE Full-time Equivalent FTSE Financial Times Stock Exchange FY Financial Year G20 Group of Twenty GDP Gross Domestic Product GE General Electronics GHG Greenhouse Gas GISTM Global Industry Standard on Tailing Management GJ Giga Joule GoI Government of India GPS Global Positioning System GRI Global Reporting Initiative GRMC Group Risk Management Committee GW Giga Watt HCFC High Carbon Ferro Chrome HDH Hemidihydrate HIV Human Immunodeficiency Virus HR Human Resource HRD Human Resource Development HSD High-speed Diesel HSE Health, Safety and Environment HVLT High Volume Low Toxicity HZAPL Hindustan Zinc Alloys Private Limited HZL Hindustan Zinc Limited IBAT Integrated Biodiversity Assessment Tool IBBI Indian Biodiversity Business Initiative ICMM International Council on Mining and Metals ICOFR Internal Control Over Financial Reporting ICP Internal carbon pricing ICSI Institute of Company Secretaries of India IEX Indian Energy Exchange IFC International Finance Corporation IIM Indian Institute of Management IIME Indian Institute of Mineral Engineers IIP Index of Industrial Production IIRC International Integrated Reporting IM Incident Management IMF International Monetary Fund Ind AS Indian Accounting Standards IOB Iron Ore Business IOG Iron Ore Goa IOK Iron Ore Karnataka IPP Independent Power Producer IR Integrated Reporting ISA International Safety Award ISO International Organization for Standardization IT Information Technology ITES Information Technology Enabled Services ITGC IT General Control ITMS Intelligent Traffic Management System IUCN International Union for Conservation of Nature IZA International Zinc Association J&K Jammu & Kashmir JV Joint Venture kboepd thousand barrels of oil equivalent per day kg kilogram km kilometre KPI Key Performance Indicator KRA Key Responsibility Area kt Kilo Tonnes KTPA Kilo-Tonnes Per Annum kWh Kilowatt hours LBMA London Bullion Market Association LED Light-emitting Diode LF Lower Fatehgarh LGBTQIA+ Lesbian, Gay, Bisexual, Transgender, Queer or Questioning Persons, Intersex, Asexual or the Community LME London Metal Exchange LMV Light Motor Vehicle LTIFR Lost Time Injury Frequency Rate M&A Mergers and Acquisitions MALCO The Madras Aluminium Company Limited ManCom Management Committee MAS Management Assurance Services mb/d million barrels per day MBA Master of Business Administration MEAI Mining Engineers Association of India MEMC Mines Environment and Mineral Conservation MGMI Mining Geological & Metallurgical Institute of India MHU Mobile Healthcare Units MiC Metal in Concentrate mmboe Million barrels of oil equivalent mn Million mnt Million tonnes MOEF Ministry of Environment, Forest MoPnG Ministry of Petroleum and Natural Gas MOSPI Ministry of Statistics and Program Implementation MoU Memorandum of Understanding Moz Million Ounces MSCI Morgan Stanley Capital International MSME Ministry of Micro, Small & Medium Enterprises MTPA Metric Tonnes Per Annum MVA Mega Volt Amps MW Megawatt NCLT National Company Law Tribunal NDRF National Disaster Response Force NELP New Exploration and Licensing Policy NEP Net Effective Premium NGO Non-governmental Organization NHAI National Highway Authority of India NIP National Infrastructure Pipeline NITI National Institution for Transforming India NMP National Master Plan NNL No Net Loss NOC No Objection Certificate NPI Net Positive Impact NSO National Statistical Office NTFP Non-timber Forest Products NWPI Net Water Positive Index VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 632 ABBREVIATIONS 633 O&M Operations and Maintenance OALP Open Acreage Licensing Programme OECD Organization for Economic Cooperation and Development OEM Original Equipment Manufacturer OHSAS Occupational Health and Safety Assessment Specification OMS Operational Maintenance and Surveillance OPEC Organization of the Petroleum Exporting Countries OPEX Operating Expenses or Expenditure OSPCB Odisha State Pollution Control Board PAT Profit After Tax PDA Power Delivery Agreements PGDM Post Graduate Diploma in Management PLF Plant Load Factor PLI Production Linked Incentive Scheme PM Particulate Matter PMI Purchasing Manager's Index PNGRB Petroleum and Natural Gas Regulatory Board PSC Production Sharing Contract PTS Plant Technical System PV Photovoltaics PWD Public Works Department PXIL Power Exchange India Limited R&D Research and Development R&R Reserves & Resources RBI Reserve Bank of India RCM Risk Control Matrix RDG Raageshwari Deep Gas RE Renewable Energy RE RTC Round the Clock Renewable Energy RFID Radio Frequency Identification ROCE Return on Capital Employed ROM Run of Mine RoW Rest of the World RRR Reserve Requirement Ratio RRRT Regional Rights Resource Team RTC Round-The-Clock SBTi Science Based Targets initiative SBTN Science Based Targets for Nat SBU Strategic Business Unit SCADA Supervisory Control and Data Acquisition SDG Sustainable Development Goals SEBI Securities and Exchange Board of India SEG Similar Exposure Group SEL Sterlite Energy Ltd SFSS Semi Fire Suppression System SHFE Shanghai Futures Exchange SOPs Standard Operating Procedures SOx Sulphur Oxides SPL Spent Pot Lining SPSC Social Performance Steering Committee SR Sustainability Report SRP Standard Rules and Procedure STEM Science, Technology, Engineering, And Mathematics TACO The Animal Care Organization TAT Turnaround Time TC/RC Treatment Charges and Refining Charges TCE Tata Consulting Engineers TCFD Taskforce on Climate-related Financial Disclosures tCO2e Tonnes of carbon dioxide equivalent TERI The Energy and Resources Institute THL Twin Star Holdings Limited TMF Tailings Management Facility TMILL TM International Logistics Limited TMT Thermo Mechanically Treated TNFD Taskforce on Nature-Related Financial Disclosures TPA Tonnes per Annum TPP Trans-Pacific Partnership TQM Total Quality Management TRIFR Total Recordable Injury Frequency Rate TSF Tailing Storage Facility TSPL Talwandi Sabo Power Limited TTR Tax Transparency Report TUV SUD Technischer Überwachungsverein UAE United Arab Emirates UDAN Ude Desh ka Aam Naagrik UF Upper Fatehgarh UK United Kingdom UNEP United Nations Environment Programme UNFCCC The United Nations Framework Convention on Climate Change UNGC United Nations Global Compact US United States US$ United States Dollar USGS United States Geological Survey VAB Value Added Businesses VAL Vedanta Aluminium Limited VALJ Vedanta Aluminium Jharsuguda VAP Value Added Products VCT Voluntary Counselling and Testing VEDL Vedanta Limited VFD Variable Frequency Drive VGCB Vizag General Cargo Berth VGCB Vizag General Cargo Berth VPA Visakhapatnam Port Authority VPSHR Voluntary Principles on Security and Human Rights VSAP Vedanta Sustainability Assurance Programme VSF Vedanta Sustainability Framework WBCSD The World Business Council for Sustainable Development WCL Western Coalfields Limited WEO World Economic Outlook WRI World Resource Institute XLRI Xavier School of Management YODA Youth Organisation in Defence of Animals Y-o-Y Year on Year YTD Year to Date YUVA Young Upcoming Vedanta Achievers ZLD Zero Liquid Discharge VEDANTA LIMITED Integrated Report and Annual Accounts 2023-24 634 1st Floor, ‘C’ Wing, Unit 103, Corporate Avenue, Atul Projects, Chakala, Andheri (E), Mumbai - 400 093, Maharashtra CIN: L13209MH1065PLC291394 | www.vedantalimited.com