Adani Enterprises Auditors Report

To the Members of Adani Enterprises Limited

Report on the audit of the Standalone Financial Statements

Qualified Opinion

We have audited the Standalone Financial Statements of Adani Enterprises Limited ("the Company"), which comprise the Standalone Balance Sheet as at

March 31, 2024, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity for the year then ended, and a summary of material accounting policies, notes forming part of financial statements and other explanatory information (herein after referred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the

‘Basis for Qualified Opinion? section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, the Profit and other comprehensive Income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

As described in Note 45(j) to the accompanying Standalone Financial Statements, on account of pending adjudications / outcome of the investigations by the Securities and Exchange Board of India and based on our review of related documents, we are unable to comment on the possible adjustments and /or disclosures, if any, that may be required to be made in the accompanying StandaloneFinancialStatementsinrespectofthismatter. We will continue to evaluate the impact of this matter on our opinion based on any changes in circumstances or additional information that may become available.

Our audit report for the previous year ended March 31, 2023 was also qualified in respect of this matter. We conducted our audit of the standalone financial statements in accordance with the Standards on

Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor?s Responsibilities for the

Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, 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 qualified audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current year. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Basis for Qualified Opinion section we have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matters	Auditor?s Response
1	Contingencies relating to taxation, litigations and arbitrations	Principal Audit Procedures
	The provisions and contingent liabilities relate to ongoing litigations and claims with various authorities and third parties. These relate to direct tax, indirect tax, claims and other general legal proceedings arising in the ordinary course of business. As at the year ended March 31, 2024, the amounts involved were significant. The assessment of a provision or a contingent liability requires significant judgement by the management of the Company because of the inherent complexity in estimating future costs. The amount recognized as a provision is the best estimate of the expenditure. The provisions and contingent liabilities are subject to changes in the outcomes of litigations and claims and the positions taken by the management of the Company. It involves significant judgement and estimation to determine the likelihood and timing of the cash outflows and interpretations of the legal aspects, tax legislations and judgements previously made by authorities.	We have obtained an understanding of the process followed by the management of the Company for assessment and determination of the amounts of provisions and contingent liabilities relating to taxation, litigations and arbitrations.
		We have made inquiries about the status in respect of significant provisions and contingent liabilities with the Company?s internal tax and legal team, including challenging the assumptions and critical judgements made by the Company which impacted the computation of the provisions and inspecting the computation.
		We assessed management?s conclusions through discussions held with their in-house legal counsel and understanding precedents in similar cases. We communicated with the company?s external legal counsel on the certain material litigations to establish the likelihood of outflow of economic resources being probable, possible or remote in respect of the litigations.
		We have involved subject matter experts with specialized skills and knowledge to assist in the assessment of the value of significant provisions and contingent liabilities relating to the pending litigations, on sample basis, in light of the nature of the exposures, applicable regulations and related correspondence with the authorities.
		We also assessed and validated the adequacy and appropriateness of the disclosures made by the management in the standalone financial statements.
2	Timing of Revenue recognition and adjustments for coal quality variances involving critical estimates	Principal Audit Procedures
	Material estimation by the Company is involved in recognition and measurement of its revenue. The value and timing of revenue recognition for sale of goods varies from contract to contract, and the activity can span beyond the year end.	We have assessed the Company?s accounting policies for revenue recognition in accordance with the applicable accounting standards i.e Ind AS 115; We have conducted testing of design, implementation and operating effectiveness of key internal financial controls over timing of recognition of revenue from sale of goods and subsequent adjustments made to the transaction price;
	Revenue from sale of goods is recognized when control is transferred to the customers and when there are no other unfulfilled obligations. This requires detailed analysis of each sale agreement/ contract /customer purchase order regarding timing of revenue recognition.	We have also performed substantive audit procedures on selected statistical samples of customer contracts, verified terms and condition related to acceptance of goods, acknowledgement on delivery receipts and tested the transit time to deliver the goods and its revenue recognition. Our tests of details focused on period end samples to verify only revenue pertaining to current year is recognized based on terms and conditions set out in sale agreements/ contracts and delivery documents. We have assessed the appropriateness of the estimated adjustments in the process. We also performed tests to establish the basis of estimation of the consideration and whether such estimates are commensurate with the accounting policy of the Company.
	Inappropriate assessment could lead to a risk of revenue being recognized on sale of goods before the control in the goods is transferred to the customer. Subsequent adjustments are made to the transaction price due to grade mismatch/slippage of the transferred goods (coal). The variation in the contract price if not settled mutually between the parties to the contract is referred to third party testing and the Company estimates the adjustments required for revenue recognition pending settlement of such dispute. Such adjustments in revenue are made on estimated basis following historical trend.
	Inappropriateestimationcouldleadtoariskofrevenue being overvalued or undervalued. Accordingly, timing of recognition of revenue and adjustments for coal quality variances involving critical estimates is a key audit matter.	We have reviewed the calculations and adequacy of the provision for coal quality variances. We verified the methodology used for estimating the provision and assess the reasonable of assumption. We have assessed the adequacy of disclosure in the standalone financial statements.
3	Measurement of inventory quantities of coal	Principal Audit Procedures
	As at March 31, 2024 the Company has coal inventory of Rs 2,980.57 Crores. This was determined a key audit matter, as the measurement of these inventory quantities lying at the ports/ yards involves significant judgement and estimate resulting from measuring the surface area. The Company uses internal and external experts, to perform volumetric assessments, basis which the quantity for these inventories is estimated.	We have obtained an understanding and have evaluated the design and operating effectiveness of controls over physical count and measurement of such inventory;
		We have evaluated the competency and capabilities of management?s experts for quantification of the inventories on sample basis.
		We have physically observed inventory measurement and count procedures carried out by management using experts spanning over our engagement period, to ensure its appropriateness and completeness; and
		Our audit procedures also included obtaining and inspecting, inventory measurement and physical count results for such inventories, including assessing and evaluating the results of analysis performed by management in respect of differences between book and physical quantities. We have also verified that the physical verification differences are appropriately accounted for in the books of accounts.
4	Significant judgement relating to impairment of investments in subsidiaries, associates and jointly controlled entities	Principal Audit Procedures
	The Company has major investments in subsidiaries, associates and jointly controlled entities aggregating to Rs 14,070.92 Crores as at March 31, 2024. The Management assesses at least annually the existence of impairment indicators of each shareholding in such subsidiaries, associate and jointly controlled entities.	We obtained understanding of the Company?s policy on assessment of impairment of investment in subsidiaries, associates and jointly controlled entities and assumptions used by the Management including design and implementation of controls. We have tested operating effectiveness of those controls.
	The process and methodologies for assessing and determining the recoverable amount of each investments are based on the complex assumptions, that by their nature imply the use of Management?s judgement, in particular with reference to identification of impairment indicators, forecasting future cashflow relating to period covered by the Company?s strategic business plan, normalized cashflow assumed as a basis for terminal values, as well as the long term growth rates and discount rates applied to such forecasted cash flow.	We have assessed the methodology used by the Management of the company to estimate recoverable value of each investment and consistency with the relevant Ind AS.
		We compared the carrying value of the Company?s investment in these subsidiaries, associates and jointly controlled entities with their respective net asset values as per the audited financial statements.
	Considering the judgement required for estimating the cash flows and complexity of the assumptions used, this is considered as a Key Audit Matter.	With respect to the cases where indicators of impairment were identified by the Management, we obtained the projected future cash flows along with sensitivity analysis thereof with respect to relevant investments. We evaluated management?s methodology, assumptions and estimates used in the calculation and have involved subject matter expert internally to evaluate the appropriateness of the assumptions used.
		We evaluated the appropriateness of its accounting and the disclosures, if any, for the impairment of investment.
5	Discontinued Operations and Asset held for sale in relation to Transfer of Power Trading Business	Principal Audit Procedures
	During the current year, the Company, in its Board Meeting held on 22nd March 2024, approved the transfer/sale of its Power Trading Business as a going concern. As at March 31, 2024, the Company has presented the operations under Power Trading business as "Discontinued Operations" and its related assets as "Assets held for sale" and liabilities as "Liabilities associated with the assets held for sale" in accordance with Ind AS 105 (Non-current Assets held for Sale and Discontinued Operations). Accounting for discontinued operations requires judgment to identify and separate the relevant financial effectsfinancial statements including identification of the from continuing and discontinued operations.	Obtained an understanding and assessed the effectiveness of process followed by the management in assessing the appropriateness of the Company?s accounting policies in relation to discontinued operations.
		Evaluated the basis of the management?s assessment of treating the transfer of Power Trading business as Discontinued operations in accordance with the applicable accounting standards.
	Accordingly, this matter has been determined to be a key audit matter in our audit of the standalone financial statements	Obtained and read the Board Resolution for understanding the impact on the standalone Ind AS assets and liabilities to be transferred and assessment of the key estimates and judgement involved therein.
		Performed procedures on the disclosures relating to discontinued operations and assets held for sale, made in the standalone Ind AS financial statements for assessing the compliance with disclosure requirements.

Information other than the Financial Statements and Auditor?s Report thereon

The Company?s management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis,

Board?s Report including Annexure to Board?s Report,

Business Responsibility and Sustainability Report,

Corporate Governance and Shareholder?s Information, but does not include the standalone financial statements, consolidated financial statement and our audit reports thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our 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.

Management?s and Board of Director?s Responsibility for the Standalone Financial Statements

The Company?s Management and the Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the applicable Indian Accounting Standards (Ind AS) prescribed 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 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 design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the management and the Board of Directors are 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.

The Board of Directors are also responsible for overseeing the Company?s financial reporting process.

Auditor?s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor?s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identifyandassesstherisksofmaterialmisstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial controls 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 system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies usedandthereasonablenessofaccountingestimates and related disclosures made by management. in the

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 standalone financial inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor?s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current year 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.

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 A" a paragraph statement on the matters specified 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, based on our audit we report that: a. W e have sought and, obtained all information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit, except for the matters described in the Basis for Qualified statements or, if such disclosures are Opinion paragraph; b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; c. The Standalone Balance Sheet, the Standalone

Statement of Profit and Loss including Other

Comprehensive Income, the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the books of account; d. In our opinion, the aforesaid Standalone Financial Statements comply with the Indian

Accounting Standards specified under Section

133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, except for possible effects of the matters described in the Basis for Qualified Opinion paragraph; e. The matter described in the Basis for Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the company; f. On the basis of the written representations received from the directors as on March 31, 2024 and taken on record by the Board of Directors, none of the directors is disqualified as on

March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act; g. The qualification relating to the other matters connected with the Standalone Financial Statements are as stated in the Basis for

Qualified Opinion paragraph above; h. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure B"; Our report expresses an unmodified adequacy and operating effectiveness of the

Company?s internal financial controls over financial reporting; 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, in our opinion and to the best of our information and according to the explanations given to us: A. The Company has disclosed the impact of pending litigations on its financial position in its financial statements Refer Note 45 to the standalone financial statements;

B. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; C. There have been no delays in transferring the amounts, required to be transferred to the Investor Education and Protection Fund by the Company; D. (i) The Management has represented that, to the best of its knowledge and belief, no funds, which are material, 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"), except for the entities consolidated with the company, or provide any guarantee, security or the like on behalf of the

Ultimate Beneficiaries;

(ii) The management of the company has represented that, that, to the best of its knowledge and belief, no funds, which are material, have been received by the company from any opinion on the 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"), except for the entities consolidated with the company, or provide any guarantee, security or the like on behalf of the Ultimate

Beneficiaries; and

(iii) Based on such audit procedures that we have 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 (i) and (ii) above contain any material mis-statement.

E. The final dividend proposed in the preceding year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable. Further, the Board of

Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. Such dividend proposed is in accordance with section 123 of the Act, as applicable.

F. 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. However, the audit trail feature is not enabled for certain direct changes to data when using certain access rights and at the database level for the accounting software, as described in Note

60 to the Standalone 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 the accounting software.

3. With respect to the matters to be included in the Auditor?s Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197 (16) which are required to be commented upon by us.

For, SHAH DHANDHARIA & CO LLP

Chartered Accountants Firm Reg. No: 118707W/W100724

Shubham Rohatgi

Partner Membership No. 183083 UDIN - 24183083BKBVBU3836

Place: Ahmedabad Date: May 02, 2024

Annexure – A to the Independent Auditor?s Report

(Referred to in Paragraph 1 under ‘Report on Other Legal and Regulatory Requirements? section of our

Report of even date)

The Annexure referred to in our Independent Auditor?s

Report to the members of the Company on the Standalone Financial Statements for the year ended March 31, 2024, we report that: i. In respect of the Company?s Property, Plant and

Equipment and Intangible Assets a) (A) According to the information and explanation given to us and the records produced to us for our verification, the company is maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment, Capital

Work in Progress (‘CWIP?) and Right to Use of Assets (‘ROU?).

(B) According to the information and explanation given to us and the records produced to us for our verification the company is maintaining proper records showing full particulars of the Intangible assets including those under development. b) According to the information and explanation given to us and the records produced to us for our verification, the Company has a regular programme of physical verification of its

Property, Plant and Equipments by which all

Property, Plant and Equipments are verified the management at least once in every three years. In accordance with this programme, certain Property, Plant and Equipment were verified during noticed on verification were not material and have been appropriately dealt with in the books of accounts. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. c) According to the information and explanation given to us and the records produced to us for our verification, the title deeds of all the immovable properties (other than immovable properties where the company is the lessee and the lease agreements are duly executed in favour of the company) disclosed in the standalone financial statements are held in the name of the company.

d) According to the information and explanation given to us and the records produced to us for our verification, the company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year. Accordingly, clause 3(i)(d) of the Order is not applicable. e) According to the information and explanation given to us and the records produced to us for our verification, no proceedings have been initiated or are pending against the company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) and rules made thereunder. ii. In respect of the Company?s Inventories a) The Inventory other than goods in transit, have been physically verified by the management during the year at reasonable intervals. In our opinion, the frequency of verification is reasonable and the coverage and procedure of such verification is appropriate. The discrepancies noticed on verification between the physical stocks and the book records were not 10% or more in aggregate and have been appropriately dealt with in the books of account. by b) According to the information and explanation given to us and the records produced to us for our verification, the company has been year andthediscrepancies sanctioned working capital limits in excess of five crore rupees, in aggregate from banks or financialinstitutions on the basis of security of current assets and the quarterly returns/ statements filed by the company with such banks or financial institutions are in agreement with the books of account of the company. iii. In respect of Investments made, guarantees provided, security given, loans and advances in the nature of loans a) According to the information and explanation given to us and the records produced to us for our verification, the company has provided guarantees, security and granted loans, to companies, firms, Limited Liability or any other parties and the same is disclosed in the table below. Further, the company has not given any advance in the nature of loans to any Parties during the year.

(Rs in Crores)

	Guarantees	Security	Loans
Aggregate amount granted during the year
- Subsidiaries (including step down subsidiaries)	9,705.61	148.92	21,798.51
- Joint Ventures	-	-	-
- Associates	-	-	49.55
- Others	-	-	375.47
Balance Outstanding as at the Balance Sheet date in respect of of above cases (net of allowances for credit loss)
- Subsidiaries (including step down subsidiaries)	14,453.20	3,660.25	14,908.19
- Joint Ventures	-	1,381.56	-
- Associates	-	-	-
- Others	550.00	-	70.82

b) According to the information and explanation given to us and based on the audit procedures conducted by us, in our opinion, investments made, guarantees provided, loans and securities given and the terms and conditions of such loans, guarantees and securities are, prima facie, not prejudicial to the company?s interest. c) According to the information and explanation given to us and on the basis of our examination of the records of the company, in our opinion, the schedule of repayment of principal and payment of interest has been stipulated and repayments or receipts of principal amounts and interest have been regular as per stipulations, although certain loans given to companies which are falling due during the year has been renewed/ extended prior to the due date, and accrued interest, in certain cases, has been added to the outstanding loans at year end, as per the terms embedded in the agreement. The company has not given any advance in the nature of loans to any parties during the year. d) According to the information and explanation given to us and on the basis of our examination of the records of the company, there is no amount overdue in respect of loans given as at the reporting date. e) According to the information and explanation given to us and on the basis of our examination of the records of the company, the below mentioned loans had fallen due and have been renewed or extended during the year. However, no fresh loans were granted to settle the overdue of existing loans given to the same parties.

Particulars	Aggregate amount of existing loans renewed or extended	Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year
Subsidiaries	11,595.22	53.19%
Others	64.43	17.16%

f According to the information and explanation) given to us and on the basis of our examination of the records of the company, 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. Accordingly, clause 3(iii)(f) of the Order is not applicable to the Company.

iv. In our opinion and according to information and explanations given to us and representations made by the Management, the Company has not made investments, given any loans, or provided guarantees or securities, to the parties covered under section 185 of the Companies Act, 2013. Further, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in relation to investments made, loans and security given and guarantees provided by the company. v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits or any amount deemed to be deposits from the public within the meaning of the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, clause 3(v) of the Order is not applicable to the Company. vi. We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1) of the Companies Act, 2013 in respect of the company?s services to which the said rules are made applicable and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate and complete.

vii. a) Accor ding to the information and given to us and on the basis of our examination of the records of the Company, undisputed statutory dues including Provident Fund, Employee State Insurance, Income-Tax, Sales Tax/Value added Tax, Goods and Services Tax, Duty of Customs, cess and other material statutory dues have generally been deposited regularly during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues as referred to above were in arrears as at March 31, 2024 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no material statutory dues of Provident Fund, Employee State Insurance and wealth Tax which have not been deposited with the appropriate authorities on account of any dispute. However, according to the information and explanation given to us, the following dues of the Income-Tax, Service Tax, Sales Tax/Value added Tax, Entry Tax, Excise Duty, Penalties under FEMA/FERA, Stamp Duty and Custom Duty have not been deposited by the company on account of disputes.

Name of Statute	Nature of the dues	Forum where dispute is pending	Amount (*) (Rs in Crores)	Amount paid under protest (Rs in Crores)	Period to which the amount relates
Income Tax Act	Income Tax	Appellate Authority upto Commissioner?s Level	5.72	-	2020-21 & 2021-22
		Appellate Tribunal	23.71	23.71	2012-13 to 2014-15
		High Court	83.45	25.27	2002-03, 2007-08 to 2010-11
		Supreme Court	3.09	-	2007-08
Finance Act,	Service Tax	Appellate Tribunal	15.88	0.56	2011-12 to 2014-15
1994		Adjudication authority	1.25	-	2006-07 to 2009-10 & 2012-13 to 2014-15
Sales Tax Acts	Sales Tax	Appellate Authority upto Commissioner?s Level	34.77	1.20	2002-03 to 2004-05, 2006-07, 2007-08, 2012-13 & 2014-15
		Appellate Tribunal	21.05	0.66	2001-02, 2004-05, 2005-06, 2008-09 to 2010-11, 2014-15 to 2017-18
		High Court	19.93	2.91	2005-06 to 2010-11, 2012-13 & 2013-14

 

Excise Act	Excise Duty	Assessing Authority	0.61	0.15	1998-99 & 1999-00
Foreign Exchange Management Act	Penalty	High Court	4.10	-	2000-01
Foreign Exchange Regulation Act	Penalty	Appellate Authority upto Commissioner?s Level	0.16	-	1997-98
Bombay Stamp Duty Act	Stamp Duty	Chief Controlling Revenue Authority	50.00	-	2015-16
Customs Act	Customs Duty	Assessing Authority	186.32	171.70	1994-95, 1995-96, 1997-98, 1999-00 to 2008-09 & 2012-13
		Appellate Tribunal	785.13	291.01	1997-98, 2005-06 to 2007-08, 2011-12 & 2012-13
		High Court	20.92	-	1992-93, 1993-94 & 2006-07
		Joint Secretary, Ministry of Finance	0.83	-	2006-07 to 2009-10
		Supreme Court	62.53	6.77	1996-97, 1997-98, 2004-05 & 2006-07
		Additional Directorate General of Foreign Trade	211.61	-	2008-09

viii. According to the information and explanations given to us and based on our examination of the records of the Company, the company has not surrendered or disclosed previously undisclosed transactions as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of

1961). Accordingly, clause 3(viii) of the Order is not applicable to the Company. ix. In respect of loans and borrowings of the company a) B ased upon the audit procedures the company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender, although certain loans taken from related parties, which fell due during the year, were renewed/ extended prior to the due date and interest accrued and remaining unpaid has been added to loans outstanding at year end, as per terms of the agreement.

b) Accor ding to the information and given to us and on the basis of our audit procedures, we report that the company has not been declared willful defaulter by any bank, financial institution or any other lender. c) Accor ding to the information and given to us by the management, the company has utilized the money obtained by way of term loan during the year for the purposes for which they were obtained. d) Accor ding to the information and given to us, and the procedures performed by us, and on an overall examination of the standalone financial statements of the company, we report that, prima facie, no funds raised on short term basis have been used by the company for long-term purposes. e) Accor ding to the information and given to us and on an overall examination of the standalone financial statements of the company, we report that the company has taken funds from following entities and persons on account of or to meet the obligations of its subsidiaries as per the details below: (Rs in Crores)

Nature of fund taken	Details of lender entity	Amount involved (Rs)	Nature of transaction for which funds utilized	Relationship with the entities funds given to	Remarks
Inter-corporate loan	Entity over which the controlling entity has significant influence	375.00	Onward lending	Jointly Controlled Entity	--

f) According to the information and explanations given to us and based on our examination of the records of the Company, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, associates or jointly controlled entities. However, the companyhasissuednon-convertibledebentures amounting to Rs 1,950.00 crores during the year with a pledge on securities of one of its subsidiaries, Adani Road Transport Limited. These debentures are due for repayment on

July 11, 2026 and October 12, 2026 in two separate tranches of Rs 1,250.00 crores and

Rs 700.00 crores respectively. x. a) Accor ding to the information and given to us and based on our examination of the records the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, clause 3(x)(a) of the Order is not applicable to the Company. b) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not made any preferential allotment or private placement of shares or not issued any fully or partly or optionally convertible debenture during the year under review. Accordingly, clause 3(x)(b) of the Order is not applicable to the company. xi. a) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanation given to us, no fraud by the company or on the company, by its officers or employees, has been noticed or reported during the year. b) According to information and explanations given to us, no report on any matter under sub-section (12) of section 143 of the

Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report. c) As represented to us by the management, there are no whistle blower complaints received by the company during the year. xii. In our opinion, the Company is not a Nidhi Company. Accordingly, clause 3 (xii) (a) to 3 (xii) (c) of the

Order are not applicable. xiii. As p er information and explanation given to us and on the basis of our examination of the records of the Company, all the transactions with related parties are in compliance with section 177 and 188 of Companies Act 2013, wherever applicable, and all the details have been disclosed in Standalone Financial Statements as required by the applicable Indian Accounting Standards, except for the possible consequential effects of the matter referred to in the Basis of Qualified Opinion paragraph of our Audit Report. xiv. a) In our opinion and based on our examination, the company has an internal audit system Commensurate with the size and nature of its business. b) We have considered the internal audit reports of the company issued till date, for the year under audit. xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions, within the meaning of Section 192 of the Act, with directors or persons connected with them. xvi. a) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Accordingly, clause 3 (xvi) (a) of the Order is not applicable to the Company. b) Accor ding to the information and given to us and based on our examination of the records of the Company the company has not conducted any Non-Banking Financial or

Housing Finance activities. Accordingly, clause

3 (xvi) (b) of the Order is not applicable to the Company. c) In our opinion and according to the information and explanations given to us, the company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve

Bank of India. Accordingly, clause 3 (xvi) (c) of the Order is not applicable to the Company. d) There is no Core Investment Company as a part of the Group, hence, the requirement to report on clause 3 (xvi) (d) of the Order is not applicable to the Company. xvii. Based on our examination of the records of the Company, the Company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year. xviii. There has been no resignation of the statutory auditors of the company during the year.

Accordingly, clause 3(xviii) of the Order is not applicable to the Company. xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financialliabilities, other information accompanying the standalone 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) Ther e are no unspent amounts towards Corporate Social Responsibility (CSR) on other than ongoing projects requiring a transfer to a fund specified in Schedule VII to the Companies

Act in compliance with second proviso to sub- section (5) of section 135 of the said Act. Accordingly, clause 3(xx) (a) of the order is not applicable for the year. b) There are no amounts remaining unspent under section (5) of section 135 of Companies Act, pursuant to any ongoing project requiring a transfer to special account in compliance with provision of sub section (6) of section 135 of the said Act.

For, SHAH DHANDHARIA & CO LLP

Chartered Accountants Firm Reg. No: 118707W/W100724

Shubham Rohatgi

Partner Membership No. 183083 UDIN - 24183083BKBVBU3836

Place: Ahmedabad Date: May 02, 2024

Annexure – B to the Independent Auditor?s Report

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of section 143 of the Companies Act 2013 (the act).

We have audited the internal financial controls over financial reporting of Adani Enterprises Limited ("the

Company") as of March 31, 2024 in conjunction with our audit of the Standalone Financial Statements of the company for the year ended on that date.

Management?s and Board of Director?s Responsibility for Internal Financial Controls

The Company?s Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control over financial and appropriate to provide a basis for reporting criteria established by the

Company considering the essential components of internal control stated in the Guidance reporting withNote on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient 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, as required under reporting includes

Companies Act, 2013.

Auditors? Responsibility

Our responsibility is to express an opinion on the Company?s internal financial controls over reporting 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, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting 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 system financialreporting and over their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient our audit opinion on the Company?s internal financial controls system over financial to standalone financial statements.

Meaning of Internal Financial Controls over Financial Reporting

A company?s internal financial control over financial conduct of its reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company?s internal those financial control over financial policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect financial the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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 over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future years are subject to the risk that the internal financial control over financial reporting 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 aspects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For, SHAH DHANDHARIA & CO LLP

Chartered Accountants Firm Reg. No: 118707W/W100724

Shubham Rohatgi

Partner Membership No. 183083 UDIN - 24183083BKBVBU3836

Place: Ahmedabad Date: May 02, 2024