Adani Enterp. Director Discussions

Dear Shareholders,

Your Directors are pleased to present the 32^nd Annual Report along with the Audited Financial Statements of your

Company for the financial year ended March 31, 2024 ("FY 2023-24/ FY24").

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlights are depicted below:

(Rs in crore)

	Consolidated		Standalone
Particulars
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	96,420.98	1,27,539.50	32,012.03	57,886.45
Other Income	1,860.53	1,194.59	1,667.12	1,264.74
Total Income	98,281.51	1,28,734.09	33,679.15	59,151.19
Expenditure other than Depreciation and Finance cost	84,641.60	1,18,384.77	28,842.38	55,117.39
Depreciation and Amortisation Expenses	3,042.15	2,436.14	142.59	131.04
Foreign Exchange (Gain) / Loss (net)	402.78	337.04	260.60	965.20
Finance Cost	4,554.70	3,968.90	638.19	664.13
Total Expenditure	92,641.23	1,25,126.85	29,883.76	56,877.76
Profit before share of Profit/ (Loss) from joint ventures and associates, exceptional items and tax	5,640.28	3,607.24	3,795.39	2,273.43
Share of profit from joint ventures and associates	40.64	212.66	-	-
Profit before exceptional items and tax	5,680.92	3,819.90	3,795.39	2,273.43
(Less):- Exceptional Items	(715.37)	(369.32)	-	(71.67)
Total Tax Expense	1,631.51	1,037.94	952.36	587.99
Profit after tax from Continuing Operations	3,334.04	2,412.64	2,843.03	1,613.77
Profit after tax from Discontinued Operations	1.23	8.96	1.23	8.96
Profit for the year	3,335.27	2,421.60	2,844.26	1,622.73
Other Comprehensive income (net of tax)	338.79	1,368.65	(1.69)	(1.02)
Total Comprehensive Income for the year (net of tax)	3,674.06	3,790.25	2,842.57	1,621.71
PAT attributable to :
Equity holders of the parent	3,240.78	2,472.94	-	-
Non-controlling interests	94.49	(51.34)	-	-

1. Ther e are no material changes and commitments affecting the financial position of your Company which have between the end of the financial year and the date of this report.

2. Pr evious year figures have been regrouped/re-arranged wherever necessary.

3. Ther e has been no change in nature of business of your Company.

Financial Highlights:

Consolidated Financial Results:

Total income stood at Rs 98,282 crore in FY24 vs

Rs 1,28,734 crore in FY23.

EBIDTA increased by 32% to Rs 13,237 crore in FY24 vs Rs 10,012 crore in FY23.

PAT attributable to owners increased by 31% to

Rs 3,240 crore in FY24 vs Rs 2,464 crore in FY23.

Standalone Financial Results:

Total income stood at Rs 33,679 crore in FY24 vs

Rs 59,151 crore in FY23.

EBIDTA increased by 49% to Rs 4,576 crore in FY24 vs

Rs 3,069 crore in FY23.

PAT increased by 76% to Rs 2,843 crore in FY24 vs

Rs 1,614 crore in FY23.

Operational Performance

The key aspects of your Company?s consolidated performance during the FY 2023-24 are as follows:

Adani New Industries Ecosystem: y Solar manufacturing business has successfully commissioned India?s first large-sized monocrystalline ingot and wafer unit of 2 GW capacity. y Sale of modules increased by 110% to 2,679 MW vs 1,275 MW in FY 2022-23. y Under wind manufacturing business, WTG supply started from Q3 FY24 with 54 sets delivered during the year.

Airports Business: Passenger traffic increased by

19% to 88.6 million passengers across 7 operational airports vs 74.4 million passengers in FY 2022-23.

Roads Business: Construction of roads increased by 81% to 514.8 lane-kms vs 284.1 lane-kms in FY 2022-23.

Mining Services Business: Mining services production volume increased by 10% to 32.5 MMT vs 29.7 MMT in FY 2022-23.

Integrated Resource Management (IRM): Volume of IRM business stood at 82.1 MMT vs 88.1 MMT in FY 2022-23.

Other important milestones achieved during the year are as below: y Adani?s copper unit successfully commenced the commercial sale of copper products at copper plant in Mundra. y AdaniConneX?s orderbook increased to 210 MW from 112 MW.

The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Credit Rating

Your Company?s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Dividend and Reserves

Dividend

Your Directors have recommended a dividend of

Rs 1.30 (130%) per Equity Share of Re. 1 each for FY24. The dividend is subject to approval of shareholders at the ensuing Annual General Meeting (AGM). The dividend, if approved by the shareholders, would involve a cash outflow of Rs 148.20 crore.

Dividend Distribution Policy

The dividend recommended is in accordance with your Company?s Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company?s website on https://www.adanienterprises.com/media/ Project/Enterprises/Investors/corporate-governance/ Polices/DividendDistributionPolicy_Locked.pdf

Unclaimed Dividends

Details of outstanding and unclaimed dividends previously declared and paid by your Company are given under the Corporate Governance Report, which forms part of this Integrated Annual Report.

Investor Education and Protection Fund (IEPF)

During the year, your Company transferred the unclaimed and un-encashed dividends for the year 2015-16 (interim) to IEPF. Further, corresponding shares, on which dividends were unclaimed for seven consecutive years, were transferred to IEPF as per the requirements of the

IEPF Rules. The details of the resultant benefits out of shares already transferred to the IEPF, year wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the shareholder information section of the Corporate Governance Report forming part of this

Integrated Annual Report and are also available on your Company?s website at www.adanienterprises.com.

Transfer to Reserves

As permitted under the Act, your Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY24, after all appropriations and adjustments, was Rs 7,427 crore.

Share Capital

During the year under review, there was no change in the authorized and paid-up share capital of your Company. The equity authorized share capital of your Company is

Rs 490.42 crore and paid-up equity share capital of your Company is Rs 114.00 crore.

Non-Convertible Debentures (NCDs)

During the year, your Company has allotted 70,000 and 1,25,000 Secured, Unrated, Unlisted, Redeemable, Non-Convertible Debentures ("NCDs") of the face value of Rs1,00,000/-arising each, amounting to Rs 700 crore and

Rs 1,250 crore aggregating Rs 1,950 crore, on private placement basis on interchange, respectively.

Your Company has outstanding debentures of Rs 300 crore as on March 31, 2024 which are listed on the wholesale debt market segment of BSE Limited and debentures of

Rs 1,950 crore are unlisted.

Further, during the year under review, your Company has redeemed following debentures of face value of Rs 10 lakhs each:

NCDs Description	No. of NCDs	Amount of NCDs	Date of Allotment	Date of Redemption
	4,000	Rs 400 crore	May 20, 2020	May 20, 2023
Rated, Listed, Secured, Redeemable,	900	Rs 90 crore	April 25, 2022	October 25, 2023
Principal Protected Market Linked Non-	1,000	Rs 100 crore	September 27, 2022	February 28, 2024
Convertible Debentures (NCDs)	2,000	Rs 200 crore	March 21, 2022	March 21, 2024
	1,000	Rs 100 crore	June 30, 2022	March 29, 2024

Corporate Restructuring

Strategic Acquisitions / Divestment

(A) Acquisitions

During the year under review, subsidiaries of your Company have made following acquisitions:

1. Adani Digital Labs Private Limited, a wholly owned subsidiary (WOS) of your Company has acquired 100% stake in Stark Enterprises Private Limited.

2. A MG Media Networks Limited, a WOS of Company has acquired remaining 51% stake of Quintillion Business Media Limited and 76% Category I shares - with voting rights and 99.26% Category II shares - without voting Rights of IANS India Private Limited.

3. AdaniConnex Private Limited, a Joint Venture of your Company has acquired 100% stake in Innovant Buildwell Private Limited and Aviceda Infra Park Limited.

(B) Div estment

Y our Company has divested its 100% stake in Natural your Growers Private Limited and in Vizag Tech Park Limited, wholly owned subsidiaries, of your Company.

Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY24 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particularsofloans,guaranteesorinvestments

During the year under review, your Company has made loans, given guarantees, provided securities and made investments in compliance with Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

A list of subsidiaries/associates/joint ventures of your Company is provided as part of the notes to the consolidated financial statements.

During the year under review, your Company formed/ acquired following entities:

Subsidiaries: y Pelma Collieries Limited y Aelius Resources S.A y Stark Enterprises Private Limited y AtharvaAdvancedSystemsandTechnologiesLimited y Sirius Digitech International Limited y Tabemono True Aromas Private Limited y Adani Israel Ltd y MTRPL Macau Limited y Quintillion Business Media Limited y IANS India Private Limited y Ospree International Fzco y LE MARCH? Duty Free SAS

During the year under review, the following entities ceased to be subsidiary of your Company: y Natural Growers Private Limited y NW Rail Operations Pte. Ltd. y North West Rail Holdings Pty Ltd y Vijaynagara Smart Solutions Limited y Periyar Infrastructure Services Limited y Gomti Metropolis Solutions Limited y Vizag Tech Park Limited y Brahmaputra Metropolis Solutions Limited y Adani New Industries Limited (Amalgamated with Mundra Windtech Limited (MWL), subsequently name of MWL was changed to Adani New Industries Limited) y Hartsel Solar LLC y Mahaguj Power LLP y Adani Tradewing LLP y Adani Tradex LLP

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of your

Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your

Company?s registered office and that of the respective subsidiary companies concerned. In accordance with

Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company (https://www.adanienterprises.com).

Material Subsidiaries

As on March 31, 2024, your Company had 2 (Two) unlisted material subsidiaries. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Company?s website and link for the same is given in Annexure-A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Directors and Key Managerial Personnels

As of March 31, 2024, your Company?s Board had eight members comprising of four Executive Directors and four Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the

Corporate Governance Report, which forms part of this Integrated Annual Report.

IntermsoftherequirementoftheSEBIListingRegulations, your Board has identified core skills, expertise, and competencies of the Directors in the context of your Company?s business for effective functioning. The key skills, expertise and core competencies of your Board of Directors are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Appointment/Cessation/Change in Designation of Directors

Re-appointment of Directors

1. In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr Pranav V. Adani (DIN: 00008457) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

2. The tenure of Mr Rajesh S. Adani (DIN: 00006322) as Managing Director of your Company will expire on June 9, 2025. The Nomination and Remuneration Committee (NRC) and your Board of Directors at their respective meetings held on May 1, 2024 and May 2, 2024, recommended and approved the re-appointment and payment of remuneration to Mr Rajesh S. Adani as Managing Director of your Company for a further period of 5 (Five) years w.e.f. June 10, 2025 subject to the approval of shareholders at the ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of the ensuing AGM.

3. The tenure of Mr Pranav V. Adani as an Executive Director designated as a Director of your Company will expire on March 31, 2025. The NRC and your Board of Directors at their respective meetings held on May 1, 2024 and May 2, 2024 recommended and approved the re-appointment and payment of remuneration to Mr Pranav V. Adani as an Executive Director designated as a Director of your Company for a further period of 5 (Five) years w.e.f. April 1, 2025 subject to approval of members at the ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of the ensuing AGM.

Your Board recommends the re-appointment of Mr Rajesh S. Adani and Mr Pranav V. Adani as above for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM.

Cessation:

During the year under review, Mr Narendra Mairpady (DIN: 00536905) has ceased to be an Independent Director of your Company with effect from close of business hours on November 30, 2023, consequent upon completion of his two terms, aggregating to six years.

Your Board places on record the deep appreciation for valuable services and guidance provided by Mr Narendra Mairpady, during his tenure of Directorship.

Declaration from Independent Directors

Your Company has received declarations from all the

Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and

Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act: y Mr Gautam S. Adani, Executive Chairman y Mr Rajesh S. Adani, Managing Director y Mr Pranav V. Adani, Director y Dr Vinay Prakash, Director y Mr Jugeshinder Singh, Chief Financial Officer y Mr Jatin Jalundhwala, Company Secretary & Joint President (Legal)

Committees of Board

AsrequiredundertheActandtheSEBIListingRegulations, your Company has constituted various Statutory Committees. Additionally, your Board has formed other governance committees and sub-committees to review specific business operations and governance matters including any specific items that your Board may decide to delegate. As on March 31, 2024, your Board has constituted the following committees / sub-committees.

Statutory Committees: y Audit Committee y Nomination and Remuneration Committee y Stakeholders Relationship Committee y Risk Management Committee y Corporate Social Responsibility Committee

Governance Committees: y Corporate Responsibility Committee y Information Technology & Data Security Committee y Legal, Regulatory & Tax Committee y Reputation Risk Committee y Mergers and Acquisitions Committee y Commodity Price Risk Committee y Public Consumer Committee Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Number of meetings of your Board

Your Board met 6 (six) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Independent Directors? Meeting

The Independent Directors met on March 22, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and your Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and your Board that is necessary for your Board to effectively and reasonably perform their duties.

Board Evaluation

Your Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of your Board. The exercise was carried out through a structured evaluation process covering various aspects of your Boards functioning such as composition of your Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

At your Board meeting that followed the above mentioned meeting of the Independent Directors, the performance of your Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated.

Board Familiarisation and Training Programme

Your Board is regularly updated on changes in statutory provisions, as applicable to your Company. Your Board is also updated on the operations, key trends and risk universe applicable to your Company?s business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where your Board provides its inputs on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Policy on Directors? appointment and remuneration

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors? appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company at https://www.adanienterprises.com/investors/ corporate-governance The Remuneration Policy for selection of Directors and determining Directors? independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company?s

Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Board Diversity

Your Company recognizes and embraces the importance of a diverse board in its success. Your Board has adopted your Board Diversity Policy which sets out the approach to the diversity of your Board. The said Policy is available on your Company?s website and link for the same is given in Annexure-A of this report.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The NRC implements this mechanism in concurrence with your Board.

Directors? Responsibility Statement

Pursuant to Section 134(5) of the Act, your Board, to the best of their knowledge and based on the information and explanations received from the management of your

Company, confirm that: a. inthepreparationoftheAnnualFinancialStatements, the applicable accounting standards have been followed and there are no material departures; b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period; c. pr oper and sufficient care has been taken maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other of your Company, during irregularities; d. the annual financial statements have been on a going concern basis; e. they have laid down internal financial controls to be followed by your Company and that such internal financial operating effectively; f. pr oper systems have been devised to compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial control system and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Risk Management

Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. Your Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for your

Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in

Management Discussion and Analysis section, which forms part of this Integrated Annual Report.

Board policies

The details of various policies approved and adopted by your Board as required under the Act and SEBI Listing Regulations are provided in Annexure – A to this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company atthe https://www.adanienterprises.com/investors/ corporate-governance. The Annual Report on CSR activities is annexed and forms part of this report. Your Company has spent more than 2% of the average net three years profits immediately preceding financial year. prepared The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY24 have been utilized for the purpose and in the manner approved by your Board of your Company. controls are adequate and

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

Corporate Governance Report

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated

Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated. In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of

Conduct is available on the website of your Company at https://www.adanienterprises.com/investors/ corporate-governance

Business Responsibility & Sustainability

Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for the FY 24, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to BRSR, this Integrated Annual Report provides an insight on various ESG initiatives adopted by your Company.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the link https://www.adanienterprises.com/ investors/investor-downloads

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arm?s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company?s Policy on Related Party Transactions.

The Audit Committee comprise solely of the Independent Directors of your Company. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

During FY24, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

During the year, the material Related Party Transactions pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations had been duly approved by the shareholders of your Company in the Annual General Meeting held on July 18, 2023.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. The Policy on Related Party Transactions is available on your Company?s website and can be accessed using the link https://www.adanienterprises.com/investors/ corporate-governance Pursuant to the provisions of Regulation 23 of the

SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Statutory Auditors & Auditors? Report

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Shah Dhandharia & Co LLP, Chartered Accountants (Firm Registration No. 118707W/ W100724) were re-appointed as the Statutory Auditors of your Company, for the second term of five years till the conclusion of 35^th Annual General Meeting (AGM) of your Company to be held in the year 2027.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Representative of M/s. Shah Dhandharia & Co LLP, Statutory Auditors of your Company attended the previous AGM of your Company held on July 18, 2023.

The Notes to the financial statements referred in the

Auditors? Report are self-explanatory. The Auditors?

Report is enclosed with the financial statements forming part of this Annual Report.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, your Board re-appointed Mr Ashwin Shah, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY24. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report.

Explanation to Statutory and Secretarial Auditors? Comment: The Statutory Auditor?s and Secretarial Auditor?s qualifications have been appropriately dealt with in

Note No. 48(f), 48(g), 50(m) and 45(j) of the Notes to the consolidated and standalone audited financial statements, respectively.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial

Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Cost Records and Cost Auditors

During the year under review, in accordance with Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central

Government. Such cost accounts and records are subject to audit by M/s. K V M & Co., Cost Accountants, Cost Auditors of your Company for FY24.

Your Board has re-appointed M/s. K V M & Co., Cost Accountants, as Cost Auditors of your Company to conduct cost audit for the FY 2024-25. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY25 is provided in the Notice of the ensuing AGM.

The cost accounts and records as required to be maintained under section 148 (1) of the Act are duly made and maintained by your Company.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by

Company?s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 2,814 employees as of March 31, 2024, on standalone basis.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees? remuneration are provided in Annexure-C of this report. The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the

Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to your Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Your Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment. All new employees go through a detailed personal orientation on POSH policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the websiteofyourCompanyathttps://www.adanienterprises. com/investors/corporate-governance

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-D of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company?s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Company?s shares by Company?s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in your Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers your Company?s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on your Company?s website and link for the same is given in Annexure-A of this report.

The employees undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

General Disclosures

Neither the Executive Chairman nor the Managing Director of your Company received any remuneration or commission from any of the subsidiary of your Company. Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

3. Significant or material orders passed by the

Regulators or Courts or Tribunals which impact the going concern status and your Company?s operation in future.

4. V oting rights which are not directly exercised by employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors?

Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

For and on behalf of the Board of Directors

	Gautam S. Adani
Date: May 2, 2024	Chairman
Place: Ahmedabad	(DIN: 00006273)