Adani Wilmar Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 26th Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31st March, 2024 ("FY 2023-24/ FY24").

Financial Performance

The Audited Financial Statements of your Company as on 31st March, 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 highlight is depicted below:

(H in crore)

	Consolidated		Standalone
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from operations	-51,261.63	- 58,184.81	- 49,242.58	-55,262.45
Other Income	293.61	963.51	289.95	958.86
Total Income	51,555.24	59,148.32	49,532.53	56,221.31
Expenditure other than Depreciation and Finance cost	50,126.37	- 57,226.02	48,101.83	- 54,348.43
Depreciation and Amortisation Expenses	363.85	358.46	321.59	319.30
Finance Cost	749.11	774.92	674.37	728.93
Total Expenditure	51,239.33	58,359.40	49,097.79	55,396.66
Profit before share of Profit/ (Loss) from joint ventures,	315.91	- 788.92	434.74	-824.65
exceptional items and tax
Exceptional Items	53.51	-	53.51	-
Profit before share of Profit/ (Loss) from joint ventures and tax	262.40	788.92	381.23	824.65
Total tax expense	91.75	235.35	103.07	217.42
Profit after Tax and before share of profit/)(loss) from joint	170.65	553.57	278.16	607.23
venture entities
Share of profit/(loss) from joint venture entities	(22.66)	28.55	-	-
Profit for the year	147.99	582.12	278.16	607.23
Other Comprehensive (loss)/ income (net of tax)	(4.04)	(22.73)	(0.73)	3.20
Total Comprehensive Income for the year	143.95	559.39	277.43	610.43
Attributable to:		-		-
Equity holders of the parent	143.95	559.39	-	-
Non-controlling interests	-	-	-	-

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

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

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

FY 2023-24 at a glance:

During the FY 2023-24, your Company achieved significant milestones, marking yet another successful year. One of the proudest and main accomplishments was reaching a remarkable milestone of 3 Lakh MT of Edible Oil sales in October 2023, coupled with achieving the highest Consumer Pack (CP) food sales. According to Nielsen data, your Company also maintained its leadership position in the market, securing the No.1 spot in Edible Oils with an overall Refined Oil Consumer Packs (ROCP) Market Share of 19.0-% in MAT March 2024.

Towards commitment of enhancing its brand, your Company introduced the Fortune Brand Tune, aimed at strengthening brand recall and fostering deeper connections with its consumers. Additionally, your Company upheld its environmental responsibility by collecting and recycling 21,000 MT of plastic waste through its Extended Producers Responsibility initiative.

FY 2023-24 also saw the launch of several innovative products by your Company, including the Ready-to-cook Biryani Kit, Brown Rice variant, Multi-purpose cleaner under the "Ozel" brand, and packaged whole grain wheat under the Fortune brand. These additions to your Companys product portfolio aimed to cater to evolving consumer preferences and market demands.

Furthermore, your Companys marketing efforts were robust, with strategic associations such as sponsoring the Womens Cricket Team during the Women Cricket Premier League and collaborating with renowned culinary shows like Masterchef. Noteworthy TV commercial launches included campaigns for Kohinoor, Fortune Xpert Total Balance Oil, Kings Kachi Ghani Mustard Oil, and Fortunes Master Brand TVC Campaign, featuring Akshay Kumar.

Looking ahead, your Company outlined key strategic initiatives, including expanding its GT Distribution coverage, further developing fast-growing channels such as HoReCa and Exports markets, and increasing the mix of premium brands like Fortune and Kohinoor. Your Company also aims to improve inventory management and capacity utilization to drive efficiency and growth.

In recognition of its achievements, your Company received several awards, including recognition as a Great Place To Work for the 7th consecutive year, CII Food Safety Awards, and Outstanding Security Performance Award. These accolades underscore your Companys commitment to excellence and innovation across various domains.

Overall, your Companys accomplishments in 2023 reflect its unwavering dedication to delivering quality products, fostering sustainable practices, and driving growth in the FMCG sector.

Credit Rating

Your Companys financial discipline and prudence is reflected in the strong credit rating ascribed by the rating agency. The details of the credit rating are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Dividend

Your Company is rapidly expanding in the direction from being an edible oil company to an integrated leading food FMCG company. Towards attainment of this goal, your Company is incurring capital expenditure on an ongoing basis for upgradation of its existing facilities and acquisition of new brands/plants. The internal accruals are ploughed back to partly fund the ongoing expansion and investment projects. Under the circumstances, the Directors do not recommend any dividend for the financial year under review and do not propose to carry any amount to reserves.

Dividend Distribution Policy

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on the Companys website on – https://www.adaniwilmar.com/-/media/Project/ Wilmar/Investors/Corporate%20Governance/Dividend%20 Distribution%20Policy

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 H 362.76 crore and paid-up equity share capital of your Company is H 129.96 crore.

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.

Particulars of loans, guarantees or investments

During the year under review, your Company has not granted any inter-corporate loans. The inter-corporate loans granted to its joint venture companies are in compliance with the provisions of Section 186 of the Act, the details of which have been provided in the notes to the financial statements.

No investment was made and no guarantee was provided by your Company during the year under review.

Subsidiaries, Joint Ventures and Associate Companies

As on March 31, 2024, your Company had following subsidiaries, associates and joint ventures:

A. Subsidiaries:

1) Golden Valley Agrotech Private Limited, India

2) AWL Edible Oils and Foods Private Limited, India

3) Adani Wilmar Pte. Ltd., Singapore

4) Leverian Holdings Pte. Ltd., Singapore

5) Bangladesh Edible Oil Limited, Bangladesh

6) Shun Shing Edible Oil Limited, Bangladesh

B. Joint Ventures:

1) Vishakha Polyfab Private Limited, India

2) AWN Agro Private Limited, India

3) K.T.V. Health Food Private Limited, India ("KTVHF")

4) KTV Edible Oils Private Limited, India (100% subsidiary of KTVHF.)

C. Associates

1) PT Flextech Packaging, Indonesia (joint venture of Vishakha Polyfab Private Limited, India).

During the year under review, your Company transferred its entire 26% equity shareholding in Gujarat Agro Infrastructure Mega Food Park Private Limited to Mr. Ashish Doshi and Mr. Pranav Doshi, one of the promoters of Gujarat Agro

Infrastructure Mega Food Park Private Limited. Accordingly, Gujarat Agro Infrastructure Mega Food Park Private Limited ceased to be an associate of your Company effective from August 9, 2023.

There has been no change in the nature of business of these subsidiaries and joint ventures. Your Company does not have any material subsidiaries pursuant to the provisions of Regulation 16(1) (c) of the SEBI Listing Regulations.

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 and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this 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 the working hours at your Companys registered office and that of the respective subsidiary companies concerned. In accordance with the provisions of 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.adaniwilmar.com/Investors/other-downloads).

Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Companys website and the link for the same is given in Annexure A of this report.

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

Directors and Key Managerial Personnels

As of 31st March, 2024, your Companys Board had nine members comprising of two Executive Directors, three Non-Executive and Non-Independent 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 Annual Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/Cessation/Change in Designation of Directors

During the year under review, following changes took place in the Directorships:

Appointment:

Mr. Ravindra Kumar Singh (DIN: 08253320) was appointed as an Additional Director and designated as a Whole Time Director of your Company w.e.f. November 1, 2023. His appointment was approved by the shareholders on January 27, 2024 by way of Postal Ballot.

Re-appointment of Director(s)retiring by rotation

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) and Mr. Angshu Mallick (DIN:02481358) are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers themselves for re-appointment.

The Board recommends the re-appointment of Mr. Pranav V. Adani (DIN: 00008457), and Mr. Angshu Mallick (DIN: 02481358) as Directors, for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of the ensuing AGM.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors 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:

Mr. Angshu Mallick, Chief Executive Officer and Managing Director

Mr. Ravindra Kumar Singh, Whole Time Director^

Mr. Shrikant Kanhere, Chief Financial Officer

Mr. Darshil Lakhia, Company Secretary

^ Appointed w.e.f. November 1, 2023.

Committees of the Board

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. Additionally, the Board has formed other governance committee(s) to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2024, the Board has constituted the following committees / sub-committees.

Statutory Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Risk Management Committee

Corporate Social Responsibility Committee

Governance Committee:

Environmental, Social and Governance (ESG) 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 Annual Report.

Number of meetings of the Board

The Board met 4 (four) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Independent Directors Meeting

The Independent Directors met on March 11, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of the Non-Independent Directors, the Committees, the Managing Director and CEO and the 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 the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. Mr. Chirag Shah, Partner of M/s. Chirag Shah & Associates, Practicing Company Secretaries, Ahmedabad was engaged to facilitate the evaluation and effectiveness process of the Board, its Committees and Individual Directors for the financial year 2023-24.

A detailed Board effectiveness assessment questionnaire was developed based on the criteria and framework adopted by the Board. The results of the evaluation confirmed a high level of commitment and engagement of the Board, its various Committeesandtheseniorleadership.Therecommendations arising from the evaluation process were discussed at the Independent Directors meeting held on March 11, 2024, the Nomination and Remuneration Committee meeting held on April 30, 2024 and the Board meeting held on May 1, 2024. The same were considered by the Board with a view to optimize the effectiveness and functioning of the Board and its Committees.

Board Familiarisation and Training Programme

The Board is regularly updated on the changes in the statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Companys business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. The Directors were given a chance to participate in the Directors Engagement Series organized by the Adani group, where the Independent Directors were apprised about critical topics such as global trends in the domain of ESG, Capital Markets, Risk Management, Credit Profile and Financial Controls. The details of such programmes are provided in the Corporate Governance Report, which forms part of this 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.adaniwilmar.com/-/media/Project/Wilmar/Investors/ Corporate%20Governance/Policy%20on%20Directors%20 Appt%20and%20Remuneration

The Remuneration Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with the 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. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Companys website and link for the same is given in Annexure-A of this report.

Succession Plan

Your Company is conscious of succession planning and therefore gives focus on orderly succession of Directors, Key Managerial Personnel and Senior Management. Your Company follows a continuous process of evaluation and coaching to facilitate succession within the hierarchy.

Directors Responsibility Statement

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

a. in the preparation of the Annual Financial Statements, 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 the Company at the end of the financial year and of the profit of the Company for that period;

c. proper and sufficient care has been taken for the 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 fraud and other irregularities;

d. the annual financial statements have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followedbytheCompanyandthatsuchinternalfinancial controls are adequate and operating effectively;

f. proper systems have been devised to ensure 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 Annual Report.

Risk Management

Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The 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 areas 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 Annual Report.

Board policies

The details of various policies approved and adopted by the 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 Annual Report. The CSR policy is available on the website of your Company at https://www.adaniwilmar.com/-/ media/Project/Wilmar/Investors/Corporate%20Governance/ CSR%20Policy. The Annual Report on CSR activities is annexed and forms part of this report as Annexure- B.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY2023-24 have been utilized for the purpose and in the manner approved by the Board of your Company.

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 separate a section forming part of this Annual Report.

Corporate Governance Report

Your Company is committed to maintain the highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by the SEBI Listing Regulations, forms part of this 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 the 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.adaniwilmar.com/-/ media/Project/Wilmar/Investors/Corporate%20Governance/ Code%20of%20conduct%20of%20BOD%20SMP

Business Responsibility & Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for the FY 2023-24, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Annual Report. In addition to BRSR, the Annual Report of your Company provides an insight on various ESG initiatives adopted by the Company. The ESG disclosures in the BRSR have been independently assured by Intertek India Private Limited.

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Act, the draft annual return as on 31st March, 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 https://www.adaniwilmar.com/Investors/other-downloads

Transactions with Related Parties

All the 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 the transactions with related parties entered into during the year under review were at an arms 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 Companys Policy on Related Party Transactions.

During the FY 2023-24, 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.

The Directors/ members of the Audit Committee abstained from discussing and voting on the transaction(s) in which they were interested. During the year, the materially significant Related Party Transactions pursuant to the provisions of the SEBI Listing Regulations had been duly approved by the shareholders of your Company in the 25th AGM held on July 20, 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. No loans/investments to/in the related party have been written off or classified as doubtful during the year under review.

The Policy on Related Party Transactions is available on your Companys website and can be accessed using the link https://www.adaniwilmar.com/-/media/Project/Wilmar/ Investors/Corporate%20Governance/RPT%20Policy

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 the provisions of Section 139 of the Act read with rules made thereunder, as amended, M/s. S R B C & Co. LLP, Chartered Accountants (Firm Registration No. 324982E/ E300003) and M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No. 11204W/W100725) were appointed as the Joint Statutory Auditors of your Company, for a term of five years till the conclusion of 29th AGM of your Company to be held in the year 2027. However, M/s Dharmesh Parikh & Co., LLP, Chartered Accountants (Firm Registration No. 11204W/W100725) have tendered their resignation as joint Statutory Auditors due to increased professional pre-occupation in other assignments. M/s. S R B C & Co. LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) shall continue to act as the statutory auditor of your Company till the conclusion of 29th AGM to be held in the year 2027, viz. till the expiry of their first term as Statutory Auditors.

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.

Representatives of the Statutory Auditors of your Company attended the 25th AGM of your Company held on July 20, 2023.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications, reservations, or adverse remarks or disclaimers given by the Statutory Auditors of your Company and therefore do not call for any comments under Section 134 of the Act. The Auditors Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had re-appointed M/s. SPANJ & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of your Company for the FY 2023-24. The Secretarial Audit Report for the year under review is provided as Annexure-C of this report. There are no

qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.

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 the provisions of 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. Dalwadi & Associates, Cost Auditors of the Company for the FY 2023-24.

The Board has re-appointed M/s. Dalwadi & Associates, Cost Accountants (Firm Registration Number: 000338) as the Cost Auditors of your Company for conducting cost audit for the FY 2024-25. A resolution seeking the approval of the shareholders for ratifying the remuneration payable to the Cost Auditors for the FY 2024-25 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 the Companys officers or employees to the Audit Committee, as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 2,678 employees (on a standalone basis) as of March 31, 2024.

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-D 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 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 the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirements 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 an Internal Complaints Committee (IC) at Head Office, presided by a senior female employee and is inclusive of an external member with a relevant experience. Internal Committee (IC) play a pivotal role in enforcing Prevention of Sexual Harassment (POSH) policy and fostering a safe and inclusive workplace environment. The IC, conducts the investigations and make decisions towards the complaints related to sexual harassment received at any specific location of your Company. Your Company has zero tolerance on sexual harassment at the workplace. The IC also works extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

All the employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness. All the new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

During the year under review, your Company has not received any complaints pertaining to sexual harassment.

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 website of your Company at https://www.adaniwilmar.com/-/media/ Project/Wilmar/Investors/Corporate%20Governance/ Vigil%20Mechanism%20Policy.

During the year under review, your Company has not received any complaints under the vigil mechanism.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as 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-E of this report.

Cyber Security

In view of the 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 Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from the end user machines to network, application and the data.

During the year under review, your Company did not face any cyber security issues.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in the Companys shares by the Companys 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 the designated persons while trading/ dealing in the Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers the Companys 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 UPSI which has been made available on your Companys website and link for the same is given in Annexure-A of this report.

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

General Disclosures

Neither the Chairman nor the CEO 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 the employees of your Company under any scheme.

3. Signi cant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operations in future.

4. Voting rights which are not directly exercised by the 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 bene cially 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 the Directors Report of your Company.

Disclosure about utilization of initial public offer (IPO) proceeds

Your Company discloses to the Audit Committee the uses/ application of proceeds/funds raised from the initial public offer (IPO) as a part of the quarterly review of financial results. Your Company has appointed HDFC Bank Limited as the Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations 2018 ("ICDR Regulations"), as amended from time to time, to monitor the utilization of IPO proceeds. Your Company has obtained monitoring reports from the Monitoring Agency on a quarterly basis confirming no deviation or variation in the utilization of IPO proceeds from the objects stated in the Prospectus dated February 1, 2022. Your Company has submitted the statement(s) and Monitoring Agency Report as required under Regulation 32 of the SEBI Listing Regulations to both the exchanges where the equity shares of your Company are listed, namely the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

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

	Dorab E. Mistry
Date: May 1, 2024	Chairman
Place: Ahmedabad	(DIN: 07245114)