AWL Agri Business Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the Standalone Financial Statements of AWL Agri Business Limited (formerly known as Adani Wilmar Limited) (“the Company”), which comprise the Balance sheet as at March 31, 2025, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and Notes to the Standalone financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as the ''Standalone Financial Statements'').

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025, its profit including other comprehensive loss, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone 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 ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone 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 for the financial year ended March 31, 2025. 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. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Key audit matters	How our audit addressed the key audit matter
Revenue recognition from sale of goods (as described in Note 2.3(i) and Note 41 of the Standalone Financial Statements)
• The Company recognizes revenue when control of the goods is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. In determining the sales price, the Company considers the effects of rebates and discounts (variable consideration). • The terms of arrangements in case of domestic and exports sales, including the timing of transfer of control, the nature of discount and rebates arrangements, delivery specifications and other contractual and commercial terms, are relevant factors in determining the timing and value of revenue to be recognized. The Company considers revenue as a key performance measure which could create an incentive for overstatement revenue.	Our audit procedures included the following: • Assessed the appropriateness of the Company''s revenue recognition accounting policies, including those relating to rebates and trade discounts by comparing with the applicable accounting standard - Ind AS 115 “Revenue from Contracts with Customers”. • Evaluated the design, implementation and tested the operating effectiveness of the relevant key controls with respect to revenue recognition including general information and technology control environment, key IT application controls over recognition of revenue.

Key audit matters	How our audit addressed the key audit matter
• Owing to the volume of sales transactions spread across various locations and geographies along with varied terms of contracts with customers, there is a risk of revenue being recognized before control is transferred. • Based on above, revenue recognition has been considered as a key audit matter for the current year''s audit.	• Performed substantive testing on selected samples of revenue transactions recorded during the year by testing the underlying documents including contracts, invoices, goods dispatch notes, shipping documents and customer receipts, wherever applicable. • Tested a select sample of revenue transactions recorded before the financial year end date to determine whether the revenue has been recognised in the appropriate financial year and in accordance with the applicable contractual terms with the relevant customer. • Tested manual journal entries posted to revenue to identify any unusual items. • Performed analytical review procedures on revenue recognised during the year to identify any unusual variances. • Understood and evaluated the Company''s process for recording of the accruals for discounts and rebates and ongoing incentive schemes and on a test basis, verified the year-end provisions made in respect of such schemes. • On a sample basis, performed balance confirmation and alternative procedures, where required, for customers'' balance outstanding as on March 31, 2025. • Assessed the disclosures made in the standalone financial statements in respect of revenue recognition in accordance with the applicable requirements.
Designation, Valuation and Accounting for Derivative transactions (as described in Note 2.3 (e) and Note 43 (C) of the standalone financial statements)
• The Company uses hedge instruments such as forward currency contracts, options and various commodity futures and option contracts, as a part of trading activities, to hedge its risk associated with foreign currency and commodity price. Most of the instruments are in nature of financial derivative contracts. • The assessment of designation of various commodity contracts on initial recognisition as derivative financial instrument is significant judgement process. • As at March 31, 2025, the Company''s total derivative financial instruments that were carried at fair value comprised of financial assets and financial liabilities of INR 129.14 crores (March 31, 2024: INR 19403 crores) and INR 115.88 crores (March 31, 2024: INR 0.07 crores) respectively. • The recognition and measurement of derivative contracts at fair value involves estimation and judgement dependent on external inputs including understanding and application of contract terms, forecasting future prices, and applying discount rates etc. • The Company has significant hedge transactions which involves assessment of designation as derivatives and accounting based on change in fair valuation of derivative contracts. Therefore, the value of outstanding position of derivative contracts as at balance sheet date and the resultant recognition of gain / loss is an area of significant risk estimate and judgement, having material impact on the Company''s financial performance.	• Our audit procedures included the following: • Obtained an understanding of the risk management policies of the Company, recognition and classification of exchange differences and overall commodity trading process. • Obtained an understanding and tested the design and operating effectiveness of key internal controls for the recognition, measurement, estimation and valuation of derivative financial instruments as a part of trading activities. • For other types of derivatives, independently obtained statements from banks and commodity exchanges / OTCs (for commodity derivative contracts) and compared the fair values of the derivatives recorded in the standalone financial statements. • Involved our subject matter experts to assess on sample basis, the valuation of derivative contracts entered into by the Company during the year.

Key audit matters	How our audit addressed the key audit matter
• Based on above, designation, valuation and accounting of derivative transactions has been considered as key audit matter.	• Assessed the disclosures made in standalone financial statements with respect to derivative transactions and financial risk management in accordance with relevant requirements.
Impairment of investment in subsidiary - (as described in Note 2.3 (q) and Note 47 (b) of the standalone financial statements)
• As at March 31, 2025, the carrying value of the Company''s investment in equity shares of the wholly owned subsidiary amounted to INR 179.16 Crore, which comprises 0.95% of the total assets of the Company. • The Company accounts for above investments in subsidiary at cost (subject to impairment assessment). • Management regularly reviews whether there are any indicators of impairment of the investment by reference to Ind AS 36 ''Impairment of Assets''. • For determining the value in use of the underlying business, discounted cash flow projections are used which has sensitivity around the key assumptions, such as revenue growth, EBITDA margin growth, govt. tariff rates of packed goods and discount rates that require considerable judgement. • This is a Key Audit Matter as the determination of recoverable value for impairment assessment involves significant management judgement.	Our audit procedures in relation to evaluation of impairment testing of investment in the wholly owned subsidiary included the following: • Obtained an understanding from the management, assessed and tested the design and operating effectiveness of the Company''s key controls over the impairment assessment of such investment. • Compared the carrying values of the investment in subsidiary with the net asset values and earnings for the period. • Evaluated the Company''s process regarding impairment assessment by involving our valuation experts, where necessary, to assist in assessing the appropriateness of the valuation model including the independent assessment of the underlying assumptions relating to discount rate, terminal value etc. • Evaluated the cash flow forecast (with underlying economic growth rate) by comparing them to the approved budget and our understanding of the internal and external factors. • Checked the mathematical accuracy of the impairment model and agreed relevant data back to the latest budget, actual past results and other supporting documents. • Assessed the sensitivity analysis made by the management and evaluated whether any reasonably foreseeable change in assumptions could lead to material impact on carrying value of investment. • Assessed the disclosures made in the standalone financial statements.

We have determined that there are no other key audit matters to communicate in our report.

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

The Company''s Board of Directors is responsible for the Information Other than the Standalone Financial Statements and Auditor''s Report thereon. The Information Other than the Standalone Financial Statements and Auditor''s Report thereon comprises the information included in the Annual report but does not include the Standalone Financial Statements and our auditor''s report thereon.

Our opinion on the Standalone Financial Statements does not cover the Information Other than the Standalone Financial

Statements and Auditor''s Report thereon 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 Information Other than the Standalone Financial Statements and Auditor''s Report thereon and, in doing so, consider whether such Information Other than the Standalone Financial Statements and Auditor''s Report thereon is materially inconsistent with the Standalone financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this Information Other than the Standalone Financial Statements and Auditor''s Report thereon, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive loss, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone 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, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone 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:

• Identify and assess the risks of material misstatement 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, 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 for the financial year ended March 31, 2025 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025, from being appointed as a director in terms of Section 164 (2) of the Act;

(f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reporting under Section 143(3)(b) and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

(g) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(h) In our opinion, the managerial remuneration for the year ended March 31, 2025 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act.

(i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements - Refer Note 34 (A) to the Standalone Financial Statements;

ii. 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 - Refer Note 34 (B) to the Standalone Financial Statements;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

iv. a) The management has represented that,

to the best of its knowledge and belief, as disclosed in the Note 50 (a) (v) to the Standalone Financial Statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 50 (a) (vi) to the Standalone Financial Statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed

that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature is not enabled for certain changes made at application level/ database level for the accounting software, if any using privileged/ administrative access rights, as described in Note 50 (c) 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 accounting software(s) where the audit trail has been enabled. Additionally, the audit trail of prior year(s) has been preserved by the Company as per the statutory requirements for record retention.

Further, as referred in Note 50 (c) to the Standalone Financial Statements, the Company has used an accounting software, in respect of Freight Operations which is operated by a third-party software service provider, for maintaining its books of account. In the absence of necessary evidence in Service Organisation Controls report in respect of Freight Operations processing software, we are unable to comment on whether audit trail feature was enabled and operated throughout the year for all relevant transactions recorded in the Freight Operations processing software or whether there were any instances of the audit trail feature being tampered with, in respect of an such accounting software.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Tridevlal Khandelwal

Partner

Membership Number: 501160

UDIN: 25501160BMOMYJ2419

Place of Signature: Ahmedabad

Date: April 28, 2025

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Mar 31, 2024

Adani Wilmar Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Adani Wilmar Limited ("the Company”), which comprise the Balance sheet as at March 31, 2024, the Statement of Profit and Loss, including the statement of Other Comprehensive Loss, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as the "Standalone financial statements”).

In our opinion and to the best of our information and

according to the explanations given to us the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair

view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial

statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our report.

We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone 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 for the financial year ended March 31, 2024. 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. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters

How our audit addressed the key audit matter

Revenue recognition from sale of goods (as described in Note 2.3 (i) and 41 of the standalone financial statements) • The Company recognizes revenues when control of the goods Our audit procedures included the following: is transferred to the customer at an amount that reflects the • Assessed the appropriateness of the Company''s revenue consteeratten to whichi the Company expects to be endued recognition accounting policies, including those relating in exchange for izhose goods. In determrnteg the sates price, to rebates and trade discounts by comparing with the the Company consteers the effects of rebates and dtecounts applicable accounting standard - Ind AS 115 ("Revenue (variable c°nsideration). The terms of arrangements in from Contracts with Customers”); case of domestic and exports sales, including the timing of transfer of control, the nature of discount and rebates • Evaluated the design, implementation and tested the arrangements, delivery specifications and other contractual operating effectiveness of the relevant key controls and commercial terms, are relevant factors in determining with respect to revenue recognition including general the timing and value of revenue to be recognized. The information and technology control environment, key IT Company considers revenue as a key performance measure application controls over recognition of revenue. which could create an incentive for overstatement revenue.

Key audit matters		How our audit addressed the key audit matter
•	Owing to the volume of sales transactions spread across various locations and geographies along with varied terms of contracts with customers, there is a risk of revenue being recognized before control is transferred. Based on above, revenue recognition has been considered as a key audit matter for the current year''s audit.	• •	Performed substantive testing including analytical procedures on selected samples of revenue transactions recorded during the year by testing the underlying documents including contracts, invoices, goods dispatch notes, shipping documents and customer receipts, wherever applicable. Understood and evaluated the Company’s process for recording of the accruals for discounts and rebates and ongoing incentive schemes and on a test basis, verified the year-end provisions made in respect of such schemes.
		•	Performed analytical review procedures on revenue recognised during the year to identify any unusual variances.
		•	On a sample basis, performed balance confirmation and alternative procedures, where required, for the customers balance outstanding as on March 31, 2024.
		•	Tested a select sample of revenue transactions recorded before the financial year end date to determine whether the revenue has been recognised in the appropriate financial year and in accordance with the applicable contractual terms with the relevant customer.
		•	Tested manual journal entries posted to revenue to identify any unusual items.
		•	Assessed the appropriateness of disclosures in the standalone financial statements in respect of revenue recognition in accordance with the applicable requirements.
Designation, Valuation and Accounting for Derivative transactions - (as described in Note 2.3 (e), 43(C) and 52 of the standalone financial statements)
• • •	The Company uses hedge instruments such as forward currency contracts, options and various commodity futures and firm commitment contracts, as a part of trading activities, to hedge its risk associated with foreign currency and commodity price. Most of the instruments are in the nature of financial derivative contracts. The assessment for designation of various commodity hedge contracts on initial recognition as derivative financial instrument is significant judgement process. As at March 31, 2024, the Company’s total derivative financial instruments that were carried at fair value comprised financial assets and financial liabilities of INR 194.03 Crore (March 31, 2023: INR 499.97 Crore) and INR 0.07 Crore (March 31, 2023: INR 26.24 Crore) respectively.	Our audit procedures included the following: • Obtained an understanding of the risk management policies of the Company, recognition and classification of exchange differences and overall commodity trading process. • Obtained an understanding and tested the design and operating effectiveness of key internal controls for the designation, recognition, measurement, estimation and valuation of derivative financial instruments and firm commitments as a part of trading activities. • For other types of derivatives, independently obtained statements from banks and commodity exchanges / OTCs (for commodity derivative contracts) and compared the fair values of the derivatives recorded in the standalone financial statements.

Key audit matters		How our audit addressed the key audit matter
•	The recognition and measurement of derivative contracts	•	On a sample basis, involved our subject matter experts to
	at fair value involves estimation and judgement dependent		assess the valuation of derivative contracts entered into
	on external inputs including understanding and application		by the Company during the year.
	of contract terms, forecasting future prices; and applying discount rates etc.	•	Assessed adequacy of the disclosures made in standalone financial statements with respect to assessment,
•	The Company has significant hedge transactions which		accounting of derivative transactions and financial risk
	involves assessment for designation as derivatives and accounting based on fair valuation of derivative contracts. Therefore, the value of outstanding position of derivative contracts as at balance sheet date and the resultant recognition of gain / loss due to change in fair valuation is an area of significant risk estimate and judgement, having material impact on the Company''s financial performance and thus an area of significant attention as key audit matter.		management in accordance with relevant requirements.
Impairment of investment in subsidiary - (as described in Note 2.3 (o) and 2.3 (q), 47(b) of the standalone financial
statements)
•	As at March 31, 2024, the carrying value of the Company''s	Our audit procedures in relation to evaluation of impairment
	investments in equity shares of the wholly owned	testing of investments in wholly owned subsidiary included
	subsidiary amounted to INR 179.16 Crore, which comprises	the following:
	0.95% of the total assets of the Company.	•	We obtained an understanding from the management,
•	The Company accounts for above investments in		assessed and tested the design and operating
	subsidiaries at cost (subject to impairment assessment).		effectiveness of the Company''s key controls over the
	Management regularly reviews whether there are any		impairment assessment of such investments.
	indicators of impairment of the investments by reference	•	We evaluated the Company''s process regarding
	to Ind AS 36 ''Impairment of Assets''.		impairment assessment by involving our valuation
•	For determining the value in use of the underlying		experts, where necessary, to assist in assessing the
	businesses, discounted cash flow projections are used		appropriateness of the valuation model including the
	which has sensitivity around the key assumptions, such as		independent assessment of the underlying assumptions
	revenue growth, tariff rate, coal cost and discount rates		relating to discount rate, terminal value etc.
	that require considerable judgement.	•	We evaluated the cash flow forecasts (with underlying
•	This is a Key Audit Matter as the determination of		economic growth rate) by comparing them to the
	recoverable value for impairment assessment involves		approved budgets and our understanding of the internal
	significant management judgement.		and external factors.
		•	We checked the mathematical accuracy of the impairment model and agreed relevant data back to the latest budgets, actual past results and other supporting documents.
		•	We assessed the sensitivity analysis made by the management and evaluated whether any reasonably foreseeable change in assumptions could lead to material impact on carrying value of investments.
		•	We compared the carrying values of the investments in subsidiaries with their respective net assets values and earnings for the period.
		•	We evaluated the disclosures made in the standalone
			financial statements.

Other Information

The Company''s Board of Directors is responsible for the Other Information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditor''s report 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 such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive loss, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone 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:

• Identify and assess the risks of material misstatement 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 control relevant to

the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)

(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies

used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, 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 for the financial year ended March 31, 2024 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in

extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of

the Act, we give in the “Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required

by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph (2)(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial

statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules,

2015, as amended;

(e) On the basis of the written representations

received from the directors as on March 31, 2024 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;

(f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reporting under Section 143(3)(b) and paragraph (2)(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

(g) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating

effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;

(h) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid

/ provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(i) With respect to the other matters to be included

in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 33(A) to the standalone financial statements;

ii. 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 - Refer Note 33(B) to the standalone financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

iv. a) The management has represented that,

to the best of its knowledge and belief, as disclosed in the note 50 (a) (v) to

the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 50 (a) (vi) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party

("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature is not enabled for certain changes made, if any, using privileged/ administrative access rights, as described in note 50 (c) 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 other accounting software where audit trail was enabled.

For S R B C & CO LLP For Dharmesh Parikh & Co LLP

Chartered Accountants Chartered Accountants

Firm Registration Number: 324982E/E300003 Firm Registration Number: 112054W/W100725

per Santosh Agarwal per Chirag Shah

Partner Partner

Membership Number: 093669 Membership Number: 122510

UDIN: 24093669BKFCGO7916 UDIN: 24122510BKASLK7022

Place of Signature: Ahmedabad Place of Signature: Ahmedabad

Date: May 01, 2024 Date: May 01, 2024

---

Mar 31, 2023

Adani Wilmar Limited

Report on the Audit of the Standalone Financial StatementsOpinion

We have audited the accompanying standalone financial statements of Adani Wilmar Limited ("the Company”), which comprise the Balance sheet as at March 31 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as the ''Standalone Financial Statements'').

In our opinion and to the best of our information

and according to the explanations given to us the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial

statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities

for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics''

issued by the Institute of Chartered Accountants of

India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone 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 for the financial year ended March 31, 2023. 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. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters	How our audit addressed the key audit matter
(a) Revenue recognition from sale of goods (as described in Note 2.3 (i) and 42 of the standalone financial
statements)
• The Company recognizes revenues when control	Our audit procedures included the following:
of the goods is transferred to the customer at an	• Assessed the appropriateness of the Company''s
amount that reflects the consideration to which the	revenue recognition accounting policies, including
Company expects to be entitled in exchange for those	those relating to rebates and trade discounts
goods. In determining the sales price, the Company	by comparing with the applicable accounting
considers the effects of rebates and discounts	standard - Ind AS 115 ("Revenue from Contracts
(variable consideration). The terms of arrangements	with Customers”);
in case of domestic and exports sales, including the
	• Evaluated the design, implementation and tested
timing of transfer of control, the nature of discount
	the operating effectiveness of the relevant key
and rebates arrangements, delivery specifications
	controls with respect to revenue recognition
and other contractual and commercial terms, are
	including general information and technology
relevant factors in determining the timing and value
	control environment, key IT application controls
of revenue to be recognized. The Company considers
revenue as a key performance measure which could	over recognition of revenue.
create an incentive for overstatement revenue.	• Performed substantive testing including analytical
• Owing to the volume of sales transactions spread	procedures on selected samples of revenue
across various locations and geographies along with	transactions recorded during the year by testing
varied terms of contracts with customers, there is	the underlying documents including contracts,
a risk of revenue being recognized before control is	invoices, goods dispatch notes, shipping
transferred.	documents and customer receipts, wherever applicable.
Based on above, revenue recognition has been
	• Understood and evaluated the Companys process
considered as a key audit matter for the current years
audit.	for recording of the accruals for discounts and rebates and ongoing incentive schemes and on a test basis, verified the year-end provisions made in respect of such schemes. • Performed analytical review procedures on revenue recognised during the year to identify any unusual variances. • On a sample basis, performed balance confirmation and alternative procedures, where required, for the balance outstanding as on March 31, 2023. • Tested a select sample of revenue transactions recorded before the financial year end date to determine whether the revenue has been recognised in the appropriate financial period and in accordance with the applicable contractual terms with the relevant customer. • Tested manual journal entries posted to revenue to identify any unusual items. • Assessed the appropriateness of disclosures in the standalone financial statements in respect of revenue recognition in accordance with the applicable requirements.

Key audit matters	How our audit addressed the key audit matter
Accounting for Derivative transactions - (as described in statements)	Note 2.3 (e) and 44(C) of the standalone financial
• The Company uses derivative financial instruments	Our audit procedures included the following:
such as forward currency contracts, options and	• Obtained an understanding of the risk
various commodity futures and firm commitment	management policies of the Company with
contracts to hedge its risk associated with the	respect of entering into derivative transactions,
fluctuation in foreign currency and commodity price.	recognition and classification of fair value change
• As at March 31, 2023, the Company''s total derivative	and overall commodities related sale / purchase
financial instruments that were carried at fair value	process.
comprised financial assets and financial liabilities of	• Obtained an understanding and tested the design
INR 499.97 crores (March 31, 2022: INR 193.18 crores)	and operating effectiveness of key internal
and INR 26.24 crores (March 31, 2022: INR 160.17	controls for the recognition, measurement,
crores) respectively.	estimation and valuation of derivative financial
• The recognition and measurement of derivative	instruments and firm commitments contracts.
contracts at fair value involves estimation and	• Performed transaction level testing procedures
judgement dependent on external inputs including	on selected currency and commodity derivative
understanding and application of contract terms,	contracts including firm commitment contracts
forecasting future prices; and applying discount rates	entered and terminated / cancelled during the
etc..	year. Tested attribute such as nature of derivative,
• The Company has significant derivative transactions	underlying assets / liabilities hedged based on
which involves accounting based on change in fair	exposure to risk associated with foreign currency
valuation of derivative contracts. Therefore, the value	/ commodity price fluctuation.
of outstanding position of derivative contracts as at	• For Currency and Commodity derivatives
balance sheet date and the resultant recognition of	contracts, independently obtained statements
gain / loss is an area of significant risk estimate and	from banks and commodity exchanges / OTCs (for
judgement, having material impact on the Company''s	commodity derivative contracts) and compared
financial performance and thus an area of significant	the fair values of the derivatives recorded in the
attention as key audit matter.	financial statements. • On a sample basis, involved our subject matter experts to assess the valuation of derivative contracts entered into by the Company during the year. • Assessed adequacy of the disclosures made in standalone financial statements with respect to accounting of derivative transactions and financial risk management policies / procedures in accordance with relevant requirements of Ind AS 109.

Other Information

The Company''s Board of Directors is responsible for the Other Information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditor''s report 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 such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the

work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company''s Board of Directors is responsible

for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards

(Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also

includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for

overseeing the Company''s financial reporting process.

Auditor''s Responsibilities 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:

• Identify and assess the risks of material misstatement 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the 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 for the financial year ended March 31, 2023 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

The standalone financial statements of the Company for the year ended March 31, 2022, included in these standalone financial statements, have been audited by the predecessor auditor who expressed

an unmodified opinion on those statements on May 2, 2022.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under

Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the

operating effectiveness of such controls, refer to our separate Report in "Annexure 2” to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2023 has been

paid / provided by the Company to its directors in accordance with the provisions of section

197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its standalone financial position in its standalone financial statements - Refer Note 34 (A) to the standalone financial statements;

ii. 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 - Refer Note 34 (B) to the standalone financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection

Fund by the Company

iv. a) The management has represented

that, to the best of its knowledge and belief, as disclosed in the note 51 (a) (iv) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any

other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including

foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in a ny manner whatsoever by o r on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 51 (a) (v) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable

for the company only w.e.f. April 1, 2023, reporting under this clause is not

applicable.

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Mar 31, 2022

Adani Wilmar Limited

Report on the audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of Adani Wilmar Limited ("the Company”), which comprise the Balance Sheet as at 31^st March, 2022, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies 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, 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 31^st March, 2022, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date,

Basis for Opinion

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 ethical 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 ICAI''s Code of Ethics, We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone 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 financial statements for the financial year ended 31^st March, 2022, 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, We have determined the matters described below to be the key audit matters to be communicated in our report,

Sr. No.	Key Audit Matter	Auditor''s Response
1.	Revenue recognition
	Revenue is recognized when control of the goods is transferred to the customer, which is mainly upon delivery and there is no unfulfilled obligation on the transaction price, which is the consideration, adjusted for volume discounts, rebates, scheme allowances, price concessions and incentives (collectively ''discounts and rebates'') i.e. variable consideration given to the customers. The point of time at which control passes is determined based on the terms and conditions by each customer arrangement. The risk is, therefore, that revenue may not get recognized in the correct period. The terms of sales arrangements, including the timing of transfer of control, the nature of discounts and rebate arrangements/schemes and historical experience create complexities that requires key judgments in determining revenues. Considering the above factors; We identified the revenue recognition as a key audit matter.	We have performed the following principal audit procedures in relation to revenue recognized which include a combination of testing internal controls and substantive testing as under: s Understanding the revenue recognition process, evaluating the design and implementation of Company''s controls in respect of revenue recognition and testing the effectiveness of such controls over revenue cut-off at year end including analytical procedures to ascertain the reasonableness of the revenue recognized. s On a sample basis, tested supporting documentation for sales transactions recorded during the year which included customer contracts, sales orders, sales invoices, shipping documents, discounts and rebates conditions and other related documents. s Evaluated the design and tested the operating effectiveness of the relevant key controls with respect to revenue recognition including general IT controls and application controls. s Evaluated the appropriateness of revenue recognition policy and adequacy of disclosures in the financial statements in respect of revenue recognition in accordance with the Ind AS 115.
2.	Contingent liabilities relating to taxation, litigations and claims
	The provisions and contingent liabilities relate to ongoing litigations and claims with various authorities. These relate to direct tax, various indirect taxes, claims and general legal proceedings arising in the regular course of business. The assessment of a provision or contingent liability requires significant judgement by the company because of the inherent complexity in estimating future costs. The amount recognized as a provision is the best estimate made by the management. The provisions and contingent liabilities are subject to changes in the outcomes of litigations and claims and the positions taken by 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 judgments previously made by authorities.	Our audit procedures included: s Understanding the process followed by the company for assessment and determination of the amount for provisions and contingent liabilities relating to taxation, litigations and claims. s Involving subject matter experts with specialized skills and knowledge to assist in the assessment of the value of significant provisions and contingent liabilities relating to pending litigations, on sample basis, in light of the nature of the exposures, applicable regulations and related correspondence with the authorities. s We assessed management''s conclusions through discussions held with their in-house legal counsel and understanding precedents in similar cases to establish the likelihood of outflow of economic resources being probable, possible or remote in respect of the litigations. s Assessing the adequacy and appropriateness of the company''s disclosures in the financial statements.

Information other than the Financial Statements

and Auditor''s Report thereon

The Company''s board of directors is responsible for

the preparation of the other information, The other information comprises the information included in the Director''s Report but does not include the Financial Statements and our auditors'' report thereon,

Our opinion on the 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 Responsibility for the Standalone Financial Statements

The Company''s management and Board of Directors is 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, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless management either intends to

liquidate the Company or to cease operations, or has no realistic alternative but to do so,

The Board of Directors are 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:

• Identify and assess the risks of material misstatement 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 used and the reasonableness of accounting estimates and related disclosures

made by management,

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern, If we conclude that a material uncertainty exists,

we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions

are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the 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 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 "Annexure

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

2. As required by section 143(3) of the Act, we report

that:

A) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

B) In our opinion proper books of account

as required by law have been kept by the Company so far as it appears from our examination of those books;

C) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement Cash Flows and the 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;

E) On the basis of the written representations received from the directors as on 31^st March, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2022 from being appointed as a director in terms of Section 164(2) of the Act;

F) With respect to the adequacy of the internal

financial controls 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 opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

G) 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 adequately disclosed the impact of pending litigations in its Standalone Financial Statements which may impact its financial position; Refer

Note 33 to the financial statements;

b) Provision has been made in the standalone financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 43 to the standalone financial statements.

c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

d) (i) The management of the company has represented that, to the best of its knowledge and belief, as disclosed in note 47(b) to the Standalone Financial Statements, no funds have been advanced o r 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 a ny manner whatsoever by o r on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The management of the company has represented that, to the best of its knowledge and belief, as disclosed in note 47(b) to the Standalone Financial Statements, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on the 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) of Rule 11(e), as provided under d(i) and d(ii) above, contain any material misstatement.

e) The company has not declared or paid any dividend during the year.

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 remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For, SHAH DHANDHARIA & CO LLP

Chartered Accountants Firm Registration No. 118707W/W100724

Harshil Shah

Partner

Place: Ahmedabad Membership No. 181748

Date: 2^nd May, 2022 UDIN : 22181748AKPTMC8309