AWL Agri Business Ltd

Dear Shareholders,

Your Directors are pleased to present the 27^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2025 (“FY 2024-25/ FY25”).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2025, 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:

(RS in crore)

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.

Performance Highlights

In FY25, your Company recorded total revenue of H 63,672 crore. This represents a robust year-on-year growth of 24%, supported by an underlying volume growth of 9%. Realization improved in second half of the year as the Government of India raised import duties on crude edible oils (soya, palm, sunflower) to an effective 27.5% and refined oils to 35.75%, aiming to boost local production.

The year also marked the launch of a new corporate logo and brand identity, underscoring your Company's commitment to innovation and future readiness. Your Company has been rebranded as AWL Agri Business Limited (Formerly known

as Adani Wilmar Limited'), a name that captures its growing presence in India's food economy and its enduring belief in responsible, value-driven growth. Your Company celebrated 25 years of 'Fortune,' its flagship brand known for its quality, consistency, and deep-rooted consumer trust.

Both Edible Oils and Food & FMCG segments registered strong growth, in terms of volume and value. Edible Oils revenue rose 28% YoY to H 49,736 crore, driven by a 10% increase in volume, while Food & FMCG delivered 26% YoY growth, reaching H 6,273 crore, with a matching 26% increase in volume. The Industry Essentials segment, however, posted only marginal

revenue growth of 2% YoY to H 7,663 crore, with volumes declining by 5% YoY, reflecting softness in select sub-segments.

In FY 25, your Company delivered a record operating EBITDA of H 2,482 crore, more than doubling from H 1,135 crore in the previous year. This marked a turnaround from the subdued profitability experienced in FY 24. Profit Before Tax (PBT) also improved sharply, reaching H 1,601 crore.

Continued gains in market share across key edible oil categories further reinforced your Company's leadership position ? soybean oil rose to 28.2%, mustard oil to 15.5%, and sunflower oil to 9.9%. Targeted marketing campaigns, enhanced digital presence, and localized packaging ? especially in South India ? enabled deeper consumer engagement across geographies.

Strategic marketing and distribution initiatives underpinned volume and visibility growth. Rural campaigns in the North and East, combined with urban activations in the South, expanded brand reach. Looking ahead, your Company aims to deepen penetration in high-potential zones: expanding sunflower oil in South India, driving soybean oil in Madhya Pradesh and Maharashtra, growing mustard oil in rural Uttar Pradesh and Bihar, and boosting rice bran oil presence in Chhattisgarh and Maharashtra.

In the Food & FMCG segment, your Company gained market share through regional innovation, channel expansion, and a sharper branded portfolio. The wheat flour category benefited from region-specific SKUs and smaller packs, attracting new consumers and enhancing market penetration. In rice, the Fortune brand saw continued momentum, driven by strong e-commerce sales and a revival in the regional (non-Basmati) segment following the easing of export restrictions and successful G2G trade initiatives.

In line with its strategic vision to become a comprehensive provider of kitchen essentials for Indian households, your Company took a significant step forward by entering into an agreement in March 2024 to acquire 100% equity in GD Foods. The first tranche, comprising an 80% stake, was completed in April 2025. GD Foods is a well-established brand in North India, particularly recognized for its leadership in the sauces and pickles segment and maintains a diverse product portfolio across eight categories with an annual revenue of approximately H 400 crore. This acquisition reinforces your Company's commitment to meeting the evolving culinary preferences of Indian consumers and strengthens its presence in the packaged foods space.

Your Company has been expanding its distribution network in general trade to expand its business. In General Trade, your Company successfully expanded its rural footprint, reaching over 50,000 rural towns. Direct retail coverage increased by 19% YoY, reaching 8.6 lakh outlets, positioning your Company well to achieve its target of 10 lakh outlets by FY 2027. This

expanded distribution network provides a strong foundation for sustained growth in the years ahead.

The FMCG industry is undergoing rapid channel shifts, with consumers increasingly embracing quick commerce for the convenience and speed it offers. At AWL, we have responded proactively to this evolving landscape. Your Company's e-commerce sales have grown nearly fourfold over the past four years, driven largely by the strong momentum in quick commerce. In FY25, our total revenue from alternate channels - including Modern Trade and e-commerce ? surpassed H 3,600 crore, underscoring its focus on building a future-ready, omni channel distribution model.

Alternate channels delivered impressive growth during the year:

- Modern trade posted a 21% increase in value and 5% in volume, driven by focused pricing strategies and growth in smaller-format chains.

- E-commerce volume

- E-commerce volume rose 35%, with value sales growing 48%, spurred by seasonal promotions and brand visibility.

-Quick commerce, in particular, emerged as a high-growth driver, with its share of total e-commerce rising from 40% in April 2024 to over 50% by February 2025. Your Company responded with format innovations, including smaller packs and festive kits, and boosted marketing on platforms like Blinkit, Zepto, and Instamart.

The HoReCa division recorded a transformational year, achieving H 600 crore in branded sales. Distribution expanded to over 40 cities, supported by a 16% volume growth led by institutional sales and key account activation.

The commencement of operations at your Company's Gohana facility in January 2025 marked a milestone in manufacturing. Spanning 85 acres in Haryana, this integrated food processing facility is the largest of its kind in India and reflects your Company's long-term commitment to capacity expansion and operational excellence.

This year, AWL has been included in the FTSE4Good Index Series ?a recognition of its ongoing commitment to responsible and sustainable business practices. Your Company actively tracks and benchmarks its progress through globally respected ESG ratings such as the DJSI and CDP.

In FY25, your Company expanded its renewable energy and sustainability initiatives significantly. One additional solar plant was commissioned, bringing the total number of operational solar installations to 14 and increasing its total solar capacity to 9,648 kWp, up from 8,819 kWp in the previous year. Your Company also installed Zero Liquid Discharge (ZLD) systems at two more locations, raising the total count to 11 and enhancing our daily ZLD treatment capacity from 2,900 KL to 3,100 KL. Additionally, your Company planted 50,500 trees during the year, surpassing its annual target of 50,000 and

bringing the cumulative total to 184,282 trees. To strengthen its commitment to sustainability, your Company established a dedicated ESG Committee, chaired by an Independent Director, to ensure oversight, accountability, and progress on environmental and social goals.

Your Company's strong focus on sustainability and safety has been recognized through several prestigious awards. Notably, your Company's Mundra and Hazira plants received gold and silver medals at the India Green Manufacturing Challenge, while the Vidisha plant earned a safety award at the Global Safety Summit 2024. These recognitions highlight your Company's commitment to operational excellence.

Credit Rating

Your Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this 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 your Company's website and link for the same is given in Annexure-A of this report.

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.

Change in the name of the Company

The shareholders of your Company by means of a Special Resolution passed through Postal Ballot on February 23, 2025, approved change in the name of the Company from Adani Wilmar Limited' to 'AWL Agri Business Limited'. The name change symbolizes the Company's broader vision, emphasizing growth and transformation in the Food FMCG sector. The new name is consistent with the Company's brand, shall enhance its brand value and depicts the Company's over-arching expertise in various facets of agri business and Food FMCG sector.

The Ministry of Corporate Affairs, Central Processing Centre, Manesar, has issued a fresh certificate of incorporation dated March 17, 2025 confirming change in the name of your Company from “Adani Wilmar Limited” to “AWL Agri Business Limited” effective from March 17, 2025.

Scheme of Arrangement

The Board of Directors of your Company at its meeting held on August 1, 2024 approved a draft scheme of arrangement for demerger of the demerged undertaking comprising of Food & FMCG business and edible oil business from Adani Enterprises Limited as the Demerged Company to Adani Wilmar Limited, the Resulting Company. The scheme inter alia provided for the transfer and vesting of the Demerged Undertaking, which primarily included the entire business of Demerged Company pertaining to the Food FMCG Business with all associated activities, assets, liabilities and Demerged Company's strategic investments in Adani Commodities LLP from the Demerged Company to the Resulting Company on a going concern basis, and issue of equity shares by the Resulting Company to the equity shareholders of the Demerged Company, in consideration thereof.

Subsequently, the Board of Directors of your Company, at its meeting held on October 29, 2024, resolved to withdraw the draft Scheme of Arrangement between Adani Enterprises Limited and Adani Wilmar Limited, along with their respective shareholders and creditors, proposed under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The decision to withdraw the scheme ?originally intended for the demerger of the Demerged Undertaking ?was taken considering the Company's ongoing efforts to comply with the Minimum Public Shareholding (MPS) requirements. In order to provide directional clarity to shareholders, the Board decided that pursuing the demerger scheme, would not be prudent.

Minimum Public Shareholding (MPS)

Pursuant to Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended till date and Rule 19A and Rule 19(2)(b) of the Securities Contracts (Regulations) Rules, 1957 read with relevant circulars issued by Securities and Exchange Board of India (SEBI), Adani Commodities LLP, one of the promoters of your Company, sold 17,56,01,314 equity shares (representing 13.52% paid up share capital of your Company) through Offer for Sale (OFS) mechanism on January 10, 2025 and January 13, 2025 via stock exchange portals in accordance with the applicable laws.

Following this transaction, the shareholding of the Promoter and Promoter Group in your Company has been reduced to 74.36%, thereby ensuring the Company's compliance with the Minimum Public Shareholding (MPS) norms as prescribed under the relevant regulations.

Disclosures under the Employees Stock Option Scheme

Your Company has formulated the “AWL Employees Stock Option Scheme 2024” (Stock Option Scheme 2024), implemented through the AWL Employees Welfare Trust, with the objective of attracting, retaining, and motivating talented professionals by providing them with an opportunity to participate in the equity ownership of the Company. This initiative aims to align employee interests with the long-term growth and profitability of the Company.

In compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEBS Regulations”), the requisite disclosures pertaining to the Stock Option Scheme 2024 for the financial year ended 31st March 2025 are available on the Company's website at https://www.awl.in/Investors/other-downloads .

There have been no material changes to the Stock Option Scheme 2024 during the year. The Stock Option Scheme 2024 remains in full compliance with the SEBI SBEBS Regulations, as amended from time to time.

A certificate from the Secretarial Auditor confirming that the Stock Option Scheme 2024 has been implemented in accordance with the SEBI SBEBS Regulations and shall be placed on the website of the Company at https://www.awl.in/ Investors/other-downloads.

Strategic Acquisitions/Divestment

• Your Company has completed the acquisition of 67% stake in Omkar Chemical Industries Private Limited (“OCIPL”) from its existing shareholders on August 17, 2024. Consequently, OCIPL has become a subsidiary of the Company. The acquisition is in line with the Company's strategy to expand its presence in the specialty chemical industry.

• On March 4, 2025, your Company has entered into a Share Purchase Agreement (SPA) for acquisition of the entire share capital of G.D. Foods Manufacturing (India) Private Limited, New Delhi in multiple tranches at a price per share arrived on the basis of an agreed enterprise value for each tranche in accordance with the applicable laws and the terms and conditions set out in the SPA. The transaction will be completed upon the satisfaction of customary conditions precedent associated with each tranche as specified in the SPA.

• Shung Shing Edible Oil Limited, a step down subsidiary of your Company in Bangladesh, has been amalgamated with its holding company, Bangladesh Edible Oil Limited, pursuant to an order passed by the Supreme Court of Bangladesh, High Court Division. The amalgamation is effective from June 3, 2024 and is in line with the Company's efforts to streamline its operations and optimize corporate structure in the region.

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 FY25 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, investments made and intercorporate loans granted to its subsidiary companies and 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 guarantee was provided by your Company during the year under review.

Subsidiaries, Joint Ventures and Associate Companies

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

During the year under review, the Company acquired majority stake in the following entity:

• Omkar Chemical Industries Private Limited, Gujarat.

During the year under review, the following entity ceased to be a subsidiary of your Company:

• Shung Shing Edible Limited, Bangladesh

As on March 31 2025, your Company had the 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) AWL Agri Holdings Pte. Ltd., Singapore (formerly known as Adani Wilmar Pte. Ltd.)

4) Leverian Holdings Pte. Ltd., Singapore

5) Bangladesh Edible Oil Limited, Bangladesh

6) Shun Shing Edible Oil Limited, Bangladesh (upto June 3, 2024)

7) Omkar Chemical Industries Private Limited (w.e.f August 17, 2024)

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).

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company's registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company https://www.awl.in/ Investors/other-downloads .

Directors and Key Managerial Personnels

As of March 31, 2025, your Company's Board had seven members comprising of two Executive Directors, one NonExecutive and Non-Independent Director 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 SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Company's business for effective functioning. The key skills, expertise and core competencies of the members of the Board are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Cessation/Change in Designation of Directors

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

Cessation:

On December 30, 2024, Adani Commodities LLP (ACL), Adani Enterprises Limited (AEL) and Lence Pte. Ltd. (LPL) , the promoter entities of your Company, had entered into an agreement in terms of which ACL and Lence have agreed to grant a simultaneous right of call option and put option to each other to have the option to exercise such a right for purchase and sale of all shares held by ACL. On completion of the transaction, ACL shall cease to have any shareholding in the Company.

Pursuant to the execution of the agreement, Mr. Pranav V. Adani (DIN:00008457) and Dr. Malay Mahadevia (DIN: 00064110) have resigned as Directors of your Company.

The Board places on record the deep appreciation for valuable services and guidance provided by Mr. Pranav V. Adani and Dr. Malay Mahadevia during their tenure of directorship.

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. Kuok Khoon Hong (DIN: 00021957) and Mr. Ravindra Kumar Singh (DIN: 08253320) are liable to retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.

The Board recommends the re-appointment of Mr. Kuok Khoon Hong and Mr. Ravindra Kumar Singh 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 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, following are the Key Managerial Personnel (“KMPs") of your Company as per Sections 2(51) and 203 of the Act:

• Mr. Angshu Mallick, Managing Director & Chief Executive Officer (CEO)

• Mr. Shrikant Kanhere, Deputy Chief Executive Officer & Chief Financial Officer

• Mr. Ravindra Kumar Singh, Whole Time Director

• Mr. Darshil Lakhia, Company Secretary

Committees of 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 committees and sub-committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2025, 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 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 9 (nine) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Independent Directors' Meeting

The Independent Directors met on March 24, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and 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 Nomination and Remuneration Committee (NRC) engaged Talentonic HR Solutions Private Limited (“Talentonic”), an external advisory company, to facilitate the evaluation and effectiveness process of the Board, its committees and individual Directors for the FY24-25.

A detailed Board effectiveness assessment questionnaire was developed by Talentonic based on the criteria and framework adopted by the Board.

The results of the evaluation confirmed high level of commitment and engagement of the Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors' meeting held on March 24, 2025 and also at the Nomination and Remuneration Committee (“NRC”) meeting and Board

meeting held on April 28, 2025, respectively. The suggestions were considered by the Board 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 statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company's business. These updates help the Directors in keeping abreast of key changes and their impact on your Company.

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 and link for the same is given in Annexure-A of this report.

The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

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

Board Diversity

Your Company recognizes and embraces the importance of a diverse Board in its success. 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 Company's website and link for the same is given in Annexure-A of this report.

Succession Plan

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

Directors' Responsibility Statement

Pursuant to 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 your Company at the end of the financial year and of the profit of your 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 your 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 followed by your Company and that such internal financial 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 Report, which forms part of this Annual Report.

Compliance Management Mechanism

Your Company has deployed a Statutory Compliance Mechanism providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide update to the senior management on a periodic basis. The Audit Committee and the Board periodically monitor the status of compliances with applicable laws.

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 and link for the same is given in Annexure-A of this report.

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 FY24-25 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 a section forming part of this Annual Report.

Corporate Governance Report

Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated by 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 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 and the link for the same is given in Annexure-A of this report.

Business Responsibility & Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for the FY 24-25, 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 your Company.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://www.awl.in/ Investors/other-downloads .

Transactions with Related Parties

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

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

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

During the year, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for the FY 24-25 and hence does not form part of this report.

During the year, the material related party transactions to be entered into during the FY 24-25 and FY 25-26 pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations had been duly approved by the shareholders of your Company in the 26th Annual General Meeting held on June 26, 2024.

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 Company's website and can be accessed using the link given in Annexure-A of this report.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Statutory Auditors & Auditors' Report

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. S R B C & Co. LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) continue as the Statutory Auditors of your Company till the conclusion of 29th Annual General Meeting (AGM) of your Company to be held in the year 2027. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company. A representative of the Statutory Auditors of your Company attended the previous AGM of your Company held on June 26, 2024. The Notes to the financial statements referred in the Auditors' Report are self-explanatory.

Secretarial Auditors and Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s. SPANJ & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of your Company for the FY24-25. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report.

Further, pursuant to amended Regulation 24A of the SEBI Listing Regulations, and subject to your approval being sought as the ensuing AGM, M/s SPANJ & Associates, Practicing Company Secretaries (C. P. No. 10644; Peer reviewed certificate no. 6467/2025) have been appointed as a Secretarial Auditors to undertake the Secretarial Audit of your Company for the first term of five consecutive years from FY 25-26 to FY 29-30, subject to approval of the shareholders at the ensuing AGM. M/s SPANJ & Associates have confirmed that they are not disqualified to be appointed as Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company.

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 24-25.

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 25-26. A resolution seeking the approval of the shareholders for ratifying the remuneration payable to the Cost Auditors for the FY 2025-26 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 Company's officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 2,772 (standalone basis) employees as of March 31, 2025.

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

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

All new employees go through a detailed personal orientation on POSH Policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, to facilitate reporting of 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 and link for the same is given in Annexure-A of this report.

During the year under review, your Company received 2 (two) complaints under the vigil mechanism, which have been properly dealt with and resolved.

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

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

Cyber Security

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

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

Code for Prevention of Insider Trading

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

General Disclosures

Neither the Chairman nor the Whole Time Director or the

Managing Director and CEO of your Company received any

remuneration or commission from any of the subsidiary

of your Company.

Your Directors state that during the year under review:

1. Your Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

2. Your Company did not issue shares (Including sweat equity shares) to employees of your Company under any scheme.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company's 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 beneficially hold shares as envisaged under Section 67(3)

(c) of the Act).

5. No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.

6. No one time settlement of loan was obtained from the Banks or Financial Institutions.

7. There were no revisions made in the financial statements and 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, Maritime Boards, 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

Annexure- A to the Directors' Report