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AWL AGRI BUSINESS LTD.

03 July 2025 | 03:58

Industry >> Edible Oils & Solvent Extraction

Select Another Company

ISIN No INE699H01024 BSE Code / NSE Code 543458 / AWL Book Value (Rs.) 72.51 Face Value 1.00
Bookclosure 26/06/2024 52Week High 404 EPS 9.43 P/E 27.23
Market Cap. 33356.25 Cr. 52Week Low 232 P/BV / Div Yield (%) 3.54 / 0.00 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2025-03 

(a) CWIP as at March 31, 2025, includes cost incurred on Construction of Pipeline connectivity from port to refinery at Hazira Plant. The completion of construction of pipeline is pending since more than 2 years. The reason for the delay is due to pending approval of 'Right to Way' from the Government of Gujarat (GoG) over the land through which pipeline has passed through.

(b) As at March 31,2025, certain projects whose completion is overdue to its original plan. Details there of disclosed in (c) below.

(c) As at March 31, 2025, Expansion Projects carried out at Gohana, Bundi, Haldia and Kadi Plants of the Company, comprises cost incurred of H 746.46 crores, are delayed from its original completion dates. Though the Board of Directors of the Company has approved extended / revised timeline for completion of those projects by September 30, 2025. Apart from that there has been no Projects whose costs have exceeded the original plan which was approved by the Board of Directors as at March 31, 2025 as well as no projects exceeded completion timeline or cost from original plan as at March 31, 2024.

b) No loans are granted to Promoter, Directors, Key Managerial Personnel and any person related to them either severally or jointly with any other person and that are repayable on demand or without specifying any terms or period of repayment.

c) Loan of H 49.05 Crore (previous year H 49.05 Crore) given to joint venture entities has been due for recovery in current year and has been extended / renewed by the Company for further 2 years on the date it became due.

a) Refer note 37 security deposits given to related parties.

b) Placed as margin for Term loan from banks, Bank Guarantee, Buyer's credit and Letter of Credit facilities availed by the Company. (refer note 18 & 20)

c) Incentives receivable includes H 12.29 Crore receivable under West Bengal state support for industry scheme 2008 for sales tax / VAT paid during FY 2015-16 & 2016-17. The Company has recognised claim in FY 2015-16 & 2016-17 basis Industrial Promotional Assistance (IPA) sanction letter dated November 16, 2016. The Company has filled writ petition since February 10, 2023 with the Hon'ble High Court of Kolkata against the State Government for recovery of outstanding incentive. During the previous year the Company has received favorable order from the Hon'ble High Court vide order dated March 09, 2024, pursuant to which the Hon'ble High Court ordered the State Government to disburse the pending claim amount at the earliest, preferably within two months. During the year, the State Govt. has filled an appeal with larger bench of the Hon'ble High Court against the order passed by single bench of the Hon'ble High Court. The Company has also filled an appeal for contempt of the Hon'ble High Court's order. Both appeals are yet to be adjudicated and pending with the Hon'ble High Court.

Incentive of H 16.37 Crore pertain to Industrial Incentive for Capital Expenditure for rebate on sales tax and power charges receivable from the State Government of Andhra Pradesh & Telangana. The Company has recognised claim based on approval received from the commissioner of Industries of Andhra Pradesh in earlier years. During the previous year, the Company has filled writ petition with the Hon'ble High Court of Andhra Pradesh for recovery of pending incentive. Appeal filled by the Company is yet to be adjudicated by the Hon'ble High Court.

Management of the Company, on the basis of favorable order from the Hon'ble High Court and the Hon'ble Supreme Court in the similar matter of other companies and on the basis of legal advise of the external legal counsel, assessed that the amount recognised is recoverable. However, considering the impact of time value of money on ultimate realisation of incentive receivables the Company has take adjustment and netted off against outstanding receivables.

d) No receivables are due from directors or other officers of the Company either severally or jointly with any other person nor any other receivable are due from firms or private companies in which any director is a partner, a director or a member.

a) i) Includes H 517.68 Crore (previous year H 517.68 Crore) paid under protest as social welfare surcharge (SWS) levied on basic custom duty during the period from September 25, 2019 to June 30, 2021 at specified rate on import of material. The Company has filled writ petition in the matter with the Hon'ble High Court of Gujarat and the Hon'ble Hight Court of Andhra Pradesh against the custom department claim of payment of SWS in cash although basic and additional duty of customs are exempted on material imported against valid MEIS / SEIS duty scripts. The Company, on the basis of legal advise from the external legal counsel, assessed that there is good chance that the matter will be decided in the Company's favour. The Company has however, provided the amount in full and disclosed the same as provision. (refer note 19)

ii) Apart from above, the Company has also paid under the protest differential custom duty of H 19.86 Crore (previous year H 19.86 Crore) on import of materials in earlier years. The Company has filled appeal with the tax authorities / the Hon'ble High Courts against the assessment made by the customs authority for refund of differential duty. During the previous year, the Company has received refund of amount deposited under protest of H 4.85 Crore from the CESTAT Bangalore (amount involved H 3.54 Crore) and the Hon'ble High Court of Gujarat (amount involved H 2.68 Crore) along with interest of H 1.53 Crore an aforesaid refund. The Customs Authority then filled petition with the Hon'ble Supreme Court against the order of the Hon'ble High Court of Gujarat which is not yet decided. The Company on the basis of legal advise from the external legal counsel and favorable judgement from CESTAT Bangalore and the Hon'ble Hight Court of Gujarat, assessed that the Company has a good chance that the matter will be decided in the Company's favour.

iii) The Company has also deposited H 16.76 Crore (previous year H 15.77 Crore) to various government authorities against demand of taxes and duties against on going litigations disclosed as contingent liabilities. (refer note 34)

a) The inventories are recognised net of H 93.91 Crore (previous year H Nil Crore) in respect of write-downs of inventory to net realisable value. During the year, previous year write-downs of H Nil Crore (previous year H 290.37 Crore) have been reversed owing to subsequent increase in realisable value.

b) Inventories are pledged / hypothecated as security against the term loan and working capital facility availed from banks. (refer note 18 & 20)

c) Inventories of packing material and stores and consumables are net of provision of H 26.53 Crore (previous year H 14.54 Crore) for slow moving / non moving / obsolete inventories.

a) Secured receivables backed by customer's deposits and bank guarantees.

b) Trade receivables are non-interest bearing and are generally having credit period of 7 to 45 days. Interest is levied on delay payment at 18% per annum.

c) No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person nor any trade or other receivable are due from firms or private companies in which any director is a partner, a director or a member.

d) Above balances with trade receivables include balances with related parties and for the terms and conditions relating to related party receivalbles. (refer note 37)

e) There are no such contract assets reclassified to receivables. (refer note 41)

f) Trade receivables are pledged / hypothecated as security against the term loan and working capital facility availed from banks. (refer note 18 & 20)

a) Margin money deposits represent security held by bank towards Bank Guarantee, Buyer's credit and Letter of Credits issued by the bankers on behalf of the Company.

b) Other earmarked deposits H 793.18 Crore (previous year H 790.08 Crore) are held as lien against banks overdraft facilities.

c) Includes Initial Public Offer (IPO) proceeds of H 440.00 Crore (previous year H 1200.00 Crore) in Scheduled commercial bank which will be utilised as stated in the prospectus. (refer note 46)

d) Includes balance of Initial Public Offer (IPO) proceeds of H 23.83 Crore (previous year H 13.79 Crore) in Current Account with a Scheduled commercial bank and H 1.06 Crore (previous year H 0.31 Crore) with monitoring agency account which will be utilised for payment of IPO expenses as stated in the prospectus. (refer note 46)

e) As at 31st March 2025, the Company had available H 5,271.77 Crore (previous year H 6,706.78 Crore) of undrawn committed working capital borrowing facilities and H 1060.50 Crores (previous year Nil) of undrawn term loan facilities.

a) No receivables are due from directors or other officers of the Company either severally or jointly with any other person nor any other receivable are due from firms or private companies in which any director is a partner, a director or a member.

b) For fair value measurement and for commodity price risk and foreign currency risk refer note 43.

c) Other Financial assets are pledged / hypothecated as security against the term loan and working capital facility availed from banks. (refer note 18 & 20)

During the year, the Company has sold freehold land situated at Amta, which was identified as asset held for sale for a consideration of H 7.90 Crore on December 20, 2024, having carrying value of H 6.97 Crore. Further, some of the assets were identified as usable and transferred to other manufacturing units, accordingly the Company has re-classified the assets valuing H 0.24 Crore to PPE from assets held from sale. During the previous year, the Company had identified to sell the crushing and refining unit along with freehold land located at Chhindwara in the state of Madhya Pradesh and a freehold land at Amta in the state of West Bengal. Considering the same, the Company has reclassified aforesaid assets as held for sale from PPE. Net block of aforesaid assets on the date of re-classification is H 29.81 Crore and the management has estimated realisable value of assets held for sale is higher than its carrying value on the date of re-classification. The Company vide approval of the Board of Directors dated January 27, 2025, re-affirms assets identified and classified as held for sale in previous year and accordingly continued to classify such assets as assets held for sale.

b) Terms / rights attached to equity shares:

The Company has only one class of equity shares having a par value of H 1 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company the holder of the Equity Shares will be entitled to receive remaining assets of the Company after distribution of all preferential amount. The distribution will be in proportion to the number of Equity Shares held by the shareholders. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting and is accounted for in the year in which it is approved by the shareholders.

Further during the year, Adani Commodities LLP, one of the Promoters of the Company has sold 39,54,18,121 equity shares of the Company (representing 13.52% of the total issued and paid-up equity share capital of the Company) on January 10 and 13,2025 through Offer for Sale (OFS) in accordance with master circular SEBI/HO/MRD-PoD2/CIR/P/2024/00181 dated December 30, 2024 notified by the Securities and Exchange Board of India (“SEBI”), pertaining to comprehensive guidelines on offer for sale of shares through the stock exchange mechanism.

With the above mentioned sale of shares, the shareholding of the Promoters and members of the Promoter Group in the company has reduced from 87.88% of the paid up equity share capital of the Company to 74.36%. Accordingly, the Company has complied with the minimum public shareholding requirement, as mentioned under rules 19(2)(b) and 19A of the Securities Contracts (Regulation) Rule 1957,read with regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements),Regulation 2015.

Nature and purpose of reserves

a) Security premium represents the premium received on issue of shares over and above the face value of Equity Shares. Such amount is available for utilisation in accordance of the Provisions of the Companies Act, 2013.

b) Under the erstwhile Companies Act, 1956, general reserve created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfer was to ensure that if a dividend distribution in a given year is more than 10% of the paid up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year.

Consequent to the introduction of the Companies Act, 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of the Companies Act, 2013.

c) Amalgamation reserve represents the surplus arises in the course of amalgamation of wholly owned subsidiary companies during the year 2012-13 and 2015-16. The said reserve shall be treated as free reserve available for distribution as per the scheme approved by the Hon'ble Gujarat High Court vide order dated March 06,2012 and October 28, 2015.

d) Retained earning are the net profit / (Loss) that the Company has earned / incurred till date, less any transfer to general reserves, dividends or other distributions paid to shareholders. Retained earnings also includes re-measurement loss / (gain) on defined benefit plans net of taxes that will not be reclassified to the statement of profit and loss.

e) The Company offers ESOP under which options to subscribe for the Company's share have been granted to eligible employees. The share based payment reserve is used to recognise the value of equity settled share based payments provided as part of the ESOP scheme.

^Excluding Unamortized ancillary cost on Term Loan of H 3.32 Crore.

c) Security notes :

Rupee Term Loans are secured by

(i) First pari-passu charge on Fixed/Immovable Assets of the following locations (present and future):

• 400 TPD Oleo Chemical Complex (Green Field Project Under Construction) at Krishnapatnam, Andhra Pradesh

• Existing Castor Crushing and Refining Plant situated at Village Pragpar, Taluka Mundra, District Kutch, Gujarat.

• Existing Mustard Crushing and Refining Plant situated at Village Chhatarpura, Tehsil Bundi, District Bundi, Rajasthan. (Excluding properties under Negative Lien at Bundi Location)

• Existing Refinery at Krishnapatnam Unit 1, Village Pantapalem (Epuru - 1B), Muthukur Mandal, District Nellore, Andhra Pradesh.

• Existing Refinery at Krishnapatnam Unit 2, Unit Industrial Park, Village Pantapalem (Epuru - 1B), Muthukur Mandal, District Nellore, Andhra Pradesh.

(ii) First pari-passu charge on Movable Assets of the following Brown-field, Green Field and existing Locations

(present and future):

• 165 TPD Castor Derivative Plant (Brown Field Project Under Construction) getting set-up in the said Capex Program at Pragpar, Mundra in Gujarat.

• 96 TPD Soap Line (Brown Field Project Under Construction) getting set -up in the said Capex Program at Mundra in Gujarat

• 350 TPD RFM i.e. Value-Added Product of Atta (Brown Field Project Under Construction) getting set up at Gohana in Haryana.

• 400 TPD Oleo Chemical Complex (Green Field Project Under Construction) at Krishnapatnam, Andhra Pradesh

• Existing Castor Crushing and Refining Plant situated at Village Pragpar, Taluka Mundra, District Kutch, Gujarat.

• Existing Mustard Crushing and Refining Plant situated at Village Chhatarpura, Tehsil Bundi, District Bundi, Rajasthan. (Excluding properties under Negative Lien at Bundi Location)

• Existing Refinery at Krishnapatnam Unit 1, Village Pantapalem (Epuru - 1B), Muthukur Mandal, District Nellore, Andhra Pradesh.

• Existing Refinery at Krishnapatnam Unit 2, Unit Industrial Park, Village Pantapalem (Epuru - 1B), Muthukur Mandal, District Nellore, Andhra Pradesh.

(iii) Second Pari-passu charge on the entire current assets (Present and Future).

d) As at March 31, 2025, the Company is in compliance with all financial covenants, in respect of term loans. The major financial covenants include Debt Service Coverage Ratio (DSCR), Fixed Assets Coverage Ratio (FACR), Term Debt/EBITDA Ratio and Total outstanding liabilities (TOL) to Adjusted Tangible Net Worth(ATNW) Ratio (TOL/ATNW).

1. Working capital facilities are secured by

(i) First pari passu charge by way of hypothecation in favour of SBICAP Trustee Company Limited (security trustee') of all present and future current assets including inventories, stores, spares, book debts, receivables, advances and other current assets of the Company.

(ii) Second pari passu charge by way of equitable mortgage in favour of SBICAP Trustee Company Limited (security trustee') in respect of all present and future immovable properties of the Company wherever situated and hypothecation of all present and future movable assets of the Company.

(iii) The rate of interest for above working capital facilities are as follows:

Buyers Credit ( In Foreign Currency) : 90 days of SOFR spread i.e. from 5.21% to 5.22% (previous year 5.67% to 5.92%)

- Export Packing Credit : 7.25% (previous year 7.59% to 7.65%)

- Overdraft Facility from Banks : 7.75% % to 8.00% (previous year 7.10% to 7.80%)

- Working Capital Demand Loan : Nil (previous year 7.80%)

- Supplier Trade Finance : 7.98% to 8.34% (previous year 8.44% to 8.70%)

(iv) Repayment terms of working capital borrowing are as follows :

- Export Packing Credit and Buyer's Credit are repayable withing 80 to 90 days of being drawn.

- Overdraft facility and working capital demand loan are repayable on demand.

- Supplier Trade Finance pertaining to discounting / factoring arrangement entered by the Company with banks pertains bills outstanding to domestic suppliers for procurement of materials and services and are repayable withing 90 to 180 days from the day from being drawn.

a) Trade credits from banks is availed in foreign currency from offshore branch of Indian bank or foreign bank (negotiating bank) against the Usance Letter of Credit ('LC') under UPAS structure issued by the Company's lenders under consortium financing facilities with a negotiation period ranging from 90 to 120 days from the date of issuance of LC/Bill of lading date. The discounting charges on such facility ranges from 4.59% to 4.94% (previous year 5.67% to 5.84%). The negotiating bank are subsequently repaid (along with discounting charges) by the Company on LC maturity date through LC issuing bank. The overseas bank and / or financial institution repaid (along with discounting charges) by the Company on LC maturity date.

b) Trade credit facility is secured by

- Margin money deposits of the banks against the facility sanction amounts (refer note 12).

- Also, secured by overall security given under the Consortium Financing Facility towards entire working capital facilities availed by the Company includes:

- first pari passu charge by way of hypothecation on all present and future current assets including inventories, stores & spares, book debts, receivables, advances and other current assets.

- Second pari passu charge by way of equitable mortgage on all present and future immovable properties and hypothecation of present and future all other movable assets.

a) Security deposits from customers in the company's business are generally not repaid within a period of twelve months based on historical experience. The Company classifies such deposits as current as it does not have unconditional right to differ the settlement for at twelve months after the reporting period.

b) Other payable includes

i. Mandi fees payable of H 10.50 Crore (previous year H 9.64 Crore) on procurement of materials;

ii. Provision for duty and interest exposure towards non-fulfilment of export obligation for EPCG licenses and other export incentives H 15.74 Crore (previous year H Nil Crore); and

iii. Amount due to Receivable Exchange Of India H 17.52 Crore (previous year H Nil Crore) pertains to factoring arrangement entered with Receivable Exchange of India (Factoring Agent) related to bills payable to Omkar Chemicals Industries Private Limited .

34 Contingent liabilities and Commitments A) Contingent liabilities to the extent not provided for :

(H in Crore)

Particulars

As at

31st March, 2025

As at

31st March, 2024

Matters related to levies of Customs & Excise Duty

a) Demands aggregating H 59.41 Crore (including penalties of H 30.60 Crore) were raised by DRI and Customs Authorities on classification of imported raw materials and differential duty on ullage, including matters relating to erstwhile Acalmar Oils & Fats Ltd and Krishnapatnam Oils & Fats Pvt Ltd (since merged with the Company). The Company has received favorable orders from CESTAT, which have been challenged by the Department and are currently pending before the Hon'ble Supreme Court, various High Courts, and other forums. An amount of H 1.56 Crore (previous year H 0.12 Crore) has been deposited under protest.

59.41

59.41

b) The Company (including that of erstwhile Rajashri Packaging Limited since merged with the Company) received demands aggregating H 9.93 Crore (including penalty of H 3.50 Crore) in the mater of utilisation of Duty Scripts, purchased from the open market for payment of duty, which was alleged to be forged / invalid. The Company had filed an appeal with CESTAT and Commissioner of Customs which is pending as at reporting date. Amount of H 0.26 Crore has been paid under protest.

9.93

9.93

c) The Company received a favorable order from CESTAT, Bangalore in a matter relating to differential customs duty involving demand of H 3.54 Crore, wherein the effective date of a notification altering duty rates was held in the Company's favour. The Department has appealed the decision before the Hon'ble High Court, where the matter is pending.

3.54

3.54

d) During the year, the Company received two orders-in-original: (i) a demand of interest H 0.30 crore and penalty H 0.46 Crore from the Additional Commissioner of Customs (Mundra) for alleged non-fulfilment of IGST exemption conditions, which has been challenged before the Commissioner (Appeals); and (ii) a demand of H 0.53 crore in customs duty and H 0.53 crore in penalty from the Commissioner of Customs (Preventive), North East Region, relating to denial of preferential duty under the SAFTA agreement, which has been appealed before CESTAT Kolkata. Both matters are pending adjudication. The Company has deposited H 0.34 crore under protest with the appellate authorities.

1.82

Matters related to Entry Tax, Value Added Tax ('VAT' )and Sales Tax, Service Tax, Commercial Tax and Goods and Service Tax ('GST')

e) The Company has been subjected to an additional 5% VAT demand on classification of bakery shortening as vanaspati for FY 2004-05 to 2008-09. Favorable orders were earlier received from the Tribunal and the Hon'ble High Court of Allahabad. During the year, the Department has filed a Special Leave Petition (SLP) before the Hon'ble Supreme Court challenging the High Court's order. The matter is pending adjudication.

2.7

f) Various demands amounting to H 3.74 crore (Previous year: H 5.36 crore) have been raised under VAT and CST laws across multiple states (Andhra Pradesh, Gujarat, Madhya Pradesh, Odisha, Tamil Nadu, Uttar Pradesh, Punjab, and West Bengal) relating to pending statutory forms, disallowance of input tax credit, non-production of records, truck seizure cases, and classification issues (e.g., sale of coconut oil), covering FY 2004-05 and FY 2006-07 to FY 201718 (up to June 2017). These matters are under litigation at various forums. The Company has paid H 1.32 crore (Previous year: H 2.76 crore) under protest against such demands.

During the current year, the Company received favorable orders in Andhra Pradesh, Madhya Pradesh, and Tamil Nadu for FY 2004-05 and FY 201617, resulting in the dropping of demands amounting to H 1.60 crore, with a residual demand of H 0.04 crore.

3.74

5.36

Particulars

As at

31st March, 2025

As at

31st March, 2024

g) The Company has received notices from the Commercial Tax Department involving demands of H 0.89 crore (including penalty of H 0.28 crore) relating to levy of Entry Tax on account of differences in assessable value for stock transfers, disallowance of exemptions, etc., for FY 2003-04 to 2007-08, 2012-13 to 2014-15 and 201617, across multiple states (Madhya Pradesh, Odisha, and Telangana). Appeals and writ petitions have been filed before the Commissioner, relevant Appellate Tribunal, and Hon'ble High Court, respectively. The matters are pending adjudication. The Company has deposited H 0.20 crore under protest against these demands.

0.89

0.89

h) The Service Tax Department has filed appeals with CESTAT Gujarat, challenging refunds of service tax granted in earlier years on issues like excess payment of Service tax on ocean freight or centralized registration and other demand raised amounting to H 1.30 crore (Previous year: H 6.49 crore). Company has deposited H 0.74 crore under protest against those matters. In one of the cases involving H 5.19 crore, CESTAT has decided the matter in the Company's favour. Other matters are pending adjudication.

1.30

6.49

i) The Company has received show cause notices from CGST/SGST authorities across multiple states, including Andhra Pradesh, Bihar, Delhi, Gujarat, Haryana, Maharashtra, Odisha, Rajasthan, Tamil Nadu, Uttar Pradesh, and West Bengal, involving total demand of H 16.30 crore (including interest and penalty of H 7.84 crore) (Previous year: H 5.83 crore). The demands pertain to disallowance of Input Tax Credit (ITC) due to GSTR-2A mismatches, retrospective cancellation of supplier registration, Tax on exempted goods and tax on miscellaneous income for FY 2017-2022. The Company has deposited H 1.16 crore (Previous year: H 0.39 crore) under protest and filed appeals before the Appellate Authorities/ High Courts, which are pending adjudication.

Out of the above, the Company has opted to settle demands aggregating to H 1.76 crore (including interest and penalty of H 1.04 crore) in Bihar, Maharashtra, Gujarat, and Rajasthan under the GST Amnesty Scheme. H 0.72 crore has been deposited under protest, and the settlement orders waiving interest and penalty are awaited as of March 31, 2025.

16.30

5.83

j) In Odisha, earlier demands aggregating to H 5.91 Crore (including interest and penalty of H 2.74 Crore) for ITC availed on land lease premium, building structures, and cross-country pipelines have been settled during the year under the GST Amnesty Scheme through payment of H 3.16 Crore. Interest and penalty of H 2.74 Crore have been waived.

5.91

k) The Company has filed a writ petition before the Hon'ble High Court of Madhya Pradesh challenging the applicability of the newly inserted explanation to Rule 89(4) of the CGST Rules (regarding export turnover computation based on the lower of CIF/FOB vs. invoice value), relevant circulars, and retrospective application of the notification. H 0.20 Crore has been deposited under protest. The matter is pending adjudication.

0.20

0.20

l) The Company had received GST refund of H 4.33 Crore on accumulated ITC under the inverted duty structure for FY 2019-20 and 2020-21. Pursuant to a GST audit during the current year, the authorities raised a demand for recovery of the refund, treating it as erroneously granted, along with interest and penalty of H 3.38 Crore. The total demand amounts to H 7.71 Crore. The Company has contested the demand for FY 2019-20 before the Appellate Authority (pending adjudication) and is in the process of filing an appeal for FY 2020-21. The Company believes that the GST refund, if required to be repaid, will be eligible as input tax credit on settlement.

3.38

Particulars

As at

31st March, 2025

As at

31st March, 2024

Matter related to Demand raised under Income Tax Act

m) Assessment for AY 2007-08 and AY 2008-09 (including that of erstwhile Acalmar Oils & Fats Ltd, since merged with the Company) was completed under section 143(3), resulting in a demand of H 3.61 Crore (Previous year: H 3.61 Crore), primarily due to disallowance of Mark-to-Market loss on derivatives and other expenses. The Company has received favorable orders from the Commissioner (Appeals) and ITAT. As at the reporting date, the Department's appeal is pending before the Hon'ble High Court. The Company has deposited H 1.55 Crore (Previous year: H 1.55 Crore) under protest during the appellate proceedings.

3.61

3.61

n) The assessments for AY 2007-08, 2009-10, and 2013-14 to 2018-19 have been completed under section 143(3) of the Income Tax Act, 1961, resulting in a total demand of H 3.65 Crore (Previous year: H 11.15 Crore) primarily on account of disallowance of expenditure under section 14A and other expenses. The Company has received favorable orders from the Commissioner (Appeals), ITAT Ahmedabad, and the Hon'ble Gujarat High Court in respect of these demands. The Department has filed an appeal with the Hon'ble Supreme Court against the Gujarat High Court's orders for AY 2013-14 to

2015- 16 which is decided in favour of the Company during the year basis of low tax effect. Appeals for AY 2007-08 are pending before the ITAT, AY

2016- 17 before the Gujarat High Court (Previous year: ITAT Ahmedabad), and AY 2009-10, 2017-18, and 2018-19 before the Commissioner (Appeals). Tax refunds amounting to H 1.61 Crore (Previous year: H 2.61 Crore) have been adjusted by the Department against the said demands.

3.65

11.15

o) Assessments for AY 2009-10, 2017-18, 2019-20, and 2020-21 were completed under section 143(3)/143(1) of the Income Tax Act, 1961, resulting in a demand of H 4.65 Crore (Previous year: H 3.60 Crore). Appeals filed by the Company before the Assessing Officer / Commissioner (Appeals) / ITAT are pending adjudication as at the reporting date. The Company has deposited H 4.59 Crore (Previous year: H 0.15 Crore) under protest against these demands.

Further, demands aggregating H 0.40 Crore (Previous year: H 0.40 Crore), gross of H 0.22 Crore paid under protest, pertaining to AY 2006-07, 200708, and 2017-18 have been settled, and the Company is awaiting final orders giving effect to the same.

5.05

4.00

Notes :

i) The management believes, on the basis of legal advise from the legal counsels and status of the proceedings of the respective matters, that the ultimate outcome of aforesaid ongoing tax litigations disclosed above will be settled in Company's favor and has assessed that all above matters are only possible in nature and not probable. The Company do not expect that outflow of economic resources will be required.

ii) In the matter of disputed appeal, wherever the demand amount involve interest and penalty which is not ascertainable the same has not been disclosed above.

iii) The Company has received show cause notices on various matters but didn't receive further demand on such matters. Accordingly, the Company has not disclosed such notices neither as contingent liabilities nor acknowledged as claims, based on internal evaluation of the management.

iv) The Company is involved in various legal proceedings including product liability and other regulatory matter relating to conduct of its business. Based on the advice of the legal counsel, the management has assessed the possible unfavorable outcome of such litigations to be remote and accordingly the same has not been considered as contingent liability.

B) Commitments :

a) Capital Commitments :

(H in Crore)

Particulars

As at

31st March, 2025

As at

31st March, 2024

Estimated amount of contract remaining to be executed and not provided for (net of advance)

272.32

425.48

b) The Company has entered in to definitive agreement with Adani Estate Management Private Limited (AEMPL) on January 10, 2022 for acquisition of immovable property, including land for a provisional consideration of H 200 Crore. During the year ended March 31,2025, an amendment to the original agreement has signed on January 16, 2025 where the consideration has revised to H 358.31 Crores. As at March 31, 2025, the Company has paid H 128.53 Crore (March 31, 2024, H 110.10 Crore) as an advance under the terms of the agreement.

c) Other Commitments :

i) During the earlier years, the Company has imported plant and machinery for their Projects under EPCG Scheme at concessional rate as well as at NIL rate of customs duty by undertaking obligation for export of goods. Out of total Future Export Obligation, status as at March 31, 2025 is as follows;

a) Export Obligation of H 230.20 Crore (previous year H 244.42 Crore) has been completed and the Company has filed redemption application with the Director General of Foreign Trade (DGFT) with regards to procedural relinquishment of Export obligation.

b) Export Obligation of H 31.04 Crore (previous year H 99.33 Crore) is pending against which duty amount saved of H 5.17 Crore (previous year H 16.55 Crore) for which export to be made within 6 - 8 years from the EPCG License date along with extended period allowed by the authority i.e. by FY 2025-26 and 2029-30.

Out of the total Export Obligation of H 99.33 Crore outstanding as at March 31, 2024, certain licenses having an outstanding obligation of H 41.52 Crore and corresponding duty saved of H 6.92 Crore have not been fulfilled. Based on the Company's assessment, the export obligation under these licenses is not expected to be met, and/or the time limit for fulfillment has expired.

Accordingly, the Company has made a provision and/or paid an amount aggregating to H 16.90 Crore during the year, which includes interest of H9.98 crore. The said amount has been recognized in the Statement of Profit and Loss.

ii) For lease and derivatives commitments, refer note 39 and 43 respectively.

Outstanding bank Guarantees

(H in Crore)

Particulars

As at

As at

31st March, 2025

31st March, 2024

Outstanding bank Guarantees (Bank Guarantees are provided under contractual/legal obligations)

107.98

91.98

35 Segment Reporting

The Company has presented segment information in its consolidated financial statements which are part of the same annual report. Accordingly, in terms of Indian Accounting Standard on Segment Reporting (Ind AS 108) no disclosure related to the segment are presented in the Standalone Financial Statement.

A Determination of Materiality Threshold for Disclosure of Related Party Transactions

For the purpose of disclosures under Ind AS 24, the Company has applied a materiality threshold of 10% of total related party transactions in each category (e.g., sale of goods, purchase of assets, services rendered/received) for the financial year. Transactions exceeding this threshold are disclosed individually by type and related party, while others are disclosed in aggregate. The threshold, determined based on the size and nature of business and qualitative factors, is applied consistently to ensure material transactions are not obscured through aggregation.

B Terms and conditions of transactions with related parties :

a) Sales / Purchase: Management has established a process to assess whether transactions with associated enterprises are conducted on an arm's length basis by benchmarking them against transactions with unrelated parties and/or rates available in the public domain. The management confirms that all transactions with associated enterprises were carried out at negotiated, contracted prices and on normal commercial terms (including payment terms).

b) Management Support & Other Services: The Company mutually negotiates and agrees the price and payment terms with the related parties by benchmarking the same to the services rendered to non-related parties entered into by the counter-party.

c) Loan Given: The Company has given loan to its subsidiary for its working capital requirements. The loan has been utilized by the subsidiary for the purpose it was obtained. The loan is unsecured, repayable on demand and carries interest rates at the rate of 9.5% per annum. For the year ended 31 March 2025, the Company has not recorded any impairment on loans due from the subsidiary (31 March 2024: Nil).

d) Other Transactions: All transactions are made to related parties on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business.

e) Outstanding balances at the year-end are unsecured, interest-free, free except loans given to related parties and Investments in Equity Shares of related parties and are generally settled in cash, except in the case of advances towards purchase for goods and services. No guarantee or other security has been received / provided against these receivables / payables.

f) Remuneration does not include Provision for Leave Encashment and Gratuity as it is provided in the books on the basis of actuarial valuation for the Company as a whole and hence individual figures cannot be identified. The amounts are not expected to be material.

h) For the year ended March 31, 2025, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (previous year Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. As at March 31, 2025 and March 31, 2024 - Impairment allowances on Loans given to subsidiary and Equity Investments in Subsidiary - H 11.25 Crores and H 25.01 Crore.

i) All above figures are net of taxes wherever applicable.

b) Defined Benefit Obligations (Gratuity):

The Company has a defined benefit gratuity plan (funded) and is governed by the Payment of Gratuity Act, 1972. Under the Act, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of employment. Vesting occurs on completion of 5 continuous year of services as per Indian Law. However, no vesting condition applies in case of death. The scheme is funded with Life Insurance Corporation of India (LIC) and SBI Life Insurance Company Limited in form of a qualifying insurance policy for future payment of gratuity to the employees.

Liability in respect of Gratuity is determined based on actuarial valuation done by actuary as at the balance sheet date. Each year, the management reviews the level of funding in the gratuity fund. Such review includes the asset - liability matching strategy. The management decides its contribution based on the results of this review. Current and non current classification has been done based on actuarial valuation report.

Aforesaid post-employment benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

x. Risk Exposure and Asset Liability Matching

Through its defined benefit plan of Gratuity, the Company is exposed to its number of risks, viz. asset volatility, changes in return on assets, inflation risks and life expectancy. The Company has purchased insurance policy, which is a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The Insurance Company, as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk.

c) Compensated absences/ leaves

Other long term employee benefits comprise of compensated absences/leaves, which are recognised based on actuarial valuation. The actuarial liability for compensated absences as at the year ended 31st March 2025 is H 30.21 Crore (previous year H 26.05 Crore). (refer note 19 & 25)

d) In September 2020, the Indian Parliament has approved the Code on Social Security, 2020 ('code') which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020 which is yet to be notified. The Company will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are notified.

39 Leases As a Lessee

i) Terms & conditions of Lease arrangements :

a) The Company's leasing arrangement are in nature of leases of factory land, warehousing facilities, office premises, plant and equipment and right of way of land. Lease arrangement for warehousing, office premise and plant & equipment are generally for the period ranging from 2 years to 10 years. Lease arrangement for factory land are generally ranging from 20 - 60 years and right of way of land are for the lease term for the period from 10 - 20 years. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as right-of-use assets and a lease liability. The Company's obligation under its leases are secured by the lessor's title to the leased assets.

b) The lease arrangements have extension / renewal / termination options exercisable by either parties which may make up assessment of lease term uncertain. While determining the lease term, all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option considered.

c) Each lease generally impose a restriction that unless there is a contractual right for the Company to sub lease the asset to another party, the right-of-use asset can only be used by the Company. The Company is prohibited from selling or pledging the underlying leased assets as security.

1) Current Year - Eradicating Malnutrition and Anemia- Project SuPoshan, Community and Preventive Health, Promoting Education, Sustainable Livelihood and Rural Development, Eradicating hunger and poverty, Healthcare and Sanitation, Environmental Sustainability and Conservation of natural resources and Administrative overheads.

2) Previous Year - Eradicating Malnutrition and Anemia- Project SuPoshan, Community and Preventive Health, Promoting Education, Sustainable Livelihood and Rural Development, Eradicating hunger and poverty, Healthcare and Sanitation, Environmental Sustainability and Conservation of natural resources and Administrative overheads.

(i) The fair value of cash and cash equivalents, other bank balances, trade receivables, loans receivable, security deposits given and other financial assets, borrowings, trade payables, trade credits and other financial assets and liabilities approximate their carrying amount largely due to the nature of these instruments. The Company's loans given and borrowings have been contracted at market rates of interest based on its credit rating. Accordingly, the carrying value of such loans approximate fair value.

(ii) The Company has not disclosed fair value of Lease Liability as per Ind AS 107.

(iii) Investment in equity shares of subsidiaries and joint ventures which are carried at cost and hence are not required to be disclosed as per Ind AS 107 “Financial Instruments Disclosures". Hence, the same have been excluded from the above table.

B) Fair Value Hierarchy

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:

Level-1 : Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level-2 : Inputs are other than quoted prices included within Level-1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level-3 : Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on the assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

Calculation of Fair Values:

The fair values of the financial assets and liabilities are defined as the price that would be received on sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used for the year ended 31st March, 2024. Also, during the year, there were no transfers between Level 1 and Level 2 fair value measurements.

C) Financial Risk Management Objectives and Policies

The company's Financial Risk management is an integral part of how to plan and execute its business strategies. The Company's risk management activities are subject to the management direction and control under the framework of Risk Management Policy as approved by the Board of Directors of the Company. The Management ensures appropriate risk governance framework for the Company through appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Company's policies and risk objectives. The Company's Financial Assets comprises mainly Investments, Loans given, Trade Receivables, Cash and Cash Equivalents, Other Bank Balances, Derivative Assets and Other Assets. The Company's Liabilities comprises mainly Borrowings, Trade Credits, Derivative Liabilities, Trade and other payable.

The Company's business activities are exposed to risks resulting from interest rate movements (Interest rate risk), Commodity price changes (Commodity risk) and exchange rate fluctuation (Currency risk) collectively referred as Market Risk, Credit Risk, Liquidity Risk and other price risks such as equity price risk. The Company's primary focus is to foresee unpredictability of financial market and seek to minimize potential adverse effects on its financial performance. The Company's senior management oversees the management of these risks. The Company's senior management is supported by a Risk Management Committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The Risk management Committee provides assurance to the Company's senior management that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and Commodity price risk and other price risk. Financial instruments affected by market risk include loans and borrowings, deposits, debt, trade payables, derivative financial instruments, other financial assets and liabilities.

The sensitivity analyses in the following sections relate to the position as at 31st March 2025 and 31st March 2024.

The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant and on the basis of hedge designations in place at 31 March 2025.

The analyses exclude the impact of movements in market variables on the carrying values of gratuity and other postretirement obligations and provisions.

The following assumptions have been made in calculating the sensitivity analyses:

• The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at 31 March 2025 and 31 March 2024 including the effect of hedge accounting.

• The sensitivity of equity is calculated by considering the effect of any associated cash flow hedges at 31 March 2025 for the effects of the assumed changes of the underlying risk.

Commodity risk

The Company is affected by the price volatility of its key raw materials for production of key finished goods in Edible Oils, Food & FMCG and Industry Essential products. Prices of key raw materials and finished goods fluctuates is in line with changes in prices of the underlying agriculture commodities and demand / supply factors.

The price of agriculture commodities are subject to fluctuations due to factors such as weather, government policies, change in global demand and production of similar and competitive crops. Financial Assets / Liabilities affected due to commodity price risk are the value of company's open sale and purchase commitments and inventories of raw materials and finished goods. To the extent that its open sales and purchase commitments do not match at the end of each business day, the company is subjected to price fluctuations in the commodities market.

While the company is exposed to fluctuations in agricultural commodities prices, its policy is to mitigate its risks arising from such fluctuations by hedging its purchases and inventories either through direct sale of similar commodity or through futures contracts on the commodity exchanges. Further, the Company also enters into firm commitment contract of sale / purchase of commodity to manage overall risk exposure and to compensate against the commodity price risk exposure. The management of the Company takes into consideration both firm commitment and contracts entered on exchanges to mitigate overall risk arising out of commodity price fluctuation.

In the course of hedging its purchases either through direct sale or through futures contracts, the company may also be exposed to the inherent risk associated with trading activities conducted by its personnel. The Company has a robust framework and governance mechanism in place to ensure the price volatility and minimize the risk exposure.

As at Balance Sheet date, effect of 1 % Increase / (decrease) in the fair market value of commodity prices on unhedged exposure of physical inventories and open committed commodity contracts, with all other variable held constant would have increase / (decrease) profit before tax as stated below :

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to changes in interest rates due to its financing, investing and cash management activities. The risks arising from interest rate movements arise from borrowings with variable interest rates.

The Company's risk management activities are subject to the management, direction and control of Treasury Team under the framework of Risk Management Policy for interest rate risk. The treasury team ensures appropriate financial risk governance framework for the Company through appropriate policies and procedures and that financial risks are identified, measured and mitigated in accordance with the Company's policies and risk objectives.

Currency risk

The company operates internationally and portion of the business is transacted in several currencies and consequently the company is exposed to foreign exchange risk through its exports sales and purchase of raw materials components and plants & equipments from overseas customers / suppliers in various foreign currencies.

The company evaluates exchange rate exposure arising from foreign currency transactions and company follows established risk management policies including the use of derivatives like foreign exchange forward and future contracts to hedge exposure to foreign currency risks. The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of forecasted sales and purchases.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions, the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

Market Price risk

Market Price risk is the risk that the fair value or future cash flows of the Company's financial instruments will fluctuate because of changes in market prices (other than commodity price, interest or exchange rates).

The Company's exposure to market price risk arising from its investment in mutual funds and measured in the balance sheet at fair value through profit or loss. Management monitors the prices closely to mitigate its impact on profit and cash flows.

ii) Credit risk

Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting in a loss to the Company. Financial instruments that are subject to credit risk principally consist of Loans, Trade and Other Receivables, Cash & Cash Equivalents, Investments and Other Financial Assets. The carrying amounts of financial assets represent the maximum credit risk exposure.

Credit risk encompasses both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration of risks. Credit risk is controlled by analyzing credit limits and creditworthiness of counter parties on continuous basis with appropriate approval mechanism for sanction of credit limits.

Other Financial Assets

The Company expose to credit risk exposure in cash and cash equivalent, term deposits with banks, investment in liquid mutual fund, derivatives with banks, commodity exchanges and OTC markets. The credit risk in financial assets other than trade receivables are managed by the Company's treasury team and trading team in accordance with the Company's risk management policy. Cash and cash equivalents and Bank deposits are placed with banks having good reputation, good past track record and high quality credit rating.

With respect of investments in money market / liquid mutual funds, the Company limits its exposure to credit risk by investing with counter parties having good credit rating. Further, financial assets are written off when there is no reasonable expectation of recovery such as amount provided for overdue loans and other financial assets on account of increase in credit risk of counter party assessed on a case to case basis.

Also, with respect to derivatives, the Company entered into trade based on credit worthiness of the counter parties. The credit worthiness of such counter parties is evaluated by the management on an on-going basis and is considered to be good.

In respect of credit risk exposure in financial assets other than trade receivables, the Company doesn't expect any material losses from non-performance by the counter parties apart from those already provided in financial statement and does not have any risk significant concentration of exposure to specific party, country or industry.

Trade Receivables

Credit risk on receivables is limited as almost majority of credit sales are against security deposits, advances, cheques and guarantees of banks of national standing. Moreover, given the diverse nature of the Company's businesses trade receivables are spread over a number of customers with no significant concentration of credit risk.

Receivables are deemed to be past due or impaired with reference to the Company's normal terms and conditions of business. These terms and conditions are determined on a case to case basis with reference to the customer's credit quality and prevailing market conditions. Receivables that are classified as 'past due' are those that have not been settled within the terms and conditions that have been agreed with that customer.

The credit quality of the Company's customers is monitored on an ongoing basis and assessed for impairment where indicators of such impairment exist. The solvency of the debtor and their ability to repay the receivable is considered in assessing receivables for impairment. Where receivables have been impaired, the Company actively seeks to recover the amounts in question and enforce compliance with credit terms. Generally trade receivables are considered credit impaired if past due for more than 1 year. The maximum exposure to credit risks at reporting date is the carrying value of trade receivable as disclosed in Note-10.

iii) Liquidity Risk

Liquidity risk refers the risk that the Company will encounter difficulty in meeting the obligations on a time associated with its financial liabilities. The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations. The Company's objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. A balance between continuity of funding and flexibility is maintained through the use of various types of borrowings.

The Company's principal sources of liquidity are cash and cash equivalents, cash flow from operations and available unutilised credit limit sanctioned by the Banks. The Company believes that cash flow from operations and the working capital is sufficient to meet its current requirements and accordingly no liquidity risk is perceived.

D) Capital Management

For the purpose of the Company's capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.

The Company manage its capital structure and makes adjustments in light of changes in economic conditions and requirements of the financial covenants. To maintain or adjust the capital structure, the Company may return capital to shareholders or issue of new equity shares. The Company has not distributed any dividend to its shareholders. The Company monitors capital using a gearing ratio, which is Net Debt divided by Total Capital plus Net Debt. Net Debt is defined as long-term and short-term borrowings plus lease liabilities less cash and cash equivalents and other bank balances.

47 Impairment Assessmenta) Impairment Testing of Intangible Assets with Indefinite Useful Life - Brand

The Company has acquired brand 'Kohinoor, Charminar and Trophy' in FY'2022-23 and recognised as an intangible asset with an indefinite useful life. As at the reporting date, the carrying amount of the brand is H 126.23 Crores (previous year: H 126.23 Crores).

Assessment of Useful Life

The brand has been assessed to have an indefinite useful life based on an analysis of all relevant factors, including:

• The strength of the brand in the market;

• Expected usage of the brand by the Company;

• No foreseeable limit to the period over which the brand is expected to generate net cash inflows;

• Historical performance and brand recognition.

The useful life is reviewed annually to determine whether the assessment continues to be supportable.

Impairment Testing

As required under Ind AS 36 - Impairment of Assets, intangible assets with indefinite useful lives are tested for impairment annually and whenever there is an indication that the asset may be impaired. An impairment test was conducted as at 31st March, 2025 and as at 31st March, 2024 based on a valuation report issued by an independent external valuer, engaged by the management. The brand is allocated to the Food & FMCG Segment - Rice CGU marketed under the 'Brand Name -Kohinoor, Trophy and Charminar' for impairment testing.

Valuation Methodology

The recoverable amount of the brand has been determined using the Relief-from-Royalty method under the Income Approach, which is based on the estimated future royalty savings attributable to ownership of the brand.

47 Impairment Assessment (Contd..)

Key assumptions used in the valuation are as follows:

• Royalty rate: 2.80% (previous year: 3.30%)

• Forecast period: 5 years

• Revenue growth rate: 12% - 20% per annum (based on management-approved forecasts)

• Discount rate (post-tax): 14.71% (WACC) (previous year: 15.03%)

• Terminal growth rate: 3% (Previous year - 3%)

These assumptions reflect management's best estimates of future economic conditions.

Results of Impairment Testing

Based on the impairment assessment performed as of 31st March, 2025, the recoverable amount of the brand exceeds its carrying amount, and no impairment loss has been recognised.

Sensitivity Analysis

The Company has performed sensitivity analysis and has concluded that there are no reasonably possible changes to key assumptions that would cause the carrying amount of the CGU to exceed its recoverable amount. The recoverable amount of the brand exceeds its carrying amount by H12.21 crores as at 31st March, 2025.

b) Impairment Assessment of Investment in Subsidiary

The Company holds an investment in its wholly-owned subsidiary, AWL Agri Holdings Pte. Ltd (formerly known as "Adani Wilmar Pte. Ltd.") (Intermediate Parent) which is investing company and have wholly-owned subsidiary in Bangladesh - Bangladesh Edible Oil Limited and its subsidiary (Operating Subsidiary). Carrying value of the Company's Investment in Intermediate Parent is 179.16 crore as at 31st March 2025 (previous year: H 179.16 crore), carried at cost in accordance with Ind AS 27 - Separate Financial Statements.

Impairment Indicators

The carrying amount of the Company's investments are assessed at the end of each reporting period to determine whether there is any indication that an asset may be impaired. If any such indication exists, then the Company estimates the recoverable amount of the asset.

As per the management, the key factors contributing for losses in BEOL are significant reduction in net worth, macroeconomic and industry specific headwinds primarily due to currency crisis in Bangladesh coupled with government intervention in pricing of edible oils during the past two years.

Impairment Assessment

In response to these indicators, an independent external valuer was engaged to determine the recoverable amount of the investment in intermediate holding company and its subsidiary in Bangladesh, based on the Equity Value approach using a Discounted Cash Flow (DCF) model.

Outcome of the Impairment Assessment and Valuation:

Based on Valuation carried out independent valuer Recoverable amount (Equity value) of Investments in subsidiaries : H 362.01 crore against Carrying amount of investment: H 179.16 crore

Based on the impairment assessment performed as of 31st March, 2025, the recoverable amount exceeds its carrying amount, and no impairment loss has been recognised.

Sensitivity Analysis

Management has performed a sensitivity analysis on key assumptions. A reasonably possible change in key assumptions (e.g., a 1% decrease in Terminal growth rate and 10% reduction in EBITDA Margin or 1% increase in discount rate) would/would not result in impairment of the investment in subsidiary.

The recoverable amount of the investment in subsidiary exceeds its carrying amount by H182.85 crore as at March 31, 2025. Management believes that no reasonably possible change in key assumptions would cause the carrying amount to exceed the recoverable amount.

However, the valuation is sensitive to certain key assumptions. The table below summarises the impact of reasonably possible changes in those assumptions on Recoverable Amount of Investments , individually assessed:

c The Company has not provided any security / stood guarantees on behalf of any subsidiaries or joint ventures or any third parties covered under Section 186 and accordingly, the disclosure requirements to that extent does not apply to the Company.

d There have been no guarantees provided or received for any related party receivables or payables during the year.

49 During the financial year 2022-23, a short seller report ("SSR") was published in which certain allegations were made on some of the Adani Group Companies. During the previous financial year 2023-24, various legal and regulatory proceedings were initiated and concluded by Hon'ble Supreme Court, and Securities and Exchange Board of India (“SEBI”). Considering the fact that there are no allegations made in the SSR and no pending regulatory or adjudicatory proceeding relating to the Company as of date, except for a Show Cause Notice from the SEBI relating to validity of Peer Review Certificate of predecessor auditor in earlier financial year, the management has concluded that there are no consequences of the SSR on the Company for the year ended March 31, 2024 and these standalone financial statement for the year ended March 31, 2025.

50 Other Notesa) Other Statutory Information

(i) No proceedings has been initiated or are pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(ii) The Company has not been declared willful defaulter by any bank or financial institution or other lender or government or any government authority.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a) directly or indirectly lend or invest in other person or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) 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

b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vii) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 such as, search or survey or any other relevant provisions of the Income Tax Act, 1961;

(viii) The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956;

(ix) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017;

(x) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India.

(xi) Quarterly returns or statements of current assets filed by the Company are in agreement with the books of accounts.

b) Regulatory Updates :

Standards notified but not yet effective

Ministry of Corporate Affairs (“MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

c) Daily Data back up and Audit Trail Compliance :

Data Backup Compliance:

The Company is using an accounting ERP system wherein it has a defined process of maintaining full back up of books of account and other relevant books and papers electronically on regular basis in a server physically located in India.

The backup of relevant books and papers are retained in the same format in which they are originally generated, sent or received and the information contained in the electronic records are complete, unaltered or unmodified. Further, the Company also has proper system for storage, retrieval, display or printout of the electronic records and such records are not disposed of and maintained properly by the Company as required by law.

Audit Trail Compliance:

The Company has used accounting software SAP HANA and SAP GRC 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 using privileged/ administrative access rights to the SAP HANA application and the underlying SQL database. Further no instance of audit trail feature being tampered with was noted 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 to the extent it was enabled and recorded in the respective years.

Further, the Company has used an accounting software for Fright Operations which is operated by a third-party software service provider, for maintaining its books of account. Management is not in possession of Service Organisation Controls report to determine whether audit trail feature of the said software was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature being tampered with, in respect of an accounting software(s) where the audit trail has been enabled.

Also, in the absence of Service Organisation Controls report, we are unable to assess whether the audit trail has been preserved as per the statutory requirements for record retention.

51 Exceptional Items

The State of West Bengal vide Trade Circular dated April 17, 2023 had notified the changes in The West Bengal Sales Tax (Settlement of Dispute) Act, 1999 and The West Bengal Sales Tax (Settlement of Dispute) Rule, 1999 where in the taxpayers are allowed to settle tax litigations pending with various Commercial Tax authorities.

As per the Scheme, the tax litigation pending under The West Bengal Tax on Entry of Goods into Local Areas Act, 2012 was allowed to be settled by making 50% payment of disputed tax liability thereby waiving off any interest and penalty thereon. During the quarter ended September 30, 2023, the Company had opted for the said Settlement Scheme to conclude the tax dispute of H 162.54 Crores (including interest) pertaining to financial years 2012-13 to 2017-18 and made a payment of H 53.51 Crores to the authority. Amount paid under the settlement Scheme was recognised in the Statement of Profit & Loss and disclosed as exceptional item in the results of year ended March 31, 2024.

52 Share Based Payments

A. Employee Stock Option Plan

During the year, the Company has, formulated Employee Stock Option Scheme viz. 'AWL - Employee Stock Option Scheme 2024' (“ESOP 2024”/“Scheme”), in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Under the ESOP 2024, the Company, grants options to Eligible employees of the Company (including senior executives and Key managerial personnel), as per Eligibility criteria specified under the Scheme. ESOP 2024 / Scheme has been as approved shareholders (Special Resolution passed through Postal Ballot) on November 29, 2024 and by the Nomination and Remuneration Committee on December 03 and 04, 2024 respectively.

As per the Scheme, Vesting period is 4 (four) years from the date of grant i.e., December 04, 2024 (Graded Vesting). Vesting of Option would be subject to continued employment with the Company, its Subsidiary Company(ies), its associate company(ies) as the case may be. The Exercise Period for Vested Options shall be a maximum of 4 (four) years commencing from the relevant date of Vesting of Options. The fair value of the stock options is estimated at the grant date using a Black-Scholes Option Pricing method, taking into account the terms and conditions upon which the share options were granted. The contractual term of each option granted is ranging from 6-8 years effectively 7 years (weighted average). There are no cash settlement alternatives.

B. ESOP 2024 scheme:

Pursuant to the applicable requirements of the erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the SEBI guidelines"), the Company had framed and instituted Employee Stock Option Plan 2024 ("ESOP 2024") to attract, retain, motivate and reward its employees and to enable them to participate in the growth, development and success of the Company.

ESOP 2024 envisages an AWL Employee Welfare Trust (“ESOP Trust”) which is authorised for secondary acquisition. During the year, ESOP trust has bought 4,395,610 shares ( March 31, 2024: Nil shares) from open market which is held by the ESOP Trust as at March 31, 2025.

The Company uses a graded vesting method for expense recognition, based on the respective vesting tranches.

The share-based payment reserve at the end of the year amounts to H 7.03 crore. (Refer Note 17)

53 Based on review of commonly prevailing practices and to ensure better presentation, management has regrouped and rearranged the following previous year's figures to confirm to current year's classification:

1. Employee payroll related payables amounting to H 29.82 Crores has been regrouped from Trade payables to Other financial liabilities.

2. Sales promotion expenses, amounting to H 36.53 Crores, has been adjusted to revenue from operations and corresponding outstanding liabilities amount to H 21.47 Crores, has been regrouped from Trade Payable to Other Current liabilities.

3. In the Cash Flow Statement, Bank overdraft of H 283.13 Crores has been included for determination of “Cash and Cash Equivalents.

The management believes that such reclassification does not have any material impact on the information presented in the Balance Sheet, Cash Flow Statement and Statement of Profit and Loss.

54 Event occurring after the balance sheet date

The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. As of date, there are no subsequent events to be recognised or reported except that mentioned below:

The Company had entered into a Share Purchase Agreement on March 04, 2025, for acquiring 99.07% in G.D. Food Manufacturing (India) Private Limited (“GDMIPL”) with an enterprise value of H 603 Crores. GDMIPL is engaged in the business of manufacturing, packaging, and selling various types of processed and preserved food products under the brand name “Tops”.

Subsequent to the quarter ended March 31,2025, on April 16,2025, the Company completed acquisition of 80% stake in GDMIPL by acquiring equity shares.

Considering control acquired subsequent to balance sheet date there has been no impact given in these standalone financial statements.