Market & News

Dear Shareholders,

Your Directors are pleased to present the 28th Annual Report along with the Audited Consolidated and Standalone Financial Statements of AWL Agri Business Limited (formerly known as Adani Wilmar Limited) ('the Company') for the financial year ended March 31, 2026 (“FY 25-26/ FY26”).

Financial Performance

The Audited Consolidated and Standalone Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”), 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”) read with Rule 7 of the Companies (Accounts) Rules, 2014.

The summarized financial highlight is depicted below:

(' in crore)

Particulars	Consolidated	Standalone
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	74,730.67	63,672.24	72,307.63	61,676.73
Other Income	417.80	238.04	418.13	232.94
Total Income	75,148.47	63,910.28	72,725.76	61,909.67
Expenditure other than Depreciation and Finance cost	72,599.86	61,190.50	70,323.95	59,253.86
Depreciation and Amortisation Expenses	448.83	395.10	398.02	354.62
Finance Cost	706.91	724.06	657.76	661.14
Total Expenditure	73,755.60	62,309.66	71,379.73	60,269.62
Profit before share of Profit/ (Loss) from joint ventures, exceptional items and tax	1,392.87	1,600.62	1,346.03	1,640.05
Exceptional items	25.83	-	25.02	-
Profit before share of Profit/(Loss) from joint ventures and tax	1,367.04	1,600.62	1,321.01	1,640.05
Total tax expense	376.60	437.39	339.41	424.42
Profit after tax and before share of Profit/(Loss) from joint venture entities	990.44	1,163.23	981.60	1,215.63
Share of profit/(loss) from joint venture entities	54.45	62.58	-	-
Profit for the year	1,044.89	1,225.81	981.60	1,215.63
Other Comprehensive (Loss)/Income (net of tax)	(16.32)	(1.87)	(0.43)	(4.46)
Total Comprehensive Income for the year (net of tax)	1,028.57	1,223.94	981.17	1,211.17
Attributable to:
Owners of the parent	1,025.73	1,223.21	-	-
Non-controlling interests	2.84	0.73	-	-

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

Building a Stronger and More Resilient Food Essentials Platform

FY25-26 was a year of continued progress for your Company (“AWL”), marked by resilient execution, portfolio expansion, and strengthening of the foundations required to scale a broader Food & FMCG platform. The year unfolded against a dynamic operating backdrop characterized by commodity volatility, inflationary pressures, evolving consumption patterns, and disruptions across global supply chains. Yet, amidst these external challenges, your Company continued to execute with agility and discipline, reinforcing its position as one of India's leading Food and FMCG companies.

Your Company recorded consolidated revenue of Rs.74,731 crore in FY25-26, representing a year-on-year growth of 17%. Underlying volume growth stood at 4% on a reported basis and 6% excluding the one-time Government-to-Government (“G2G”) rice business, which was discontinued after Q3 FY25. During the year, edible oil prices firmed up, particularly in the second half, influenced by geopolitical developments in West Asia, rising freight costs, vessel tightness, and inflation in packaging inputs. While these conditions created near-term challenges for consumption and sourcing, your Company benefited from its integrated operating model, diversified portfolio, extensive distribution network, and disciplined sourcing capabilities.

FY25-26 also marked the first full year of operations under the new corporate identity of AWL Agri Business Limited, reflecting the Company's evolving role in India's food ecosystem. While edible oils continue to remain the foundation of the business, AWL today serves a significantly wider share of the Indian kitchen through an expanding portfolio of staples, packaged foods, value-added offerings, and kitchen essentials. This transition reflects the Company's long-term strategic ambition of building a trusted food essentials platform for Indian households.

The 'Fortune' brand continued to strengthen its position as one of India's most trusted food brands. Present in over 131 million households and reaching one in every three homes across the country, 'Fortune' today spans edible oils, wheat flour, rice, pulses, besan, sugar, soya nuggets, and a growing range of health, nutrition, and convenience-led products. During FY25-26, Fortune brand crossed Rs.30,000 crore in brand revenues, reflecting the trust it enjoys among consumers and the strength of your Company's diversified portfolio.

Delivering Resilient Financial Performance

Despite operating in a volatile environment, your Company delivered resilient financial performance during FY25-26.

The Edible Oils segment recorded revenue of Rs.59,788 crore, registering 20% year-on-year growth, supported by higher realizations and 6% volume growth. Food & FMCG revenue stood at Rs.6,473 crore, reflecting 9% year-on-year growth excluding the discontinued G2G rice business, while the Industry Essentials segment reported revenue of Rs.8,470 crore, growing 11% year-on-year.

Your Company delivered an Operational EBITDA of Rs.2,343 crore during FY25-26. While EBITDA and Profit After Tax moderated year-on-year owing to exceptional gains recorded in the prior year base, the underlying profitability profile of the business remained resilient. Gross profit per metric tonne and EBITDA per metric tonne remained broadly stable through the year, reflecting the strength of your Company's operating discipline. Profit after Tax (PAT) stood at Rs.1,045 crore during FY26.

Strengthening Leadership in Edible Oils

Edible Oils continued to remain the cornerstone of your Company's business during FY25-26, reinforcing both consumer trust and cash generation.

Your Company retained its position as India's No. 1 edible oil player with leadership across key categories including soybean oil, mustard oil, and rice bran oil. Continued market share gains across categories, combined with regional portfolio strength and brand trust, further reinforced your Company's leadership position in a highly competitive market.

The edible oil business remains predominantly branded with close to 70% contribution in volume terms. This enables stronger consumer engagement, better product mix, and greater resilience across cycles.

Your Company continued to strengthen regional positioning across categories through targeted marketing, focused execution, and differentiated product offerings. During FY25-26, strong growth momentum was witnessed across soybean and mustard oil portfolios, while premium and health- led offerings under the Fortune Xpert and Fortune Premio portfolio continued to gain traction among urban consumers.

The premiumization strategy remained on track with the launch of Fortune Premio's olive oil and cold-pressed mustard oil portfolio across select markets and digital channels. Health- focused products including rice bran oil, blended oils, and functional edible oils continued to gain consumer acceptance, reflecting evolving preferences towards wellness and nutrition.

Scaling the Food & FMCG Portfolio

During the FY25-26, the Food & FMCG business recorded revenues of Rs.6,473 crore and delivered meaningful improvement in profitability, reflecting better operating leverage, portfolio mix, and execution. The segment reported Profit Before Tax of Rs.212 crore, marking a significant improvement as the business continues to mature and scale.

Your Company further strengthened its position across several categories during the year. In packed wheat flour, AWL retained its position among the leading branded players in India, supported by deeper distribution. In basmati rice, your Company continued to strengthen market presence through both 'Fortune' and 'Kohinoor' brands, supported by growing distribution expansion and consumer acceptance. Categories

such as besan and soya nuggets also continued to witness healthy growth and strengthening market positions.

The 'Kohinoor' brand continued to scale meaningfully during FY25-26, supported by focused investments and premium positioning. Similarly, your Company continued to strengthen its health and convenience portfolio comprising products such as soya nuggets, poha, biryani kits, multigrain atta, brown rice, rice bran oil, cold-pressed oils, and functional edible oils. This portfolio crossed Rs.1,300 crore in revenues during FY25-26 and has doubled over the last five years, reflecting growing consumer preference towards nutrition, convenience, and premium food choices.

Your Company also continued to strengthen its presence in Home & Personal Care through the Alife portfolio, that delivered a double digit growth during the year.

Strategic Milestone: Acquisition of GD Foods

In line with your Company's long-term strategy of becoming a comprehensive provider of kitchen essentials, FY25-26 marked an important milestone with the completion of the first tranche of the acquisition of GD Foods, comprising an 80% equity stake.

GD Foods, recognized for its flagship 'Tops' brand, brings a strong portfolio of sauces, condiments, pickles, noodles, snack sauces, and culinary products. The acquisition strengthens your Company's presence in higher-margin, value-added food categories and expands its participation in convenience-led consumption segments.

The acquisition is strategically aligned with AWL's broader Food & FMCG ambitions and provides significant opportunities to leverage your Company's extensive distribution infrastructure, supply chain capabilities, and retail reach to accelerate market expansion for the 'Tops' portfolio across India.

Strengthening Distribution and Emerging Channels

Your Company continued to invest behind distribution expansion and channel capabilities during FY25-26, recognizing them as critical enablers of long-term growth.

As of March 2026, your Company's retail reach expanded to over 26 lakh outlets, supported by more than 10,000 distributors, over 110 stock points, and a sales force of over 5,000 personnel across the country. Direct retail reach increased to approximately 9.65 lakh outlets, while rural coverage expanded to over 63,000 towns, reinforcing your Company's presence across urban and rural India.

Alternate channels comprising e-commerce, quick commerce, and modern trade continued to witness strong momentum. Revenue from alternate channels crossed Rs.5,200 crore during FY25-26, reflecting increasing consumer preference for convenience-led purchasing and digital fulfilment models.

Strengthening Integrated Operations and Sourcing Advantage

Your Company's integrated operating model remains a key competitive advantage, supporting scale, efficiency, and responsiveness.

AWL today operates one of the largest integrated food and edible oil manufacturing and distribution networks in the country, with owned and third-party facilities strategically located across India. During FY25-26, the integrated food processing complex at Gohana, Haryana became fully operational, significantly strengthening your Company's production capabilities across wheat flour, rice, and edible oils while enabling operational efficiencies.

Advancing Sustainability and Responsible Growth

Your Company continued to strengthen its commitment to sustainability and responsible business practices during FY25-26.

Operational initiatives during the year resulted in reductions in steam, water, and power consumption through process improvements and efficiency measures. Seventeen (17) of your Company's owned plants now have solar installations, while rainwater harvesting systems and resource conservation initiatives continue to expand across facilities.

Your Company continued to strengthen responsible sourcing and traceability initiatives, particularly across palm oil procurement, while enhancing sustainability standards across the broader value chain.

Your Company's sustainability efforts continued to gain external recognition. AWL strengthened its performance across global ESG benchmarks, with improvements in DJSI and CDP scores, while continuing its inclusion in the FTSE4Good Index Series.

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 Directors have recommended a final dividend of Rs.1 /-(Rupee One Only) (100%) per Equity Share having face value of Rs.1/- (Rupee One Only) each for the FY25-26.

The dividend is subject to approval of shareholders at the ensuing Annual General Meeting (“AGM”) and will be subject to deduction of tax at source, as applicable.

Your Company has fixed Friday June 19, 2026, as the 'Record Date' for determining entitlement of shareholders to final dividend for the financial year ended March 31, 2026, if approved at the AGM.

Dividend Distribution Policy

The Dividend Distribution Policy in terms of Regulation A3A 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 authorized equity share capital of your Company is Rs.362.76 crore divided into 362,76,00,000 equity shares of Rs.1/- each and paid-up equity share capital of your Company is Rs.129.97 crore divided into 1,29,96,78,605 equity shares of Rs.1/- each.

Reclassification of Promoter and Promoter Group

During the year under review, Adani Commodities LLP (“ACLLP”), forming part of the Promoter and Promoter Group of the Company, divested its entire shareholding in the Company in a phased manner. On July 18, 2025, ACLLP sold 13,5A,82,A00 (Thirteen Crore Fifty-Four Lacs Eighty- Two Thousand Four Hundred) equity shares, representing 10.A2% of the paid-up equity share capital of the Company, by way of a block deal. Further, on November 19, 2025, ACLLP transferred 16,89,58,219 (Sixteen Crore Eighty-Nine Lacs Fifty-Eight Thousand Two Hundred and Nineteen) equity shares, constituting 13% of the paid-up equity share capital of your Company, to Lence Pte. Ltd., another entity forming part of the Promoter Group, through an off-market inter se transfer. Subsequently, on November 21, 2025, ACLLP sold 9,09,77,502 (Nine Crore Nine Lacs Seventy-Seven Thousand Five Hundred and Two) equity shares, representing 7% of the paid-up equity share capital of the Company, by way of a bulk deal on the stock exchanges.

Pursuant to the aforesaid transactions, ACLLP has completely divested its shareholding in the Company and, accordingly, it no longer holds any equity shares of the Company and has ceased to be a shareholder. Consequently, your Company ceases to be a joint venture between the Adani Group and the Wilmar Group.

The National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) vide their letters dated March 6, 2026, have granted their no-objection for the reclassification of Adani Commodities LLP and other entities forming part of the Adani Group from the “Promoter and Promoter Group” category to the “Public” category, pursuant to an application made by the Company in accordance with Regulation 31A of the SEBI Listing Regulations.

Change in Ownership and FOCC Status

Consequent to Adani Commodities LLP divesting its entire shareholding in the Company, Lence Pte. Ltd., a subsidiary of Wilmar International Limited, Singapore, has become the majority shareholder of your Company, holding 56.9A% of the paid-up equity share capital. By virtue of the aforesaid, your Company is now classified as a foreign owned and controlled company (FOCC) in accordance with the provisions of the

Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, read with the Consolidated FDI Policy issued by the Government of India, as amended from time to time.

Disclosures under the Employees Stock Option Scheme

Your Company has formulated the “AWL Employees Stock Option Scheme, 202A” (“Stock Option Scheme 2024”), implemented through the AWL Employees Welfare Trust, with the objective of attracting, retaining, and motivating employees by enabling them to participate in the equity ownership of the Company, thereby aligning employee interests with long-term value creation.

Under the Stock Option Scheme, 202A, your Company granted stock options during FY 2A-25 to eligible employees of the Company, including senior executives and key managerial personnel (excluding Independent Directors and Non-Executive Directors), at a discount to the prevailing market price of the Company's equity shares as on the relevant grant date. Further, during FY25-26, a second tranche of grants was announced under the Stock Option Scheme 202A to eligible employees on similar terms linked to the prevailing market price as on the respective grant dates. The Scheme is administered in compliance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (“SEBI SBEBS Regulations”) as amended from time to time. During the FY25-26, the Scheme was amended inter alia to provide for a cashless exercise mechanism and introduction of a loan facility to eligible employees (excluding Executive Directors) for facilitating exercise of options, subject to applicable laws and approvals.

In compliance with the SEBI SBEBS Regulations the requisite disclosures pertaining to the Stock Option Scheme 202A for the financial year ended March 31, 2026 are available on the Company's website at https://www.awl.in/employee-welfare- scheme/

Further, a certificate from the Secretarial Auditor confirming that the Stock Option Scheme 202A has been implemented in accordance with the SEBI SBEBS Regulations shall be placed on the website of the Company at https://www.awl.in/employee- welfare-scheme/.

Strategic Acquisition

Your Company has completed the acquisition of 80% stake in G.D. Foods Manufacturing (India) Private Limited, New Delhi, the owner of 'Tops' - one of India's leading sauces and pickles brand from its existing shareholders on April 16, 2025. Consequently G.D. Foods Manufacturing (India) Private Limited has become a subsidiary of your Company. The acquisition is in line with your Company's strategic objective of expanding its presence in the sauces and condiments category and strengthening its kitchen essentials portfolio with value-added products.

Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 7A of the Act read with rules made thereunder at the end of FY25-26 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 and it became a subsidiary of your Company:

• G.D. Foods Manufacturing (India) Private Limited, New Delhi.

The following ceased to be a subsidiary of your Company:

• AWL Edible Oils and Foods Private Limited had filed an application with the Ministry of Corporate Affairs (MCA) for striking off its name from the Register of Companies. The application was approved by the MCA, and accordingly, with effect from March 23 2026, the name of AWL Edible Oils and Foods Private Limited has been struck off from the Register of Companies. Consequently, the company stands dissolved.

As on March 31, 2026, your Company had following subsidiaries, associates and joint ventures:

A. Subsidiaries:

1) Golden Valley Agrotech Private Limited, India

2) AWL Agri Holdings Pte. Ltd., Singapore (formerly known as Adani Wilmar Pte. Ltd.)

3) Leverian Holdings Pte. Ltd., Singapore

A) Bangladesh Edible Oil Limited, Bangladesh

5) Omkar Chemical Industries Private Limited, India

6) G.D. Foods Manufacturing (India) Private Limited, India (w.e.f. April 16, 2025)

7) Tops Food & Beverages Trading LLC, Dubai [subsidiary of G.D. Foods Manufacturing (India) Private Limited] (w.e.f. April 16,2025).

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”)

A) 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).

As on March 31, 2026, your Company does not have any material subsidiary in terms of the provisions of the SEBI Listing Regulations, as amended. Pursuant to the provisions of Section 129, 13A 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 Integrated Annual Report.

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

Directors and Key Managerial Personnels

As of March 31, 2026, your Company's Board had 9 (nine) members comprising of A (four) Executive Directors, 1 (one) Non-Executive Non-Independent Director and A (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 a 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 Integrated Annual Report.

Appointment/Change in Designation of Directors and Key Managerial Personnel

During the year under review, the following changes took place in the Directorships and Key Managerial Personnel:

Appointment:

i. Mr. Shrikant Kanhere (DIN:07185218) serving as Chief Financial Officer (CFO) of your Company was appointed as Managing Director & Chief Executive Officer (CEO) for a period of 3 (three) years w.e.f. November A, 2025.

ii. Mr. Saumin Sheth (DIN: 035867A0) was appointed as Whole Time Director designated as Executive Director and Chief Operating Officer (COO) for a period of 3 (three) years w.e.f. November A, 2025.

Their appointments were approved by the shareholders vide ordinary resolution passed through Postal Ballot process on January 16, 2026.

Re-designation/Cessation:

• Mr. Kuok Khoon Hong (DIN:00021957) serving as Non-Executive Vice-Chairman of your Company was redesignated as Non - Executive Director w.e.f. November A, 2025.

• Mr. Angshu Mallick (DIN:02A81358) ceased to be the Managing Director and Chief Executive Off cer (CEO) and was re-designated as Executive Deputy Chairman of your Company w.e.f. November A, 2025.

• Mr. Shrikant Kanhere (DIN:07185218) stepped down as Chief Financial Officer (CFO) of your Company and Mr. Pankaj Goyal was appointed as Interim Chief Financial Officer w.e.f. November A, 2025.

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 the Articles of Association of your Company, Mr. Angshu Mallick (DIN: 02A81358) 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. Angshu Mallick and Mr. Ravindra Kumar Singh as Directors for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36 of the 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 1A9(6) and 1A9(7) 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, 201A, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The Board of Directors have taken on record declarations and confirmations made by the Independent Directors. Further, the Board of Directors of your Company has satisfied itself and is of the opinion that the Independent Directors possess relevant expertise and experience (including the proficiency) and are persons of integrity.

Based on the declaration received from the Directors, none of the Directors are disqualified under Section 16A(2) of the Act or are debarred by SEBI or any other statutory authority from holding a position as director as of March 31, 2026.

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. Shrikant Kanhere, Managing Director and Chief Executive Officer (w.e.f. November A, 2025)

• Mr. Angshu Mallick, Executive Deputy Chairman (w.e.f November A, 2025)

• Mr. Saumin Sheth, Executive Director and Chief Operating Officer (w.e.f. November A, 2025)

• Mr. Ravindra Kumar Singh, Whole Time Director

• Mr. Pankaj Goyal, Interim Chief Financial Officer (w.e.f. November A, 2025)

• 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, 2026, 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.

The minutes of the Meetings of all Committees are circulated to the Board for its noting. During the year, all recommendations of the Committees of the Board were accepted by the Board.

Number of meetings of the Board

The Board met 5 (five) 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 of your Company met on Monday, March 23, 2026, 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 FY 25-26.

The evaluation of the Board, its Committees and Directors was carried out in accordance with the provisions of the Act, the SEBI Listing Regulations and Guidance Note issued by SEBI in this regard. 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 Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors' meeting held on Monday, March 23, 2026 and also at the meetings of the Nomination and Remuneration Committee (“NRC”) and the Board meeting held on Tuesday, April 28, 2026. 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 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 aff rm 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 13A(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. i n the preparation of the Annual Financial Statements for the financial year ended March 31, 2026, 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 i.e as of March 31, 2026 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; and

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 Integrated Annual Report.

Risk Management

Your Company has in place a structured Risk Management Framework to identify, assess, and manage risks in a systematic manner. The Board has constituted a Risk Management Committee (RMC) to formulate, implement, and monitor the risk management policy and framework of your Company. The RMC periodically reviews the risk management plan and ensures its continued effectiveness. The Audit Committee provides additional oversight with respect to financial risks and the adequacy of internal 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 Integrated Annual Report.

Compliance Management Mechanism

Your Company has deployed a statutory compliance mechanism that provides guidance on broad categories of applicable laws and outlines processes for effective compliance monitoring. In furtherance to this, your Company has implemented 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 Integrated 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 FY25-26 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 Regulation 3A(2)(e) of the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

Corporate Governance Report

Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated under Regulation 3A of the SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company (“Code of Conduct”), who have aff rmed 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 Regulation 3A(2)(f) of the SEBI Listing Regulations, the BRSR for the FY 2025-26, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to BRSR, the Integrated Annual Report of your Company provides an insight on various ESG initiatives adopted by your Company.

Annual Return

Pursuant to Section 13A(3)(a) of the Act, the draft annual return as on March 31, 2026 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using https://www.awl.in/ annual-report-related-documents/.

Transactions with Related Parties

All 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 of your Company comprises of majority of the Independent Directors. 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 FY25-26 and hence does not form part of this report.

During the year, the material related party transactions to be entered into during the 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 27th Annual General Meeting held on June 26, 2025.

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 the provisions of Section 139 of the Act read with rules made thereunder, as amended, M/s. S R B C & Co. LLP, Chartered Accountants (Firm Registration No. 32A982E/ E300003) continue as the Statutory Auditors of your Company till the conclusion of 29th 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, 2025. The Notes to the financial statements referred to in the Auditors' Report are self-explanatory.

The Statutory Auditors of the Company have issued Audit Reports on the Standalone and Consolidated Annual Financial Statements of the Company for FY25-26 with unmodified opinion. The reports of Statutory Auditors on Standalone and Consolidated Financial Statements forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors' Reports.

Secretarial Auditors and Secretarial Auditors Report

In terms of provisions of Section 20A of the Act and the amended provisions of Regulation 2AA of the SEBI Listing Regulations, M/s SPANJ & Associates, Practicing Company

Secretaries (C. P. No. 106AA; Peer reviewed certificate no. 6A67/2025) have been appointed as 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.

Pursuant to the provisions of Section 20A of the Act, M/s. SPANJ & Associates, Practicing Company Secretaries, conducted Secretarial Audit of your Company for the FY25-26. The Secretarial Audit Report does not contain any qualification and is annexed as Annexure-C of this report.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 on Meetings of the Board of Directors and Secretarial Standard-2 on General Meetings 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 1A8(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 FY25-26.

Upon recommendation of the Audit committee, the Board has 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 26-27. A resolution seeking the approval of the shareholders to ratify the remuneration payable to the Cost Auditors for the FY 26-27 is provided in the Notice of the ensuing AGM.

The Cost accounts and records as required to be maintained under Section 1A8(1) of the Act are duly made and maintained by your Company.

Reporting fraud by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Company's officers or employees, to the Audit Committee, as required under Section 1A3(12) of the Act.

Particulars of Employees

Your Company had 2,881 (standalone basis) employees as of March 31, 2026.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201A, 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, 201A, 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 woman employee, 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.

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

During the year, no complaint of sexual harassment was reported.

The following is a summary of Sexual Harassment complaint(s) received and disposed of during the FY 25-26, pursuant to the POSH Act and Rules framed thereunder:

Particulars	Number
Number of complaint(s) of Sexual Harassment received during the FY25-26	Nil
Number of complaint(s) disposed of during FY25-26	Nil
Number of cases pending for more than 90 days (stipulated timeline under POSH)	Nil
Number of cases pending as on March 31 2026	Nil

Compliance with Maternity Benefit Act, 1961

Your Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. During the year under review, your Company has complied with the provisions of Maternity Benefit Act, 1961 as amended from time to time.

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, no complaint was received and/ or pending under the Vigil Mechanism/ Whistle Blower Policy of the Company.

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 13A(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 201A, 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 and 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 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 granted second tranche of stock options to subscribe for a total of A6,66,9A8 equity shares to eligible employees of the Company, (including senior executives and Key Managerial Personnel but excluding Non-Executive and Independent Directors) pursuant to 'AWL Employee Stock Option Scheme, 202A'.

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 operation in future.

A. 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 against your Company.

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.

8. The Company has not issued any sweat equity shares.

9. The Company has not raised any funds through preferential allotment or qualified institutional placement.

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 A1 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 NSE and BSE.

During the year under review, your Company has fully utilised the proceeds raised through its Initial Public Offering (IPO) in accordance with the objects stated in the offer documents. HDFC Bank Limited, acting as the Monitoring Agency, has confirmed the same in its report issued to the Company for the quarter ended September 30, 2025.

Imposition of fine

The Company received communications dated June 26, 2025, from BSE and NSE regarding the levy of a fine of Rs.9,AA0 each (inclusive of GST) for delayed XBRL submission of the Annual Secretarial Compliance Report under Regulation 2AA of SEBI Listing Regulations.

While the report had been submitted in PDF format within timelines (NSE: May 29, 2025; BSE: May 30, 2025), the XBRL filing was completed on June 5, 2025 due to inadvertent technical issues. The Company intimated the exchanges under Regulation 30 on June 27, 2025 and subsequently paid the fines on July 1, 2025.

Acknowledgement

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

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

For and on behalf of the Board of Directors
	Dorab E. Mistry
Place: Ahmedabad	Chairman
Date: April 28, 2026	(DIN: 072A511A)