ADANI WILMAR LIMITED

1 RED HERRING PROSPECTUS. Dated January 19, 2022. Please read Section 32 of the Companies Act, 2013. Book Built Issue ADANI WILMAR LIMITED . Our Company was incorporated on January 22, 1999 in Ahmedabad, Gujarat as a public company under the Companies Act, 1956, as amended pursuant to a certificate of incorporation dated January 22, 1999 issued by Registrar of Companies, Gujarat ( RoC ). Our Company commenced its operations pursuant to the certificate of commencement of business dated January 25, 1999 issued by the RoC. For details of registered office of our Company, see History and Certain Corporate Matters beginning on page 170.

2 Registered and Corporate Office: Fortune House, Near Navrangpura Railway Crossing, Ahmedabad 380009, Gujarat, India Contact Person: Darshil Lakhia, Company Secretary and Compliance Officer; Tel: +91-79-26455848. E-mail: Website: Corporate Identity Number: U15146GJ1999 PLC035320. OUR PROMOTERS: ADANI ENTERPRISES LIMITED , ADANI COMMODITIES LLP AND LENCE PTE. LTD. INITIAL PUBLIC OFFER OF UP TO [ ] EQUITY SHARES OF FACE VALUE OF 1 EACH ( EQUITY SHARES ) OF ADANI WILMAR LIMITED ( COMPANY OR ISSUER ) FOR CASH AT A PRICE. OF [ ] PER EQUITY SHARE AGGREGATING UP TO 36,000 MILLION ( ISSUE ).

3 THE ISSUE INCLUDES A RESERVATION OF UP TO [ ] EQUITY SHARES AGGREGATING UP TO 1,070 MILLION (CONSTITUTING UP TO [ ]% OF THE POST-ISSUE PAID-UP SHARE CAPITAL). FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES ( EMPLOYEE RESERVATION PORTION ) AND A RESERVATION OF UP TO [ ] EQUITY SHARES AGGREGATING UP TO 3,600 MILLION. (CONSTITUTING UP TO [ ]% OF THE POST-ISSUE PAID-UP SHARE CAPITAL) FOR SUBSCRIPTION BY ELIGIBLE AEL SHAREHOLDERS ( SHAREHOLDER RESERVATION PORTION ). IN. ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE SEBI ICDR.)

4 REGULATIONS ), THE SHAREHOLDER RESERVATION PORTION SHALL NOT EXCEED 10% OF THE ISSUE SIZE. THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION AND THE. SHAREHOLDER RESERVATION PORTION IS HEREINAFTER REFERRED TO AS NET ISSUE . THE ISSUE AND NET ISSUE SHALL CONSTITUTE [ ]% AND [ ]%, RESPECTIVELY, OF THE POST- ISSUE PAID-UP SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF EQUITY SHARES IS 1 EACH. THE PRICE BAND AND THE MINIMUM BID LOT SHALL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE MANAGERS AND. WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, AN ENGLISH NATIONAL DAILY NEWSPAPER, ALL EDITIONS OF JANSATTA, A HINDI NATIONAL DAILY NEWSPAPER.

5 AND REGIONAL EDITION OF JAI HIND, A GUJARATI NEWSPAPER, GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT, WHERE OUR REGISTERED AND CORPORATE OFFICE IS. LOCATED, WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED ( BSE ) AND. THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED ( NSE , AND TOGETHER WITH BSE, THE STOCK EXCHANGES ) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE. WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS. In case of any revision in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Issue Period not exceeding 10 Working Days.

6 In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid/Issue Period for a minimum of three Working Days, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the Managers and at the terminals of the Syndicate Members and by intimation to Designated Intermediaries and the Sponsor Banks, as applicable.

7 The Issue is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ( SCRR ) read with Regulation 31 of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers ( QIBs , the QIB Portion ), provided that our Company may, in consultation with the Managers, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations ( Anchor Investor Portion ), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price.

8 In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid bids being received at or above the Issue Price.

9 All potential Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount ( ASBA ) process providing details of Issue respective ASBA accounts, and UPI ID in case of RIBs using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, see Issue Procedure beginning on page 362.

10 RISKS IN RELATION TO THE FIRST ISSUE. This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is 1. The Floor Price, Cap Price and Issue Price should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing. GENERAL RISK. Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment.