Your Directors' have pleasure in presenting the 31^st Annual Report of the Company along with the Audited Financial
Statements for the financial year ("FY") ended March 31,2025.

1. FINANCIAL RESULTS

The financial statements have been prepared in
accordance with the applicable Indian Accounting
Standards. The year at a consolidated level witnessed
a robust 25% increase in revenue from operations and
18% rise in consolidated EBITDA. Consolidated income
grew by 23% year-on-year, exceeding guidance on
both income and EBITDA, reflecting the strength of
our execution capabilities and a high-quality order
book.

Your Company is aligned with our 3G Vision—Growth,
Green, and Governance, continues to lead in delivering
sustainable, high-margin water infrastructure
solutions. With a sharpened focus on return-accretive
projects, the Company is steadfast in its commitment

to long-term value creation and impact. Supported by
a strong consolidated order book of ' 14,354 Crore
and an active bid pipeline, we are well positioned
to drive sustained growth and enhance stakeholder
value.

Key highlights includes -- (i) exceeding consolidated
income and EBITDA guidance; (ii) a strategic emphasis
on high-margin water infrastructure projects that
reinforce long-term value creation; (iii) consolidated
cash and cash equivalents of ' 512.28 Crore; (iv) and
consolidated net worth of ' 2,709 Crore.

Demonstrating confidence in sustainable growth, our
commitment to creating lasting value for shareholders
remains unwavering.

STRONG FINANCIAL PERFORMANCE AT A GLANCE - FY 25 (CONSOLIDATED)

2. PERFORMANCE HIGHLIGHTS FOR THE YEAR AND OUTLOOK

a) EPC and BOT Business Revenue Summary - FY25

b) Since the last report the following developments took place

WATER VERTICAL

In alignment with government initiatives, for
developing water supply systems, sewage treatment
plants, and sanitation facilities in India, particularly in
urban areas, such as Atal Mission for Rejuvenation and
Urban Transformation (AMRUT), Smart Cities Mission,
Jal Jeevan Mission, and Swachh Bharat Mission which
focuses on enhancing water infrastructure, your
Company has continued to demonstrate sustainable
development and high-quality engineering in the
water vertical. A few details about this are provided
below:-

(i) Expansion of Water Portfolio: During FY 2024¬
25, your Company continued to strengthen its
water infrastructure vertical by increasing its
equity stake in Welspun Michigan Engineers
Limited (WMEL) from 50.10% to 60.09%.
Building on its success, your Company entered
the tunnelling segment by securing its maiden
order worth ?1,989.40 Crore (excl. GST) from the
Brihanmumbai Municipal Corporation ("BMC").
This project entails construction of the Dharavi-
Ghatkopar Tunnel, designed to transfer tertiary
treated wastewater from the Dharavi Wastewater
Treatment facility to Ghatkopar, marking a
significant milestone in the Company's growth
strategy.

Notably, your Company is already executing
construction of the Waste Water Treatment
Facility at Dharavi, Mumbai and WMEL is also
executing a tunnelling project for conveying
wastewater from Bapat Nalla and Safed Pul

Nalla to the same treatment facility. With these
strategic wins, the Company now oversees the
full water infrastructure value chain at Dharavi
WwTF—from wastewater inflow to treatment and
final transfer—marking a significant milestone in
integrated and sustainable water management.

Your Company has achieved steady progress in
the construction of the 418 MLD Wastewater
Treatment Facility and the 209 MLD Tertiary
Treatment Plant at Dharavi, Mumbai. As of
the date of reporting, approximately 40% of
the overall project scope has been completed.
The project is progressing as per schedule and
remains on track for completion by July 2027.

2,000 MLD Water Treatment Plant at Bhandup,
Mumbai, a landmark contract worth ?4,124
Crore (incl. GST) from BMC, Water Treatment
Plant at Bhandup, Mumbai, is set to be the
largest drinking water treatment facility in India
and Asia by capacity. This project is being
executed in partnership with Veolia, France,
a global leader in water technologies, and
integrates advanced international standards.
All statutory clearances and engineering
approvals were successfully obtained within the
FY, and construction commenced in April, 2025.
This project is expected to be completed by July,
2028, followed by 15 years of Operation and
Maintenance phase.

(ii)    Prestigious Award Recognition: Your Company
was honoured with the "Best Community Project
of the Year" at the Water Digest World Water
Awards 2024-25. This prestigious recognition
was awarded for the successful implementation
of wate supply schemes under the Jal Jeevan
Mission, aimed at delivering tap water to
approximately 40 Lakh rural residents across
2,500+ villages in the districts of Sant Ravidas
Nagar, Jaunpur, Ambedkar Nagar, Ayodhya, and
Bulandshahar in Uttar Pradesh.

(iii)    Rural Water Supply Initiatives: Your Company is
executing water supply schemes for over 2,500
villages across 5 districts of Uttar Pradesh viz.
Sant Ravidas Nagar, Jaunpur, Ambedkar Nagar,
Ayodhya, and Bulandshahr, amounting to ?4,263
Crore (including GST) under the Jal Jeevan
Mission. Majority work for the same is scheduled
for completion by FY 2025, and shall benefit
approximately 4 million rural residents, aligning
with Welspun World's vision of "Har Ghar se Har
Dil Tak Welspun".

(iv)    Strengthening Water Vertical: Your Company
strengthened its water business by onboarding
experienced professionals across key functions.
To enhance execution, digital tools like 5D BIM

and Power BI were adopted for real-time project
monitoring and collaboration. A centralized
dashboard now tracks execution, supply chain,
and billing, enabling efficient delivery of complex
water infrastructure projects.

(v) Robust Bid Pipeline: Your Company is focussed
on the projects that differentiates from others in
terms of complexity and technologies, besides
size. Having mapped opportunities in excess of
?3 Trillion, your Company is targeting projects in
following segments in the years to come.

•    Lift / Micro Irrigation projects.

•    Water Transmission and Treatment projects.

•    Wastewater Treatment project including
Recycle Reuse of treated water etc.

Your Company expect to bid projects worth over
? 50,000 Crore in FY26 in these segments.

TRANSPORTATION VERTICAL

In alignment with the government's plan for significant
investments, along with substantial allocations under
the National Infrastructure Pipeline (NIP), and a strong
growth trajectory in the road and highway sector, your
Company has continued to demonstrate sustainable
development and high-quality engineering in the
transportation vertical. A few details about this are
provided below:-

(i)    Progress on major projects: Construction of
one of the widest extra dosed bridge on Ganga
River from Aunta-Simaria Section of NH-31 in
Bihar has received Provisional Certificate for
Commercial Operation ("PCOD") dated June 03,
2025 from National Highways Authority of India
("NHAI") w.e.f. May 15, 2025.

The EPC work of Varanasi Aurangabad NH-2
is progressing well. Your Company is making
steady progress on the HAM Road project at
Sattanathapuram Nagapattinam and is confident
of accelerating momentum to achieve the
planned milestones on schedule.

(ii)    Strengthening Transportation Vertical: Your
Company has undertaken several initiatives to
strengthen its transportation vertical, including
implementing advanced design software by
introducing WEL Darpan V2.0 for interactive
project data visualization, launched Project Hawk
for live drone monitoring with AI tracking. Further it
has strengthened the supply chain management
team and supported the contractor's cash flow.

(iii)    Award-Winning Highway Project: Your
Company was honoured with the "Excellence
in Project Management" award by ASSOCHAM
for the Aunta-Simaria Road Project. Additionally,

it received the "Road Safety Excellence”

award at the World Safety Organisation Awards
2024 for exemplary OHS&E practices at the
Sattanathapuram-Nagapattinam Road Project.
The "Best Initiative” award at the FICCI Road
Safety Awards 2024 was also conferred upon your
Company for its impactful road safety measures
implemented on the Varanasi-Aurangabad Road
Project.

(iv) Robust Bid Pipeline: NHAI's current bid pipeline
remains healthy, with ~21,430 kms (54% HAM,
25% EPC, 4% BOT Toll) for awarding, and ~ 8.737
kms km (64% HAM, 30% EPC, 6% Others) under
DPR stage worth ? 7,50,000 Crore.

Your Company will be focusing on the upcoming
road projects on selective opportunities from
NHAI's bid pipeline, including BOT Toll, EPC and
HAM projects, along with state government
projects and tunnelling in the transportation
sector.

OIL & GAS

Adani Welspun Exploration Limited (AWEL), a joint
venture Company between the Adani Enterprises
Limited (AEL - holding 65%) and Welspun Enterprises
Limited (WEL - 35%), is involved in Oil and Gas
Exploration and Development. In its current portfolio,
the Company has three shallow water acreages along
the Western Offshore of India in the prolific Mumbai
Offshore Basin:-

(i)    Block Name- MB-OSN-2005/2 (NELP-VII bid
round) - Mumbai Offshore:-

AWEL holds 100% participating interest in this
block located offshore Mumbai. The exploration
phase was successfully completed with a gas
discovery as declared in March, 2021. An Early
Development Plan has been submitted for
regulatory approval, and steps are underway to
expedite early monetization.

(ii)    Block Name- B9 Cluster (DSF-1 bid round) -
Mumbai Offshore:-

AWEL holds 100% ownership interest in the
cluster, a discovered field offshore Mumbai,
adjacent to (MB/OSN/2005/2) and ONGC's
B-12 area. A Revised Filed Development Plan
("RFDP"), estimating a Gas Initially in Place
("GIIP") of 97 BCF, was prepared in collaboration
with an internationally acclaimed agency and

approved by the regulator. The RFDP leverages
the planned Early Monetization of the MB Block
through shared use of installed surface facilities
& pipeline infrastructure.

(iii) Block Name- C -37 (SDSF-1) - Mumbai
Offshore:-

AWEL holds 100% ownership interest in this
cluster, a discovered filed offshore Mumbai,
contiguous with its prospective exploratory
block (MB/OSN/2005/2). The earlier Operator
drilled two wells in the Block that produced
hydrocarbons in Commercial quantities. AWEL is
currently evaluating the Development strategy
for this asset in conjunction with its existing
Blocks in the vicinity to optimise cost.

STRATEGY

i)    Water Vertical

Water infrastructure is a dynamic and rapidly
evolving sector driven by growing population
demands, climate change, and the urgent
need for conservation and treatment of water
resources. With increasing focus on sustainability,
innovation in technologies across segments such
as freshwater, wastewater management, and
conveyance systems including tunnelling, the
water infrastructure is continuously shaping the
sector.

To tap into these emerging opportunities, your
Company plans to establish a dedicated Centre
of Excellence comprising of R&D experts,
domain specialists etc. This centre will focus
on developing a strategic roadmap to explore
and scale differentiated business models under
the water vertical, integrating technological
innovation, operational excellence, and a strong
people culture.

With above, your Company is poised to witness
significant and sustainable growth in water sector
across its facets and would continue to explore
opportunities in Treatment and Transmission
segments of water.

ii)    Transportation Vertical

Explore opportunities within state-level
infrastructure projects. Beyond traditional
roadworks, your Company is also targeting
potential ventures in the broader transportation
sector, particularly in tunnelling projects.

3. RETURN TO SHAREHOLDERS

Following is the snapshot of the dividend track record of your Company for previous FY's is given below:-
Return to Shareholders

I n respect of dividend declared during the previous
years, ?0.11 Crore remained unclaimed as on
March 31, 2025.

The Board has appointed Ms. Nidhi Tanna, Company
Secretary as the Nodal Officer for the purpose of
co-ordination with Investor Education and Protection
Fund Authority. Details of the Nodal Officer are
available on the website of the Company at
www.welspunenterprises.com

In accordance with the Distribution Policy - Return
to the Shareholders of the Company, the Board
endeavours to achieve distribution of an amount
of profit subject to maximum of 25% of Profit After
Tax for a financial year, on consolidated basis or
standalone basis, whichever is higher. For the FY
2024-25, the Board of Directors has recommended
a final dividend of ?3/- per equity share of the face
value of ?10/- each at the rate of 30% on the equity
shares, subject to shareholders' approval, amounting
to ?41.52 Crore, which represents 11.09% of profit
after tax from continuing operations on a consolidated
basis.

The final dividend, upon approval by the shareholders
at the 31^st Annual General Meeting ("AGM"), shall be
paid within a period of 30 (thirty) days to all eligible
shareholders whose name appears in the Register of
Members as on the record date, i.e. Friday, July 04,
2025. Pursuant to the amendments introduced under
the Income-Tax Act, 1961 by the Finance Act, 2020,
dividends distributed by the Company are now taxable
in the hands of the shareholders. Accordingly, the

Company shall make the payment of the final dividend
after deduction of tax at source, as applicable.

In terms of the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ("the SEBI Listing
Regulations"), the Company has formulated a Dividend
Distribution Policy.

The policy is available on the Company's website at:-
https://www.welspunenterprises.com/admin/uploads/
investerdata/policies/policies_1690355922.pdf

During the year, no amount was transferred to the
general reserve.

4.    FINANCIAL LIQUIDITY

Consolidated cash and cash equivalent as on
March 31, 2025, stood at ? 512.28 Crore vis-a-vis
?248.70 Crore in the previous year. The Company's
working capital management is robust and involves a
well organised process, which facilitates continuous
monitoring and control over receivables, inventories
and other parameters.

5.    INTERNAL FINANCIAL CONTROLS

Your Company maintains a strong internal control
system which is commensurate with the size,
scale and complexity of its operations. It prioritises
reinforcing financial and operational controls to
enhance transparency, accountability and efficiency
in its processes.

We adhere to a comprehensive internal control
framework that significantly impacts the reliability
of our financial reporting. This includes periodic
control testing to ensure both design and operational
effectiveness, the implementation of necessary
remedial measures, and continuous monitoring by our
Senior Management and the Audit Committee of the
Board.

Regular internal audits are a cornerstone of our
control system. These audits help identify and rectify
any design deficiencies or operational inefficiencies,
with improvement measures promptly recommended.
The Audit Committee of the Board reviews the
adequacy of these controls quarterly and/or regularly,
assessing specific processes to enhance systems and
outcomes.

At the start of each FY, your Company rolls out a
risk-based annual audit plan. This plan, is approved by
the Audit Committee, consisting solely of Independent
Directors, who aims to evaluate the efficacy and
adequacy of our internal control systems, ensure
compliance with policies and accounting procedures,
and verifies adherence to laws and regulations.

Our internal audits are conducted by an independent
external audit firm composed of qualified accountants
and industry experts. Based on their reports, we
take corrective actions as needed. Significant audit
observations, if any, and the corresponding corrective
actions are presented to the Audit Committee of
the Board, ensuring continuous improvement and
vigilance in our internal control systems. During the
year under review, no material observation has been
made by the Internal Auditors of the Company in
relation to the efficiency and effectiveness of such
controls.

Your Company has also implemented SAP S/4 HANA,
which serves as our core enterprise application
to enable real-time management and monitoring
of critical business functions, including sourcing,
procurement, finance, accounting, project execution,
and inventory. This transition enhances transparency,
accountability, and operational efficiency across the
organization. By offering real-time access to business
data, SAPS/4HANA supports improved strategic
decision-making and significantly reduces manual
interventions and associated errors. It also strengthens
internal controls, ensures better compliance readiness,
and provides a scalable platform to support future
digital expansion and upgrades.

6. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE
COMPANIES

Pursuant to the provisions of Section 129(3) of the Act
read with Rule 5 and 8 of the Companies (Accounts)
Rules, 2014, a statement containing salient features

of financial statements of subsidiaries in Form AOC-1

is attached herewith as Annexure 1.

The shareholders may also note that during the

financial year under review:-

a)    Your Company had acquired further stake
of 9.99% equity shares of Welspun Michigan
Engineers Limited ("WMEL") (formerly known as
Welpsun Michigan Engineers Private Limited) on
October 29, 2024, thereby increasing its stake
from 50.10% to 60.09%.

WMEL is positioned as a prominent EPC Company
in India with specialisation in niche business of
Tunnelling and Pipeline Rehabilitation in the
water & wastewater segment with diversified
projects in Mumbai, Delhi, Kolkata, Gujarat and
Odisha. It has executed variety of urban specialty
infrastructure projects including Marine, Bridges,
Sewage and Drainage involving mechanized
tunnelling solutions, pumping stations, lake taps
etc. Its current order book consists of Tunnelling
(61%), Pumping Station (19%), Rehabilitation
(12%), Bridge (7%), SmartOps (0.50%) and
Marine works (0.50%).

b)    Your Company, through its material subsidiary
WMEL, incorporated a step-down wholly-owned
subsidiary, Welspun SmartOps Limited, on
January 28, 2025. The entity aims to revolutionize
water reclamation in India using S.A.B.R.E.
(Stabilised Aerobic and Anaerobic Bioengineered
Reaction Environment) technology — a compact,
modular solution that mimics natural filtration to
deliver tertiary-treated water for commercial
and domestic use. This initiative supports the
Company's focus on sustainable innovation and
addresses critical issues of water scarcity and
quality through collaboration with municipal and
private sector stakeholders.

c)    Your Company divested its 19% equity stake in
Welspun Transformation Services Limited and
Welspun Global Services Limited, to Aryabhat
Vyapar Private Limited pursuant to the Board's
approval dated May 21, 2024, for a total
consideration of ?1.41 Crore and ?0.23 Crore
respectively.

d)    Your Company divested its 19% equity stake in
Welassure Private Limited, to Rakshak Securitas
Private Limited for a total consideration of ?0.95
Crore, pursuant to the Board's approval dated
February 03, 2025.

e)    Your Company divested its 100% equity stake
held in Kim Mandvi Corridor Private Limited

(KMCPL) (Formerly known as Welspun Project
(Kim Mandvi Corridor) Private Limited) and Build
Projects & Infra Private Limited (BPIPL) (Formerly
known as Welspun Build-Tech Private Limited),
non-operative wholly-owned subsidiaries,
to Sherry Exports Private Limited for a total
consideration of ?0.035 Crore and ?0.009 Crore,
pursuant to the Board's approval dated March 27,
2025. Consequently, both KMCPL and BPIPL
ceases to be the wholly-owned subsidiries of
your Company.

Financial statements of the subsidiaries/ joint
venture companies are hosted on the website of the
Company at https://www.welspunenterprises.com/
annual-report.php

The policy on Material Subsidiary as approved by the
Board is hosted on the website of the Company at
https://www.welspunenterprises.com/admin/uploads/
investerdata/policies/policies_1690356313.pdf

Consolidated Financial Statements

The Consolidated Financial Statements have been
prepared in compliance with the IndAS notified
under Section 133 of the Act read with Rule 3 of
the Companies (Indian Accounting Standards) Rules,
2015, as amended and other relevant provisions of
the Act. The said Consolidated Financial Statements
forms part of this Annual Report.

The separate audited financial statements in respect
of each of the subsidiary companies are open for
inspection and are also available on the website of
Company at https://www.welspunenterprises.com/
annual-report.php

The Company shall provide, free of cost, a copy of the
Financial Statements of its Subsidiary Companies to
the Members upon their request.

7. AUDITORS AND AUDITORS' REPORT

a) Statutory Auditors

The Members had at the 26^th AGM of the
Company held on June 30, 2020, approved the
re-appointment of MGB & Co. LLP, Chartered
Accountants (Firm Registration Number:
101169W/ W-100035) ("MGB") as the Statutory
Auditors of the Company for a second term of
5 (five) consecutive years, concluding at the
ensuing 31^st AGM.

In view of the expiry of MGB's term, your Company
initiated a structured evaluation process for
appointing new Statutory Auditors effective
from FY 2025-26. The Audit Committee, along

with the management, developed a detailed
eligibility and evaluation matrix, considering key
parameters such as experience, independence,
audit approach, sectoral understanding,
regulatory compliance, and audit quality.

Shortlisted firms were jointly assessed by the
Audit Committee and the core management
team. Evaluation scores were consolidated
confidentially by the Company Secretary and
presented to the Audit Committee. Based on this
process, the Audit Committee recommended to
the Board the appointment of M/s. Suresh Surana
& Associates LLP, Chartered Accountants (Firm
Regn. No. 121750W/W100010) ("SSA LLP"),
as the Statutory Auditors of your Company for
a term of 5 (five) consecutive years, from the
conclusion of the 31^st AGM till the conclusion
of the 36^th AGM to be held in the financial year
2030, at a remuneration of ? 0.51 Crore, subject
to the approval of shareholders.

SSA LLP, have confirmed their eligibility to be
appointed as the Statutory Auditors of the
Company under Sections 139 and 141 of the
Act and the applicable Rules. Additionally, as
required by the SEBI Listing Regulations, the
Auditors have confirmed that they hold a valid
certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India.

SSA LLP and affiliates is a member of RSM
International since 1996. It has been ranked
amongst India's top 7 audit, tax and consulting
groups in India (International Accounting Bulletin
2013-2023 India Surveys). The firm is compliant
with ISO 9001 and ISO 27001 for key locations,
inspections and ICAI peer reviews on regular
basis. It is empanelled with NHAI, CAG, Cert-in,
PCAOB and other regulators. The firm has a Pan
- India presence with offices in 13 key cities and
group strength of about 3,000 personnel.

AUDITOR'S REPORT

The Auditor's Report on the financial statements
of the Company for the year ended March 31,
2025, forms part of this Annual Report. The said
report was issued by MGB with an unmodified
opinion and does not contain any qualifications,
reservations or adverse remarks. Auditor's Report
is self-explanatory and therefore, does not require
further comments and explanation. The Audit
Committee reviews the independence and
objectivity of the Auditors and the effectiveness
of the Audit process. Further, MGB's hold a valid

certificate issued by the Peer Reviews Board of
the Institute of Chartered Accountants of India.

Total fees for all services paid by the Company
and its subsidiary/ joint venture/ associate
companies, on a consolidated basis, to the
Auditors and all entities in the network firm/
network entity of which the auditor is a part
during the FY 2024-25 is ?0.81 Crore.

b) Internal Auditors

Pursuant to Section 138(1) of the Act read
with the Companies (Accounts) Rules, 2014,
your Company is required to appoint an Internal
Auditor to conduct internal audit of the functions
and activities of your Company.

As a measure of good governance practices and
in view of periodic rotation, it was recommended
by the Audit Committee to rotate the Internal
Auditors of your Company Auditors of your
Company. Accordingly, your Company initiated
a structured evaluation process for appointing
new Internal Auditors effective from FY 2025¬
26. The Audit Committee, along with the
management, developed a detailed eligibility and
evaluation matrix, considering key parameters
such as experience, independence, audit
approach, sectoral understanding, regulatory
compliance, and audit quality.

Shortlisted firms were jointly assessed by the
Audit Committee and the core management
team. Evaluation scores were consolidated
confidentially by the Company Secretary and
presented to the Audit Committee. Pursuant to
the provisions of Section 138 of the Act, read
with the Companies (Accounts) Rules, 2014,
and based on the recommendation of the Audit
Committee, the Board approved appointment of
Deloitte Touche Tohmatsu India LLP, Chartered
Accountants (LLP Identification No. AAE-8458) to
conduct the internal audit of your Company for
the period of 3 (Three) years i.e. from FY 2025-26
to FY 2027-28 at a remuneration of ? 0.50 Crore
for the FY2025-26 (excluding applicable taxes
and out-of-pocket expenses).

Deloitte India is one of the leading professional
services firms with a rich legacy of serving
bestin-class clients across the Country.
Operating through four key service lines - Audit &
Assurance, Tax, Strategy, Risk & Transaction, and
Technology & Transformation, Deloitte provides
comprehensive solutions to a diverse client
base. Globally, Deloitte has a presence in more
than 150 countries with a workforce exceeding

457,000 professionals. In India alone, the firm
employs over 31,000 professionals across 14
cities. Deloitte member firms serve 76% of the
2023 Fortune 500 Companies, and in India, the
firm's clientele includes 153 out of 185 companies
in the Energy, Resources & Industrials sector.
According to the Gartner Market Share Report
2022, Deloitte was ranked No. 1 in consulting
services worldwide. The firm maintains a strong
focus on six core industries and 21 sectors
globally, offering targeted services within each
sector. Deloitte also leverages innovative tools
such as the "Industry Prints" Tool to capture
best-practice business processes along with
associated control objectives and risks.

c) Cost Auditors

Pursuant to Section 148 of the Act read with
the Companies (Cost Records and Audit)
Amendment Rules, 2014, your Company is
required to maintain cost records as specified
by the Central Government. Accordingly, your
Company has maintained cost accounts and
records in the prescribed manner. The records
maintained by your Company under Section 148
of the Act are required to be audited by the Cost
Accountant.

Your Company had appointed M/s. Kiran J.
Mehta & Co., Cost Accountants (Firm Registration
No. 000025), as the Cost Auditors of the
Company for auditing cost accounting records
for the FY 2024-25. The Cost Audit Report for
the FY 2024-25 is free from any disqualifications
as specified under Section 141 (3) and proviso to
Section 148(3) read with Section 141(4) of the
Act.

Based on the recommendation of the Audit
Committee, the Board appointed M/s. Kiran J.
Mehta & Co., Cost Accountants (Firm Registration
No. 000025), as the Cost Auditors to conduct
audit of the cost records of your Company for
the FY 2025-26 at a remuneration of ?0.036
Crore (excluding applicable taxes and out-of¬
pocket expenses). Your Company has received
a certificate from M/s. Kiran J. Mehta & Co.,
confirming their confirming their independent
status and providing their consent that they are
not disqualified from being appointed as the Cost
Auditors of the Company.

In terms of the provision of Section 148 of the Act
read with Rule 14 of the Companies (Audit and
Auditors), Rules, 2014, the remuneration payable
to the Cost Auditor is required to be ratified by the

Members. Accordingly, an ordinary resolution, for
ratification of remuneration payable to the Cost
Auditor for the FY 2025-26, forms part of the
Notice of the 31^st ensuing AGM.

M/s. Kiran J Mehta & Co., a partnership firm
of Cost Accountants, is functioning for last
three decades. It started in the year 1977 as
a proprietorship concern by Mr. Kiran J Mehta.
Mr. Mehta was awarded Certificate of Merit in the
intermediate as well as the final, examinations of
ICWAI at the national level. The firm has its head
office at Ahmedabad and a Branch at Vadodara.

The Cost Audit Report for the FY 2023-24,
was e-filed with Ministry of Corporate Affairs,
Government of India on August 27, 2024 and for
the FY 2024-25. It shall be filed on or before
September 30, 2025.

d) Secretarial Auditors

I n accordance with the provisions of Section
204 of the Act and the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, your Company had appointed
M/s. Mihen Halani & Associates, (COP No.: 12015),
a peer reviewed firm of Company Secretaries in
Practice, to undertake the Secretarial Audit of the
Company for the FY 2024-25. The Secretarial
Audit Report, annexed as Annexure 2, does not
contain any observation or qualification requiring
explanation or comments from the Board.

Further, pursuant to the amended provisions
of Regulation 24A of SEBI Listing Regulations
and Section 204 of the Act read with Rule
9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Audit Committee and the Board have
approved and recommended the appointment
of M/s. Mihen Halani & Associates, (COP No.:
12015), a peer reviewed firm of Company
Secretaries in Practice, as Secretarial Auditors of
the Company to conduct the secretarial audit for
a term of 5 (five) consecutive years commencing
from the conclusion of 31^st AGM to the conclusion
of the 36^th AGM i.e. from the FY 2025-26 upto
FY 2029-30 at a remuneration of Rs. 0.02 Crore
for the FY 2025-26, subject to approval of the
members by way of an ordinary resolution as
proposed in the Notice of 31^st ensuing AGM of
the Company.

Mihen Halani & Associates (MHA), established
in 2013, is a reputed governance advisory and
secretarial firm, known for its deep domain
expertise across a wide range of corporate law

and compliance areas. The firm serves listed and
unlisted entities and provides strategic guidance
on corporate governance matters, maintaining a
commitment to professional ethics, timeliness,
and quality.

MHA have provided their consent for appointment
as Secretarial Auditors of the Company and
confirmed that their aforesaid appointment
is within the prescribed limits under the Act &
the Rules made thereunder and SEBI Listing
Regulations. They have also confirmed that they
are not disqualified from being appointed as
Secretarial Auditors of your Company.

Secretarial Audit Report of Material Unlisted
Subsidiary(ies)

In accordance with Regulation 24A of SEBI
Listing Regulations, the Secretarial Audit
Reports of the material unlisted subsidiary(ies)
for FY2024-25, i.e. Welspun Michigan Engineers
Limited ("WMEL"), Welspun Aunta-Simaria
Project Private Limited ("WASPL") and Welspun
Sattanathapuram Nagapattinam Road Private
Limited ("WSNRPL"), are annexed as Annexure
3, 4 and 5 to this report.

The Secretarial Audit Reports of these
subsidiaries confirm that they have complied
with the applicable provisions of the Act, Rules,
Regulations, and Guidelines, and does not
contain any qualifications, reservations, adverse
remarks, or disclaimers.

Annual Secretarial Compliance Report

In compliance with Regulation 24A of the
SEBI Listing Regulations, your Company had
filed its Annual Secretarial Compliance Report
for FY 2024-25 to the Stock Exchanges on
May 27, 2025, within the prescribed time limits.
Your Company has also complied with the
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

e) Details in respect of frauds reported
by auditors other than those which are
reportable to the Central Government

During the year under review, neither the
Statutory Auditors, the Internal Auditors, the
Cost Auditors nor the Secretarial Auditors have
reported to the Audit Committee or the Board,
under Section 143(12) of the Act, any instances
of fraud committed against the Company by its
officers or employees, and therefore disclosure
of details under Section 134(3)(ca) of the Act is
not applicable.

8. SHARE CAPITAL, DEBT STRUCTURE AND ITS
LISTING

i)    Authorised Share Capital

During the year under review, there was no
change in the authorised share capital of the
Company.

ii)    Issue of equity shares with differential
rights

Your Company does not have any equity shares
with differential rights and hence no disclosures
is required to be given under Rule 4(4) of the
Companies (Share Capital and Debentures)
Rules, 2014.

iii)    Issue of sweat equity shares

During the year under review, your Company has
not issued any sweat equity share and hence no
disclosures is required to be given under Rule
8(13) of the Companies (Share Capital and
Debentures) Rules, 2014.

iv)    Issue of employee stock options

The particulars required to be disclosed pursuant
to the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, and Rule 12(9)
of the Companies (Share Capital and Debentures)
Rules, 2014, are given below for the FY 2024-25.

There was no change in the issued/paid up capital
of the Company pursuant to exercise of options
as the same were transferred to the grantee from
the equity shares held by Welspun Enterprises
Employees Welfare Trust.

Disclosure as required under Part-F of
Schedule I of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations,
2021, are available on the website of the
Company at www.welspunenterprises.com/
shareholder-information.php

M/s. Mihen Halani & Associates, Company
Secretaries, Secretarial Auditors of the Company
have issued a certificate with respect to the
implementation of aforesaid Schemes and a copy
of the same shall be available for inspection at the
registered office of the Company. The members
can also obtain the same by writing to us at
Companysecretarv_wel@welspun.com

v)    Provision of money by Company for
purchase of its own shares by employees
or by trustees for the benefit of employees

Your Company has not made any provision of
money for the purchase of, or subscription for,
shares in the Company, to be held by or for the
benefit of the employees of the Company and
hence the disclosure as required under Rule
16(4) of the Companies (Share Capital and
Debentures) Rules, 2014, is not required.

vi)    Issue of debentures

During the year under review, your Company has
not issued/ allotted any debentures.

vii)    Listing with the Stock Exchanges

Your Company's equity shares are listed on the
BSE Limited ("BSE") and the National Stock
Exchange of India Limited ("NSE") (hereinafter
collectively referred to as "Stock Exchanges")

9. DISCLOSURE WITH RESPECT TO SHARES HELD IN UNCLAIMED SUSPENSE ACCOUNT

The details of shares held in unclaimed suspense account as required to be disclosed pursuant to Point F of Schedule
V of the SEBI Listing Regulations, are as under:-

To mitigate unintended challenges on account of
freezing of folios, SEBI vide its Circular No. SEBI/HO/
MIRSD/POD101/P/CIR/2023/181 dated November 17,
2023, has done away with the provision with respect to
freezing of folios not having PAN, KYC, and Nomination
details. Shareholders may also refer to relevant FAQs
published by SEBI on its website and can be viewed
at the following link at https://www.sebi.gov.in/sebi_
data/faqfiles/jan-2024/1704433843359.pdf

SEBI with effect from April 1, 2019, has barred
physical transfer of shares of listed companies and
mandated transfers only in demat mode. SEBI in
continuation of its efforts to enhance ease of dealing
in securities market by investors has mandated the
listed entities to issue securities for the following
investor service requests only in dematerialised
form:- transmission, transposition, issue of duplicate
share certificate, renewal/exchange of securities
certificate, endorsement claim from unclaimed
suspense account, sub-division/splitting of securities
certificate, consolidation of securities certificates/
folios, transmission, and transposition. Your Company
will issue a letter of confirmation, which needs to

be submitted to Depository Participant(s) by the
respective shareholder to get credit of the securities
in dematerialized form to his/her account. In view of
the numerous advantages offered by the Depository
system as well as to avoid frauds, members holding
shares in physical form are advised to avail the facility
of dematerialization from either of the Depositories.

Further, SEBI has also simplified the process for
transmission of shares and issue of duplicate share
certificates to make it more efficient and investor
friendly. The manner and process of making
application as per the aforesaid revised framework
and operational guidelines thereto are available
on the website of the Registrar and Share Transfer
Agent ("RTA") at https://web.in.mpms.mufg.com/
client-downloads.html

Transactions involving issue of share certificates,
namely, issuance of duplicate share certificates,
split, re-materialisation, consolidation, and renewal
of share certificates, etc. are approved by the Share
Transfer, Investor Grievance and Stakeholders'
Relationship Committee of the Board of Directors of

the Company. After due verification, the requests for
dematerialisation of shares are processed by RTA
and confirmation thereof is given to the respective
Depositories i.e., National Securities Depository
Limited ("NSDL") and Central Depository Services
Limited ("CDSL"), within the prescribed time limit.

During the year, all the requests received from
the shareholders by the Company or its RTA were
addressed in accordance with the timelines as
prescribed by the statutory authorities, from time to
time.

10.    FINANCE

a)    Credit Rating

The Credit ratings reflects your Company's
diversified business risk profile, established
brand, strong market position in the infrastructure
sector, with growth prospects remaining robust
due to its focus on project excellence, timely
execution, asset light model and delivering value
through quality infrastructure.

The details of credit ratings of your Company
for the FY2024-25 is presented under point
no. 14(l) of the Corporate Governance Section
forming part of this Annual Report.

b)    Deposits

During the year under review, your Company
has neither accepted nor renewed deposits
from the public falling within the ambit of Section
73 and 74 of the Act, read together with the
Companies (Acceptance of Deposits) Rules,
2014. Further, no amount on account of principal
or interest on deposit was outstanding as at the
end of the year under report.

The requisite return for the FY 2024-25 with
respect to the amount(s) not considered as
deposits has been filed with the Ministry of
Corporate Affairs. The Company does not have
any unclaimed deposits as on the date of this
report.

11.    EXTRACT OF THE ANNUAL RETURN

In accordance with Section 92(3) read with
Section 134(3)(a) of the Act and the Companies
(Management and Administration) Rules, 2014, the
Annual Return of the Company as of March 31,2025,
in e-Form MGT-7, is available on the Company's
website at https://www.welspunenterprises.com/
company-disclosure.php

The Annual Return will be filed with the Registrar of
Companies within the timelines prescribed under the
Act.

12. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

I. ENERGY CONSERVATION

FY 2024-25 marked a year of steady execution
in your Company's sustainability journey, with
tangible advances in energy optimisation and
early-stage decarbonisation efforts across the
project sites. The Company's approach focused
on integrating practical, scalable measures that
improve resource efficiency while laying the
groundwork for long-term climate alignment.

Given below are some of the initiatives
undertaken by your Company that key highlights
our continuous effort to enhance energy
efficiency.

a) The steps taken or impact on conservation

of energy

•    Energy Efficiency in Site Operations
and Facilities: The Company continued
to adopt energy-efficient equipment
across the project offices and facilities.
This includes the use of BEE-rated
HVAC systems and LED lighting
to lower electricity consumption.
These installations, which were
initiated in previous years, are now
integrated into the Company's broader
ESG management and operational
efficiency frameworks.

•    Operational Efficiency through
Low-Carbon Construction:

The Company implemented
energy-efficient construction practices
such as the use of high-performance
superplasticisers and curing
compounds to lower the water-cement
ratio, thereby reducing cement
consumption without compromising
strength. Cement being a high-energy
material, this led to reduced embodied
energy in construction activities.

•    Energy conservation through
Material Efficiency Measures: Use of

mechanical rebar couplers eliminated
the need for lap joints in steel
reinforcements, resulting in reduced
steel consumption and energy savings.
Additionally, industrial by-products like
fly ash and pond ash were adopted
to replace virgin-natural materials
- cement and soil, reducing energy

use during material extraction and
processing.

•    Integrated ESG Data Governance
for Energy Oversight: The rollout of
the centralised WEL ESG Data Hub
enabled real-time tracking of over
42 resource and energy indicators
across projects. With the support of
36 ESG Champions and 32 SPOCs,
the platform supports decision-making
with granular, actionable insights—
enhancing operational efficiency and
energy performance monitoring.

b)    The steps taken by the Company for
utilising alternate sources of energy

•    Deployment of Solar Solutions:

Decentralised solar energy systems of
15,796 KWH capacity were deployed
at remote water infrastructure sites
under the Uttar Pradesh Jal Jeevan
Mission. These initiatives reduced grid
dependency and improved energy
self-sufficiency at project locations,
demonstrating the feasibility of clean
energy integration.

•    Baseline and Tracking for
Decarbonisation: Scope 1 and
2 emissions were systematically
tracked, and a Scope 3 emissions
baseline was developed using a
spend-based approach. This holistic
emission mapping is guiding the
Company's roadmap for climate action
and carbon reduction, including
identification of clean alternatives and
supplier engagement. Decarbonisation
servicing machines & EV Fleet are
deployed at sites.

•    Foundation for Carbon Market
Readiness: Through enhanced
emissions tracking and low-carbon pilot
initiatives, the Company is aligning its
energy-related sustainability practices
with long-term decarbonisation
pathways. These efforts also
strengthen its readiness for future
carbon credit opportunities.

c)    The capital investment on energy
conservation equipment

The same is provided in BRSR Section
forming part of this Annual Report.

o Reduction in manual interventions
and associated errors.

o Stronger internal controls and
compliance readiness.

o Scalable platform for future digital
expansion and upgrades.

•    CV Sangrah: An Al-enabled CV
repository integrated with the careers
portal, supporting efficient candidate
shortlisting and live tracking of open
positions for streamlined hiring.

•    3D/4D/5D BIM: Implemented on the
Dharavi project for enhanced building
coordination using clash detection tools
and time/cost-integrated modelling,
ensuring issue-free construction and
proactive planning.

These initiatives reflect your Company's
strong focus on digital transformation
and process excellence, setting new
benchmarks in infrastructure execution.

b) I n case of imported technology (imported
during the last three years reckoned from
the beginning of the FY): Not Applicable

c)    Expenditure incurred on Research and
Development: Nil

III. Foreign exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual
inflows during the year and the Foreign Exchange
outgo during the year in terms of actual outflows:
During the FY 2024-25, there were no foreign
exchange earnings and outgo.

13. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The CSR initiatives of your Company is enshrined in the
three E's which have become guiding principles of the
CSR initiatives: Education, Empowerment (of Women)
and Environment & Health. During the FY 2024-25,
your Company has spent ?5.09 Crore towards CSR
expenditure, as outlined in Schedule VII of the Act and
according to the CSR Annual Action Plan approved
by the CSR Committee and the Board from time to
time. This expenditure was managed through Welspun
Foundation for Health and Knowledge ("WFHK").

The CSR Committee confirms that the implementation
and monitoring of the CSR Policy was done in
compliance with the CSR objectives and policy of the
Company.

The annual report on the CSR activities undertaken
during the FY ended March 31,2025, is in accordance
with Section 135 of the Act and the Companies
(Corporate Social Responsibility Policy) Rules, 2014
("CSR Rules") as set out in Annexure 6 to this Report.
During the year, no revision was made to the CSR
Policy of the Company.

The CSR Policy is hosted on the website of the Company
at https://www.welspunenterprises.com/admin/
uploads/investerdata/policies/policies_1713252425.
pdf

14. DETAILS OF ESTABLISHMENT OF CODE OF
CONDUCT FOR REGULATING, MONITORING
AND REPORTING OF TRADING BY INSIDERS

I.    Code of Conduct for Regulating,
Monitoring and Reporting of Trading by
Insiders:-

Your Company has established a Code of Conduct
for Regulating, Monitoring and Reporting of
Trading by Insiders ("PIT Policy") for designated
persons, connected persons and the insiders as
defined under the SEBI (Prohibition of Insider
Trading) Regulations, 2015 ("PIT Regulations").
The PIT Policy ensures appropriate measures to
prevent unfair practices. The Audit Committee
reviews the Institutional Mechanism for the
prevention of insider trading. Additionally,
periodic training sessions are organized for
creating awareness amongst the insiders about
the PIT Policy and the PIT Regulations.

The PIT Policy is hosted on the website of the
Company at https://www.welspunenterprises.
com/admin/uploads/investerdata/policies/
policies_1710239102.pdf

II.    Code of Practices and Procedures of
Fair Disclosures of Unpublished Price
Sensitive Information:-

The Code ensures fair disclosure of events and
occurrences that could impact price discovery in
the market.

The Policy is hosted on the website of the
Company at https://www.welspunenterprises.
com/admin/uploads/investerdata/policies/
policies_1747379246.pdf

III.    Internal Control Mechanism to prevent
Insider Trading:-

To ensure compliance with the provisions of the
SEBI PIT Regulations, and to prevent instances of

Insider Trading, the Company has implemented
a robust internal control mechanism. As part of
this mechanism, your Company has adopted
a compliance tracking software, 'InsiderLens',
which monitors and tracks trading activities of
designated persons, connected persons, and
insiders.

The Audit Committee periodically reviews
compliance with the said regulations, including
the effectiveness of internal controls and the use
of the compliance software, to ensure adherence
and enhance transparency in dealing with the
Company's securities.

15. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Your Company actively strives to adopt best practices
to ensure the effective functioning of the Board.
It emphasises the importance of having a truly
diverse Board whose collective wisdom and strength
can be leveraged to create greater stakeholder
value, protect their interests, and uphold better
corporate governance standards. Your Company's
Board comprises of eminent professionals with
proven competence and integrity. They bring in vast
experience & expertise, strategic guidance and strong
leadership qualities.

Your Company's Board comprises of a mix of executive
and non-executive directors with considerable
experience and expertise across a wide range of fields
such as policy shaping & industry advocacy, strategy
& business management, finance & accounts, ESG,
brand building. The details of the directors and their
meetings held during the FY under review is given in
the Corporate Governance section, forming part of
this Annual Report.

a) Changes in Directors

During the year, following changes took place in
the Board:-

The Board of Directors of your Company at
their meeting held on May 26, 2025, based on
the recommendation of the Nomination and
Remuneration Committee ("NRC"), inter alia,
approved the following re-appointments, subject
to the approval by the members of the Company:-

1. Re-appointment of Mr. Balkrishan Goenka
(DIN: 00270175) as the Whole-time
Director ("WTD") & designated as the
Executive Director and Chairman of the
Company:-

Re-appointment of Mr. Balkrishan Goenka
(DIN: 00270175) as the WTD designated
as the Executive Chairman for a further
term of One (1) year commencing from
June 01, 2025 upto May 31, 2026, (both

days inclusive), not liable to retire by
rotation.

2.    Re-appointment of Mr. Sandeep Garg (DIN:
00036419) as the Managing Director
("MD"):-

Re-appointment of Mr. Sandeep Garg, (DIN:
00036419) as the MD for a further term of
One (1) year commencing from June 01,
2025 to May 31,2026, (both days inclusive),
liable to retire by rotation.

The requisite declarations and eligibility
confirmations under the provisions of
the Act and SEBI Listing Regulations was
received from Mr. Goenka and Mr. Garg for
considering their re-appointments. It was
also confirmed that the director(s) have not
been debarred from holding the office of
director by virtue of any SEBI order or any
other such authority.

Brief profiles of Mr. Goenka and
Mr. Garg are available on the Company's
website at https://www.welspunenterprises.
com/about-us.php.

The resolution for the re-appointment of
Mr. Goenka and Mr. Garg are being placed
for the approval of the members of the
Company at the ensuing AGM. The required
information as stipulated under Regulation
36 of the SEBI Listing Regulations and
Secretarial Standard on General Meetings
issued by ICSI, has been disclosed in the
Notice of the 31^st AGM.

3.    Retirement by rotation and subsequent
re-appointment:-

In accordance with the provisions of Section
152 and other applicable provisions, if any,
of the Act, and the Articles of Association
of your Company, Mr. Rajesh Mandawewala
(DIN: 00007179), Non-Executive Director of
your Company, is liable to retire by rotation
at the ensuing AGM, and being eligible has
offered himself for re-appointment.

Based on performance evaluation and
recommendations of the NRC, the
Board recommends to the members, his
re-appointment as a Non-Executive Director
of the Company, liable to retire by rotation.

Brief profile of Mr. Mandawewala is available
on the Company's website at https://
www.welspunenterprises.com/about-us.
php.

The resolution for re-appointment of
Mr. Mandawewala is being placed for the

approval of the members at the ensuing
AGM. The required information as stipulated
under Regulation 36 of the SEBI Listing
Regulations and Secretarial Standard on
General Meetings issued by ICSI, has been
disclosed in the Notice of the 31^st AGM.

b)    Key Managerial Personnel's (“KMPs')

In terms of Section 203 and Clause 2(51) of
the Act, below mentioned personnel(s) were
designated as the KMPs of the Company for the
FY25:-

•    Mr. Balkrishan Goenka, Whole-time Director
& Chairman

•    Mr. Sandeep Garg, Managing Director

•    Mr Abhishek Chaudhary, Chief Executive
Officer*

•    Mr. Lalit Kumar Jain, Chief Financial Officer

•    Ms. Nidhi Tanna, Company Secretary and
Compliance Officer

*Appointed w.e.f. November 04, 2024.

c)    Remuneration policy and criteria for
selection of candidates for appointment as
Directors, KMPs and Senior Management

The Company has in place a policy for
remuneration of Directors, KMPs and Senior
Management as well as a well-defined criterion
for the selection of candidates for appointment
to the said positions, which has been approved
by the Board. The Policy broadly lays down the
guiding principles, philosophy and the basis for
payment of remuneration to the Executive and
Non-Executive Directors (by way of sitting fees
and commission), KMPs and Senior Management.
The criteria for the selection of candidates for
the above positions cover various factors and
attributes, which are considered by the NRC and
the Board while selecting candidates.

The policy on remuneration of Directors,
KMPs and Senior Management is hosted
on the website of the Company at https://
www.welspunenterprises.com/admin/uploads/
investerdata/policies/policies_1690356370.pdf

d)    Managerial Remuneration

The remuneration to the Executive Directors
includes the fixed pay and the variable pay or
commission. The variable pay is determined
by the NRC after factoring the individual
performance, i.e. KPIs achieved and the
Company's performance. There is no clawback
provision in the remuneration paid to the

Executive Directors of the Company. In terms
of applicable laws, there is no mandatory stock
ownerships requirement for the Executive
Directors.

NRC administers the stock and performance
incentives plans of the Company and determines
the eligibility of all the employees including
the Executive Directors. Particulars of the
remuneration payable to the Executive Directors
of the Company for the year under report is as
under:-

#    the Company has provided for commission, at the
rate of 2% of consolidated profits, in the financial
statement of the Company.

^A excludes ' 2.50 Crore (fixed + variable) paid for the
FY 24-25 from Adani Welspun Exploration Limited
("Associate Company”)

*    the Board of your Company approved and
recommends to the members, re-appointment of Mr.
Goenka as the Whole-time Director and Chairman
and Mr. Sandeep Garg as the Managing Director of
your Company for a further tenure of 1 (One) year
w.e.f. June 01, 2025

Mr. Sandeep Garg, Managing Director of
your Company, was neither in receipt of any
commission from the Company nor remuneration
or commission from the subsidiary company(ies).

Mr. Balkrishan Goenka, Chairman (Executive)
of your Company, who was in receipt of
remuneration of ? 7.50 Crore from the Company
and was eligible for commission of 2% of the
annual profit (excluding profit/(loss) from capital
receipts and assets disposition) of the Company
on a consolidated basis amounting to ? 7.16
Crore for the FY 2024-25, was not in receipt
of any remuneration or commission from the
subsidiary company(ies).

e) Declaration by the Independent Director(s)

The Independent Directors have given a
declaration that they meet the criteria of
independence as provided under Section 149(6)
of the Act and the SEBI Listing Regulations, at the
beginning of the year and that there is no change
in the circumstances as on the date of this report
which may affect their status as an Independent
Director of your Company.

Your Board confirms that in its opinion, the
Independent Directors fulfills the conditions as
prescribed under the Act and the SEBI Listing
Regulations, and they are independent of the
management. The Independent Directors on
the Board of your Company are registered
with the Indian Institute of Corporate Affairs
("IICA"), Manesar, Gurgaon as notified by the
Central Government under Section 150(1) of
the Act and Rules and they have cleared the
online proficiency self-assessment test within
the time prescribed by the IICA. Further, in the
opinion of the Board, the Independent Directors
possess requisite skills, expertise, experience
and integrity. For details on the required skills,
expertise, experience, please refer to the
disclosure made in the Corporate Governance
Section, forming part of this Annual Report.

None of the Directors of your Company are
disqualified from being appointed as Directors
as specified under Section 164(1) and Section
164(2) of the Act read with Rule 14(1) of the
Companies (Appointment and Qualifications
of Directors), Rules, 2014 or are debarred or
disqualified by the SEBI, MCA or any other such
statutory authority.

Test of independence based on criteria given
in SEC (USA) Rule 4200, it is affirmed that the
Independent Directors:-

a)    were not employed by the Company in an
executive capacity within the last five years;

b)    have not accepted or have a "Family
Member who accepts any payments from
the Company or any parent or subsidiary of
the Company in excess of $60,000 during
the current fiscal year", other than those
permitted by SEC Rule 4200 definitions,
including:-

i)    payments arising solely from
investments in the Company's
securities; or

ii)    payments under non-discretionary
charitable contribution matching
programs. Payments that do not meet
these two criteria are disallowed.

c)    were not a Family Member of an individual
who is, or during the past three years
was employed by the Company or by any
parent or subsidiary of the Company as an
executive officer;

d)    have not been affiliated with a Company that
is an adviser or consultant to the Company
or a member of the Company's senior
management;

e)    have not been affiliated with a significant
customer or supplier of the Company;

f)    have no personal service contract(s) with
the Company or a member of the Company's
senior management;

g)    have not been affiliated with a not-for-profit
entity that receives significant contributions
from the Company;

h)    were not a partner or employee of the
Company's outside auditor during the past
three years and

i)    do not have other conflict of interest that the
board itself determines to mean they cannot
be considered independent.

Except as stated below, no perquisites were paid,

and no service contracts were entered into with

the Non-Executive Independent Directors of your

Company for FY 2024-25:-

* resigned w.e.f. July 1 1, 2025 (close of business
hours)

The above-mentioned remuneration inclusive of
sitting fees paid to the Independent Directors
for attending all their meetings including
the meetings of the Board of Directors, its
Committee(s) and General Body, was pursuant
to the prior approval of the members of the
Company in terms of Regulation 17(6)(a) of SEBI
Listing Regulations and Section 197 of the Act.

f) Formal Annual Evaluation

Background

I n terms of the requirements of the Act read
with the Rules issued thereunder and the SEBI
Listing Regulations, the Board carried-out the
annual performance evaluation of the Board of
Directors as a whole, Committees of the Board
and Individual Directors.

The performance evaluation of the Board,
its Committees and individual directors was
conducted by the entire Board (excluding the
Director being evaluated) on the basis of a
structured questionnaire which was prepared after
taking into consideration inputs received from the
Directors covering various aspects of the Board's
functioning viz. adequacy of the composition of
the Board and its Committees, time spent by
each of the directors; accomplishment of specific
responsibilities and expertise; conflict of interest;
integrity of the Director; active participation and
contribution during discussions, governance and
ESG parameters. The questionnaire along with
criteria for Board evaluation is duly approved by
NRC based on the guidance note issued by the
SEBI and is reviewed periodically and updated
in-line with the change in the business and
regulatory framework. Performance evaluation
is facilitated by the Chairman of the Board who
is supported by the Chairman of the NRC.

Mode of evaluation

Assessment is conducted through a structured
questionnaire. Each question contains a scale
of "0" to "3". The Company has developed an
in-house digital platform to facilitate confidential
responses to the structured questionnaires.
All the directors participated in the evaluation
process.

For the FY 2024-25, the annual performance
evaluation was carried out by the Independent
Directors, NRC and the Board, which included
evaluation of the Board, Independent Directors,
Non-Independent Directors, Executive
Directors, Chairman, Committees of the Board.
Further, assessment with respect to the quality,
quantity and timeliness of flow of information
between the Company's management and
the Board that is necessary for the Board to
effectively and reasonably perform their duties
was also conducted.

The Board's overall assessment indicated that it
was operating cohesively, including its various
Committees. These Committees were performing
effectively, regularly reporting to the Board on
their activities and progress during the reporting
period. The Board also noted that the actions
identified in previous questionnaire-based
evaluations had been implemented.

Results

The evaluation results were discussed at the
meeting of the Independent Directors', NRC,
and by the Board. The Directors were satisfied
with the overall corporate governance standards,
Board performance and effectiveness. The results
are summarized below:-

•    Board expresses satisfaction on its
functioning and that of its Committees;

•    Board has demonstrated strong
effectiveness across key areas including
strategic oversight, decision making,
governance, and stakeholder engagement;

•    Directors collectively confirmed that Board
operates transparently, with high ethical
standards and a sound understanding
of your Company's strategic priorities
and risks. While overall performance is
satisfactory, continued focus on enhancing
diversity, succession planning, and Board-
management engagement could further
strengthen the Board's effectiveness.

•    Executive Director is action oriented and
ensure timely implementation of board
decisions. The Director effectively leads
discussions on business issues;

•    The Chairman leads the Board effectively,
encourages contribution from all members,
provides clear strategic guidance,
encourages discussion and listens to
diverse viewpoints.

g) Familiarization program for Independent
Directors

111    243^

Programmes    Hours

The familiarization program aims to provide the
Independent Directors with the scenario of the
infrastructure industry, the socio-economic
environment in which the Company operates,
the business model, the operational and
financial performance of the Company,
significant development to enable them to
take well-informed decisions in timely manner,
governance standards and practices of the
Company. The familiarization program also
seeks to update the directors on their roles,
responsibilities, rights and duties under the Act
and other statutes.

Your Company has in place a structured induction
and familiarisation programme for its Directors.
Upon appointment, Directors receives a Letter
of Appointment setting out in-detail, the terms of
appointment, duties, responsibilities, obligations,

Code of Conduct to regulate, monitor and report
trading by Designated Persons for Prevention of
Insider Trading and Code of Conduct applicable
to all Directors and Senior Management. They are
also updated on all business-related issues and
new initiatives.

Regular presentations and updates on relevant
statutory changes encompassing economic
outlook, market trends, peer trends, changes
in laws where Company is operating along with
performance and strategic initiatives of the
Company are made to the Directors at regular
Board and Strategic Meeting of the Company.

The policy along with brief details on the
Company's familiarization program is hosted
on the website of the Company at https://
www.welspunenterprises.com/admin/uploads/
investerdata/policies/policies_1709621592.pdf

h)    Policy on directors' appointment,
remuneration and other details

The salient features of the Company's "NRC
Policy" on directors' appointment, remuneration
and other matters provided in Section 178(3)
of the Act has been disclosed in the Corporate
Governance Section, forming part of this Annual
Report.

i)    Number of meetings of the Board

The Board meetings are convened regularly
to review and determine the Company's
business plans and strategies, alongside other
key governance matters. It maintains robust
operational oversight with quarterly meetings
featuring comprehensive presentations.
Board and Committee meetings are scheduled in
advance and a tentative annual calendar is shared
with Directors well ahead of time, enabling them
to plan their schedules effectively and participate
meaningfully in discussions. Only in case of
special and urgent business matters, if the need
arises, Board's or Committee's approval is taken
by passing resolutions through circulation or
by calling the Board/Committee meetings at a
shorter notice, in accordance with the applicable
law.

The agenda for the Board and Committee
meetings includes detailed notes on the items
to be discussed to enable the Directors to make
an informed decision.

The Board met 6 (Six) times during the FY
2024-25, the details of which are given in the
Corporate Governance section, forming part
of this Annual Report. The maximum interval
between any two meetings did not exceed 120
days, as prescribed in the Act and the SEBI
Listing Regulations.

j)    Committee of the Board of Directors

The Board Committees plays a crucial role in
the governance structure of the Company and
have been constituted to deal with specific
areas / activities as mandated by applicable
regulations; which concerns the Company and
need a closer review. Majority of the members
constituting the Committees are Independent
Directors and each Committee is guided by its
Charter or its terms of reference, which provide
for the composition, scope, objective, powers
& duties and responsibilities. The Chairperson
of the respective Committee informs the Board
about the summary of the discussions held in the
Committee Meetings. The minutes of the Meeting
of all Committees are placed before the Board
for review and the signed minutes are circulated
to the Board as required under Secretarial
Standard I.

The relevant information inter alia including
date of the meetings, attendance of directors
with respect to Audit Committee, the NRC, the
Stakeholders' Relationship, Share Transfer and
Investor Grievance Committee, Environment,
Social and Governance and Corporate Social
Responsibility Committee, Risk Management
Committee and meetings of those Committees
held during the year is given in the Corporate
Governance Report forming part of this Annual
Report.

k)    Shareholding of the directors of the
Company as on March 31,2025

Refer Corporate Governance Section, forming part
of this Annual Report, for detail of shareholding
of directors.

Except as mentioned in the Corporate
Governance Report, none of the other Directors
hold any shares in the Company.

16. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

Over the years, your Company has built a reputation
for conducting business with integrity, maintaining a
zero-tolerance policy towards unethical behaviour,
thereby fostering a positive work environment and
enhancing credibility among stakeholders.

Your Company has formulated a Policy on Whistle
Blower and Vigil Mechanism ("WB Policy") that
provides adequate safeguards against unfair
treatment to its employees and various stakeholders
and provides for direct access to the Chairman of
the Audit Committee in exceptional cases. It also
assures them of the process that will be observed to
address the reported violation, further the protected
Disclosures and other communication can be made in
writing by an e-mail addressed to the Head Ethics and/
or the Chairman of the Audit Committee. The Policy

also lays down the procedures to be followed for
tracking complaints, giving feedback, conducting
investigations and taking disciplinary actions. It also
provides assurances and guidelines on confidentiality
of the reporting process and protection from reprisal
to complainants. The Audit Committee oversees the
functioning of this policy and no personnel have been
denied access to the Audit Committee of the Board.

Protected disclosures can be made by a whistle-blower
through several channels to report actual or suspected
frauds and violation of the Company's Code of
Conduct. The WB Policy also provides a mechanism
to encourage and protect genuine whistleblowing
amongst the stakeholders.

27 (twenty-seven) whistle-blower complaints were
received during the FY 2024-25 and suitable action
has been taken in accordance with the WB policy.

Further, your Company conducts awareness sessions
on the Company's Code of Conduct, Prevention of
Sexual Harassment ("POSH") and whistle-blowing
rights by conducting Company-wide trainings for all its
employees to ensure compliance and a well-regulated
environment that helps us achieve our organisational
objectives. Additionally, e-learning modules have also
been developed to keep employees informed of these
policies.

The Policy on Whistle Blower and Vigil Mechanism
is hosted on the website of the Company at https://
www.welspunenterprises.com/admin/uploads/
investerdata/policies/policies_1713252646.pdf

17. POLICY ON PREVENTION OF SEXUAL
HARASSMENT OF WOMEN ("POSH") AT
WORKPLACE

Your Company has zero tolerance for sexual
harassment at workplace. Your Company has adopted
a Policy on Prevention, Prohibition and Redressal of
Sexual Harassment at Workplace in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act"), and the Rules framed
thereunder. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The policy is gender inclusive, and the framework
ensures complete anonymity and confidentiality.

Your Company has constituted Internal Complaints
Committee (ICC) to redress and resolve any complaints
arising under the POSH Act. The ICC comprises of
internal as well external members.

For the status on POSH Complaints during the
year, refer the Corporate Governance Section No.
XIV, forming part of this Annual Report. Your Company
is committed to providing safe and conducive work
environment to all its employees and associates.

Your Company has organized induction training for
new joiners, online training and refresher modules,
virtual and classroom trainings, emailers and posters
to sensitise the employees to conduct themselves in
manner complaint with the POSH Policy.

The Policy on POSH at Workplace is hosted
on the Website of the Company at https://
www.welspunenterprises.com/admin/uploads/
investerdata/policies/policies_1716273129.pdf

18.    PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Pursuant to Section 186(11)(a) of the Act, your
Company being engaged in the business of providing
infrastructural facilities is exempted from the
requirement of providing the particulars of loans
made, guarantees given or securities provided or any
investment made.

19.    PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

During the year, all contracts / arrangements /
transactions entered by your Company with Related
Parties were on arm's length basis and in the ordinary
course of business. There was no material transactions
with any Related Party as defined under Section 188
of the Act, read with the Companies (Meeting of
Board and its Powers) Rules, 2014. Accordingly, the
disclosure of Related Party Transactions ("RPT") as
required under Section 134(3)(h) of the Act in Form
AOC-2 is not applicable.

I n line with the requirements of the Act and the
SEBI Listing Regulations, all RPTs are placed before
the Audit Committee for their review and approval
and recommendation to the Board for its approval,
wherever required. Prior omnibus approval of the
Audit Committee and the Board is obtained for all the
transactions which are foreseen, repetitive in nature.
A statement giving details of all RPTs is placed before
the Audit Committee for their noting every quarter.

The Board of Directors of your Company have
approved the criteria to grant omnibus approval
on RPTs by the Audit Committee within the overall
framework of the RPT Policy. All members of the Audit
Committee are Independent Directors.

None of the Directors and the KMPs have any
pecuniary relationships or transactions vis-a-vis
the Company. The Directors draw attention of the
Members to Note No. 54 of the standalone financial
statements setting out the disclosure on RPTs for the
FY 2024-25.

In accordance with the requirements of the Act and
the SEBI Listing Regulations, your Company has
framed a Policy on RPT which is hosted on the website

of the Company at https://www.welspunenterprises.
com/admin/uploads/investerdata/policies/
policies_1690356600.pdf

Pursuant to Regulation 23(9) of the SEBI Listing
Regulations, your Company has filed the reports on
RPTs with the Stock Exchanges within the statutory
timelines.

20.    PARTICULARS OF EMPLOYEES

There are 10 (Ten) employees who were in receipt of
remuneration of not less than ?1,02,00,000 (Rupees
One Crore and Two Lakh Only), if employed for the
full year and no employee who was in receipt of
remuneration of not less than ?8,50,000 (Rupees
Eight Lakh and Fifty Thousand Only) per month if
employed for part of the year. Disclosures concerning
the remuneration and other details as required in terms
of Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in
Annexure 7 to this Report. Your Directors affirm that
the remuneration is as per the remuneration policy of
the Company.

Further, details of employee remuneration as required
under provisions of Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the aforesaid Rules is
available for inspection at the Registered Office of
your Company during working hours. As per second
proviso to Section 136(1) of the Act and second
proviso of Rule 5 of the aforesaid Rules, the Annual
Report has been sent to the members excluding the
aforesaid exhibit. Any member interested in obtaining
copy of such information may write to the Company
Secretary & Compliance Officer at Companysecretary_
wel@welspun.com

21.    CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to
upholding the best practices of Corporate Governance.
The principles of Corporate Governance form an
integral part of the core values and culture of your
Company, guiding its conduct and decision-making
across all levels. Your Company remains fully compliant
with the applicable provisions relating to Corporate
Governance.

In accordance with Regulation 34 of the SEBI Listing
Regulations, the Report on Corporate Governance for
the FY forms an integral part of this Annual Report and
is presented in a separate section.

A certificate from M/s. Mihen Halani & Associates,
Practicing Company Secretaries, confirming
compliance with the conditions of Corporate
Governance as specified in Part E of Schedule V of
the SEBI Listing Regulations, is annexed to the said
report.

22.    ENHANCING STAKEHOLDER VALUE

Your Company consistently strive to meet the
expectations of our investors through sound
business decisions and strong governance
practices. Integrity and transparency are central to
our relationship with our investors. Your Company
is dedicated to delivering value by achieving high
levels of operational performance, maintaining cost
competitiveness, and pursuing excellence in all areas
of our operations. We value the strong relationship
we have built with our investors, which is based on
understanding of their needs and our commitment to
generate value for them.

Your Company firmly believes that its success in the
marketplace and strong reputation are key drivers
of shareholder value. Our close relationships with
clients and understanding of their challenges and
expectations guide the development of existing/
new projects. By anticipating clients' needs early
and addressing them effectively, we ensure a strong
commercial foundation. Your Company is continually
strengthening this foundation by working on its
strategy of asset light model and providing best in
class infrastructure to India at large. Through business
development and execution of growth opportunities,
your Company is dedicated to creating value for all
stakeholders, ensuring that our corporate actions
contribute positively to the economic, social, and
environmental responsibilities.

23.    BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

Your Company strongly believes that resilient and
inclusive growth is only possible on strong pillars
of environmental and social responsibility balanced
with good governance and communicating its ESG
performance in a transparent manner and in line with
global standards to our stakeholders.

In accordance with the Regulation 34(2)(f) of the
SEBI Listing Regulations, a separate Section on BRSR
describing the initiatives taken by your Company from
Environmental, Social and Governance perspective
forms an integral part of this Annual Report.

24.    MANAGEMENT DISCUSSION AND ANALYSIS
REPORT ("MDA")

The MDA Report on the operation of the Company
as required under the SEBI Listing Regulations, is
presented in a separate Section and forms part of
this Annual Report.

25.    RISK MANAGEMENT POLICY

With your Company's expansion across diverse
business verticals in India, it remains exposed
to various risks such as strategic, operational,

financial, and regulatory that could impact growth
and profitability. To manage these effectively, a
structured Risk Management Policy ("RMP") is in
place, supported by a Risk Management Committee
("RMC") comprising of Independent Directors and the
Managing Director.

The Policy enables identification and categorization of
risks as Low, Medium, or High based on their severity.
The RMC, along with senior management, regularly
reviews risks including cybersecurity and data privacy
and recommends mitigation measures to ensure the
risk profile remains aligned with the dynamic business
environment.

As part of the Risk Management framework, there are
defined risk registers to evaluate risks at various levels
and stages of the Company - at the Enterprise level
and at the Project level. The risk registers envisages
identification of specific Enterprise/ Project level risks
with the probability of occurrence and the impact
that these may have on the business objectives and
mitigation measures thereof.

For the key business risks identified by the Company
please refer to the MDA annexed to this Annual
Report.

26.    LITIGATION, CLAIMS AND UNCERTAIN TAX
POSITIONS

The Company is exposed to a variety of different
laws, regulations, positions and interpretations
thereof which encompasses taxation and legal
matters. In the normal course of business, provisions
and contingencies may arise due to uncertain tax
positions and legal matters. Based on the nature of
matters, the management applies various parameters
when considering evaluation of risk, expert opinions,
including how much provision to be made in books
of accounts considering the potential exposure
of each of the matters in consultation with the
Statutory Auditors. The aforesaid potential exposures
may change substantially over time as new facts
emerge as each matter progresses, hence these are
reviewed regularly/periodically. The Audit Committee
is appraised on quarterly and/or regular basis any
litigation related risks. Reference is drawn to the "Key
audit matters" by the auditors in their reports on the
above matters.

27.    MICRO, SMALL AND MEDIUM ENTERPRISE
("MSME")

Your Company has registered itself on Trade
Receivables Discounting System Platform (TReDS)
through the service providers Invoicemart.
Your Company complies with the requirement of
submitting a half yearly return to the Ministry of

Corporate Affairs ("MCA") within the prescribed
timelines.

28.    COMPLIANCE ON MATERNITY BENEFIT ACT,
1961

Your Company has complied with the applicable
provisions of Maternity Act, 1961 for female
employees with respect to leaves and maternity
benefits thereunder.

29.    COMPLIANCE MANAGEMENT

At Welspun, regulatory compliance is a core aspect
of our operations. Your Company has a robust
Compliance Management Framework that reflects
our commitment to a strong compliance culture and
adherence to all applicable laws and regulations.
This framework covers our compliance philosophy,
monitoring of regulatory changes, responsibility
allocation, and ongoing training.

To support this, a comprehensive compliance
management tool has been deployed across all
projects and site offices. Customized checklists
are developed for each unit, with tasks assigned
to specific owners and reviewers to ensure timely
completion and updates. A centralized repository
facilitates easy access and monitoring, with regular
updates to reflect regulatory changes.

In line with best governance practices, the Compliance
Officer submits quarterly reports to the Audit
Committee and the Board, highlighting compliance
status and key issues. External consultants assist in
maintaining updated checklists for all project sites and
offices, ensuring full legal coverage. This structured
and proactive approach reinforces your Company's
strong foundation in compliance and ethical
governance.

30.    INVESTOR RELATIONS

Your Company continued its interactions with
domestic and overseas analysts, investors, and Fund
Houses, establishing a relationship of transparency
and mutual understanding.

The management of your Company engages with
the investor community through different means
such as one-on-one meetings, group meetings,
conducting road shows, participation in conferences
organized by investors/broking houses and, through
AGM's. Additionally, your Company conducts
quarterly earnings conference calls/meets with
investors, analysts and Fund Houses, following the
announcement of its un/audited financial results.
These interactions take place virtually (audio and/or
video) and aims to provide a comprehensive overview
of your Company's operations, business and financial
performance, as well as industry developments.

To ensure transparency and equal access of
information to all stakeholders and the general
public, your Company uploads relevant details of
the schedules, presentations, outcomes, recordings,
transcripts etc. and on the websites of the Stock
Exchanges where its equity shares are listed.

Your Company had adopted the Investor Grievance
Redressal Mechanism Policy to promote and build
prompt Investor Grievance redressal mechanism and
investor friendly relations. The said policy recognized
the Investor's right and access them to raise a query
or record a grievance, which would also enable
your Company to use investors' view as a feedback
mechanism.

The Investor relations information is hosted on
website of the Company atis hosted on website of
the Company at https://www.welspunenterprises.
com/investors.php.

Silent Period

Your Company, voluntarily as a good governance
practice, observes a 'Silent/ Quiet period' prior to the
announcement of its quarterly and annual financial
results to safeguard price sensitive information
and avoid unintended slippage of information.
During this period, no interactions are held with
investors, analysts, fund or media houses to ensure
protection of Company's unpublished price sensitive
information.

31.    CYBER SECURITY

Cybersecurity is a critical component of your
Company's overall Enterprise Risk Management
framework. Our vision is to build a resilient digital
ecosystem that safeguards sensitive data, ensures
regulatory compliance, mitigates emerging threats,
and supports innovation and business continuity
across the value chain.

The key objectives of our cybersecurity program
include:

•    Risk Reduction

•    Regulatory Compliance

•    Business Continuity

•    Resilience and Recovery

Our Security Framework is aligned with global
standards such as NIST and ISO 27001, with
comprehensive policies in place across all business
domains. Additionally, a structured Cybersecurity
Awareness Program has been implemented for
employees and senior management to promote a
strong security culture.

32.    OTHER DISCLOSURES

During the year under report:-

•    there was no change in the general nature of
business of your Company.

•    no material change or commitment has occurred
which would have affected the financial position
of your Company between the end of the FY to
which the financial statements relate and the
date of this Report.

•    your Company has not made any one-time
settlement for loans taken from the Banks or
Financial Institutions, and hence the details of
difference between amount of the valuation
done at the time of one-time settlement and the
valuation done while taking loan from the Banks
or Financial Institutions along with the reasons
thereof is not applicable.

•    no funds were raised through preferential
allotment or qualified institutional placement.

•    no significant and material order was passed by
the regulators or courts or tribunals which would
have impacted the going concern status and the
Company's operations in future.

•    no instances of non-exercising of voting rights
in respect of shares purchased directly by
employees under a scheme pursuant to Section
67(3) of the Act;

•    the Board of Directors affirms that the Company
has complied with the applicable provisions of
Secretarial Standard 1 and Secretarial Standard
2, "Meetings of the Board of Directors" and
"General Meetings", respectively, issued by the
Institute of Companies Secretaries of India.

•    there were no proceeding initiated/pending
against your Company under the Insolvency and
Bankruptcy Code, 2016.

33. ENVIRONMENT, HEALTH & SAFETY

At Welspun, our Health, Safety, and Environmental
Management System reflects an unwavering
commitment to environmental preservation, a
positive work environment, and the safety of every
individual be it employees, contractors, or visitors.
We engage in thorough planning, strict execution,
and ongoing surveillance to uphold high standards
that lessen environmental impact, champion
sustainability, and adhere to all regulatory mandates.
Beyond mere compliance, we foster a proactive culture
emphasizing risk management, hazard detection, and
comprehensive safety training. This approach ensures
a workplace where health, safety, and environmental
responsibility are paramount, and every individual feels
valued and empowered. Through these dedicated
efforts, we safeguard our team, contribute positively
to the broader community, and uphold our duties as
a responsible corporate entity.

The Health, Safety & Environment policy of the
Company is hosted on the website of the Company at
https://www.welspunenterprises.com/admin/uploads/
investerdata/policies/policies_1723529671.pdf

34.    DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act,
the Directors hereby confirm that:-

a)    in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;

b)    your directors selected such accounting policies
and applied them consistently and made
judgments and estimates that are reasonable
and prudent to give a true and fair view of the
state of affairs of the Company at the end of the
financial year and of the profit and loss of the
Company for that period;

c)    your directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

d)    your directors had prepared the annual accounts
on a going concern basis;

e)    being a listed Company, your directors have laid
down internal financial controls to be followed by
the Company and such internal financial controls
are adequate and are operating effectively; and

f)    your directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

35.    ACKNOWLEDGEMENTS

Your Directors express their deep sense of
gratitude to all the government authorities, financial
institutions, banks, contractors, customers, suppliers,
shareholders, employees and other business
associates of your Company, who through their
continued support and co-operation have helped as
partner in your Company's progress and achievement
of its objectives.

For and on behalf of the Board of Directors

Balkrishan Goenka
Place: Mumbai    Chairman

Date: May 15, 2025    DIN: 00270175