Your Directors have pleasure in presenting the 40th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2025.
1. Financial highlights:
|
Particulars
|
Consolidated
|
Standalone
|
|
FY 2024-25
|
FY 2023-24
|
FY 2024-25
|
FY 2023-24
|
|
Revenue from Operations (Net)
|
10,545.09
|
9,679.24
|
8,622.45
|
8,084.83
|
|
Other Income
|
152.15
|
145.83
|
149.80
|
151.89
|
|
Total Revenue
|
10,697.24
|
9,825.07
|
8,772.25
|
8,236.72
|
|
EBITDA
|
1,450.65
|
1,514.74
|
1,056.75
|
1,163.97
|
|
EBITDA Margins (%)
|
13.56%
|
15.42%
|
12.05%
|
14.13%
|
|
Finance Cost
|
217.47
|
153.41
|
128.51
|
90.00
|
|
Depreciation and amortization
|
373.39
|
394.49
|
277.23
|
294.50
|
|
Profit before exceptional items and tax and share of net profit of Associates
|
859.79
|
966.95
|
651.01
|
779.47
|
|
Share of net profit of Associates
|
0.39
|
0.11
|
0
|
0
|
|
Profit before tax
|
860.18
|
966.95
|
651.01
|
779.47
|
|
Tax Expense
|
216.16
|
294.21
|
144.13
|
183.53
|
|
Profit after taxation
|
644.02
|
672.74
|
506.88
|
595.94
|
|
Earnings per share (Nominal value per share Re. 1)
|
|
|
|
|
|
Basic
|
6.70
|
7.06
|
5.31
|
6.18
|
|
Diluted
|
6.68
|
7.06
|
5.30
|
6.18
|
2. Performance and Outlook:
Your Company's total revenue has seen increase by 8.88% on consolidated basis and 6.50% on standalone basis. Your Company's EBITDA has decreased by 4.21% on consolidated level and 9.21% on standalone basis. This has resulted in decrease in EBITDA margin of 1.86% on consolidated basis and 2.08% on standalone basis. Profit before Tax has decreased by 11.41% on consolidated basis and 16.48% on standalone basis. Profit After Tax has decreased by 4.27% on consolidated basis and 14.94% on standalone basis.
3. Dividend:
i. Dividend Distribution Policy:
The Board of Directors approved Dividend Distribution Policy of the Company, as required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations 2015”). The Dividend Distribution Policy provides that the Board will endeavor to achieve distribution of 25% of Profit for a financial year, on consolidated basis, with equity shareholders. The Policy is available on your Company's website and the web link thereto is as given below.
www.welspunliving.com under the tab Investors Policies -> Dividend Distribution Policy https://www.welspunliving.com/uploads/investor_ data/investorreport_8764.pdf
ii. Dividend for Financial Year 2024-25:
The Board has recommended dividend of I 1.70 per equity share for the Financial Year ("FY") 2024-25 amounting to I 163.06 Crore (subject to shareholders' approval). Cash outflow of I 163.06 Crore amounts to 25.32% of consolidated PAT.
A snapshot of the dividend track record of your Company for previous financial years is given below.
|
Financial Year
|
Total Dividend (%)
|
Cash Outflow
|
|
2024-25
|
170%
|
163.06
|
|
2023-24
|
10%
|
4.80
|
|
2022-23
|
10%
|
9.88
|
During the year ended March 31, 2025, your Company has transferred dividend of ? 31,48,323 remaining unclaimed for the financial year 2016¬ 17 to the Investor Education and Protection Fund. Details of unclaimed dividend is available on the website of your Company at weblink given below.
www.welspunliving.com under the tab Investors Unclaimed Dividend & IEPF
4. Scheme of amalgamation:
During the year FY2024-25, Welspun Advanced Materials (India) Limited ("WAMIL"), a wholly owned subsidiary of the Company filed a petition seeking approval of National Company Law Tribunal, Hyderabad Bench ("NCLT Hyderabad bench”) for the scheme of amalgamation of Welspun Home Solutions Limited ("WHSL"), a step down subsidiary of Company with WAMIL and their respective shareholders with Appointed Date of April 1, 2024. Based on the jurisdiction, WHSL also filed the aforesaid scheme with the National Company Law Tribunal, Ahmedabad Bench ("NCLT Ahmedabad bench”) seeking their approval for the scheme.
NCLT Ahmedabad bench approved the Scheme vide its order dated April 25, 2025. NCLT Hyderabad bench approved the Scheme vide its order dated May 08, 2025. The Scheme becomes effective from the date of the order of NCLT Hyderabad bench.
5. Subsidiaries:
Changes in the subsidiaries' status during the year is given below:
i. As a result of the aforesaid scheme of amalgamation, Welspun Home Solutions Limited, a wholly owned subsidiary of the Company stood dissolved without winding up. Further, as envisaged in the scheme, name of WAMIL has been changed as "Welspun Home Solutions Limited”.
ii. The Company divested its entire 48% equity stake in Welassure, comprising 4,800 equity shares.
iii. During the year, Welspun USA Inc., a step down subsidiary of the Company promoted Christy Home Inc. ("CHI”) and subscribed to 100% ordinary share capital of CHI. The main object of CHI is to trade in Home Textiles products of Christy brand in USA.
iv. The Company in the previous year had undertaken an exercise to streamline subsidiary structure by reducing the number of entities (direct and indirect subsidiaries of the Company) by elimination of non-operational entities. As a part of the same exercise, Christy Lifestyle LLC, USA and TILT Innovations Inc, step down subsidiaries of the Company were dissolved.
A report on the performance and financial position of each of the subsidiary companies of your Company is included in the consolidated financial statement presented in Form AOC-1 attached as Annexure - 1 to this Report. Financial statements of subsidiary companies of your Company is hosted on your Company's website at https://www. welspunlivinq.com/investor-corner.
Your Company's policy on Material Subsidiary as approved by the Board is hosted on your Company's website and the web link thereto is as given below.
www.welspunliving.com under the tab Investors Polices
6. Auditors and Auditors' Report:
Appointments of Statutory Auditor, Cost Auditor, Secretarial Auditor and Internal Auditor are recommended by the Audit Committee and approved by the Board. Statutory Auditor and Internal auditor meet the Audit Committee in absence of any member of the management at least twice a year.
i. Statutory Auditor:
Members of the Company appointed S R B C & CO LLP as statutory auditors for its 2nd term of five years commencing from expiry of 37th Annual General Meeting held on September 12, 2022 and end on conclusion of 42nd Annual General Meeting that may be held in the year 2027.
The Auditors are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Auditors' observation read with Notes to Accounts for FY 2024-25 are self-explanatory and therefore do not call for any comment.
Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditors and all entities in the network firm/network entity of which the statutory auditors is a part during the financial year under Report is I 4.39 Crore.
ii. Cost Auditors:
As per Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has reappointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your Company for FY 2025-26 on the recommendations made by the Audit Committee.
Members are requested to ratify their remuneration by passing an ordinary resolution in the forthcoming Annual General Meeting.
As required under the Companies (Accounts) Rules, 2014, the cost accounting records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 are made and maintained by the Company.
iii. Secretarial Auditor:
The Secretarial Audit Report for FY 2024-25 is attached herewith as Annexure - 2 to this Report. As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Secretarial Audit Report for FY 2024-25 of Welspun Global Brands Limited, material unlisted Subsidiary is also attached under Annexure - 2.
Pursuant to the provisions of Section 204 of the Act read with the Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the amended Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee and the Board of Directors have approved and recommended the appointment of JMJA & Associates LLP, a Peer reviewed firm of Company Secretaries (ICSI Firm Registration No.
L2016MH9200), as the Secretarial Auditor of your Company commencing the Financial Year 2025¬ 26 till the Financial Year 2029-30 for approval members at ensuing Annual General Meeting. Brief profile of JMJA & Associates LLP, are separately disclosed in the Notice of ensuing AGM.
JMJA & Associates LLP has given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
7. Disclosure of Shares held in suspense account:
|
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year
|
Number of shareholders who approached issuer for transfer of shares from suspense account during the year
|
Number of shareholders to whom shares were transferred from suspense account during the year
|
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
|
Remarks
|
|
No of Holders
|
No of Shares
|
No of Holders
|
No of Shares
|
No of Holders
|
No of Shares
|
No of Holders
|
No of Shares
|
|
|
148320
|
309
|
36660
|
57
|
36590
|
56
|
1,11,730
|
253
|
20540 shares and 47 Records transferred to IEPF on 29.1 1.2024.
|
8. Listing with the Stock Exchanges:
Your Company's equity shares are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Annual listing fees for the FY 2024-25 have been paid to NSE and BSE. There are no unsecured Commercial Papers outstanding as at March 31, 2025.
9. Finance:
i. Credit Rating:
During the year, CARE Ratings Limited ('CARE') has reaffirmed your Company's long term credit rating as 'AA' while revising the outlook from 'stable' to 'positive'. CARE reaffirmed Short term credit rating as 'A1 '.
ii. Deposits:
Your Company has not accepted any deposit within the meaning of Chapter V of the Act. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the financial year under Report.
10. Board of Directors:
The Board of Directors has made changes in the composition of the Board of Directors of the
Company. The Board appointed Ms. Naiyya Saggi and Dr. Ritu Anand as independent directors of the Company. The shareholders of the Company approved Ms. Naiyya Saggi's appointment pursuant to resolution passed by postal ballot on July 21, 2024 and Dr. Ritu Anand's appointment at the Annual General Meeting held on September 26, 2024.
Mr. Pradeep Poddar, holding Director Identification Number 00025199 retired on completion of his 2nd term as Non-Executive Independent Director of the Company from the close of business hours of September 14, 2024. Ms. Anisha Motwani, holding Director Identification Number 06943493, resigned from the position of Non-Executive Independent Director from the close of business hours of August 12, 2024, to avoid a potential conflict of interest. The Board thanks both of them for their valuable contribution.
Your Company's Board comprises mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as finance, accounts, marketing, brand building, general management and strategy. Except the independent directors and Mr. Balkrishan Goenka, all other directors are liable to retire by rotation as per the provisions of the Act. Although Mr. Goenka is not liable to retire by
rotation, his appointment is subject to approval as may be required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. It is confirmed that, except for Mr. Balkrishan Goenka and Ms. Dipali Goenka who are husband and wife, there is no relationship between the directors inter-se. The details of the directors, their meetings held during the year and the extracts of the Nomination and Remuneration Policy has been given in the Corporate Governance Report, which forms part of this Report.
i. Changes in Directors and Key Managerial Personnel:
The changes in Board of Directors and Key Managerial Personnel as given below:
(i) Cessation of Ms. Anisha Motwani, holding Director Identification Number 06943493, as Non-Executive Independent Director, from the close of business hours of August 12, 2024.
(ii) Retirement of Mr. Pradeep Poddar, holding Director Identification Number 00025199, as Non-Executive Independent Director, from the close of business hours of September 14, 2024.
(iii) Appointment of Ms. Naiyya Saggi, holding Director Identification Number 06755099, as Non-Executive Independent Director, with effect from April 25, 2024.
(iv) Appointment of Dr. Ritu Anand, holding Director Identification Number 00363699, as Non-Executive Independent Director, with effect from September 03, 2024.
In accordance with the provisions of Section 152 of the Act and the Articles of Association of your Company, Mr. Altaf Jiwani (holding Director Identification Number DIN 05166241) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for his re-appointment.
Details about director being appointed or re¬ appointed are given in the Notice of the forthcoming Annual General Meeting.
ii. Declaration by an Independent Director(s):
Your Company has received declarations from all the independent directors as per the provisions of Section 149(7) of the Act confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Act and that there is no change in the circumstances as on the date of this Report which may affect their respective status as an independent director. Your Board confirms that in its opinion the independent directors fulfill the conditions prescribed under the SEBI (LODR), 2015 and they are independent of the management. All the independent directors on the Board of the 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 Companies Act, 2013.
Test of independence based on criteria given in SEC (USA) Rule 4200:
|
Key Independence Criteria
|
Murali
Sivaraman
|
Pradeep
Poddar
|
Anisha
Motwani
|
Sunil
Duggal
|
|
The director must not have been employed by the Company in an executive capacity within the last five years.
|
V
|
V
|
V
|
V
|
|
The director must not accept 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.
|
V
|
V
|
V
|
V
|
|
The director must not be 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".
|
V
|
V
|
V
|
V
|
|
The director must not be (and must not be affiliated with a company that is) an adviser or consultant to the Company or a member of the Company's senior management.
|
V
|
V
|
V
|
V
|
|
The director must not be affiliated with a significant customer or supplier of the Company.
|
V
|
V
|
V
|
V
|
|
The director must have no personal services contract(s) with the Company or a member of the Company's senior management.
|
V
|
V
|
V
|
V
|
|
The director must not be affiliated with a not-for-profit entity that receives significant contributions from the Company.
|
V
|
V
|
V
|
V
|
|
The director must not have been a partner or employee of the Company's outside auditor during the past three years.
|
V
|
V
|
V
|
V
|
|
The director must not have any other conflict of interest that the board itself determines to mean they cannot be considered independent
|
V
|
V
|
V
|
V
|
iii. Directors' Evaluation:
Background:
Nomination and Remuneration Committee has laid down the criteria for evaluation of performance of the Board, its committees and the directors.
In compliance with Sections 134, 178 of, and Paras II, V and VIII of Schedule IV to, the Act and Regulation 17 of Para A of Part D of Schedule II to SEBI Regulations 2015, the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its Committees and Directors. The evaluation process invited graded responses to a structured questionnaire, which was largely in line with the SEBI Guidance Note on Board Evaluation, for each aspect of the evaluation. All the results were satisfactory.
Mode of evaluation:
Board assessment is conducted through a structured questionnaire. Each question requires response on a scale of 0 to 3 with 3 being the best. The Company has a digital platform developed in-house to facilitate confidential responses to a structured questionnaire. All the directors participated in the evaluation process.
Further, a meeting of independent directors was conducted to review the performance of the Board as a whole and that of non-independent directors.
Results:
The evaluation results were discussed at the Meeting of Board of Directors, Committees and the Independent Directors meeting. The Directors were satisfied with the overall corporate governance standards, Board performance and effectiveness.
|
Key parameters
|
|
Board of
|
• Board structure and composition
|
|
Directors
|
• Board meeting practices (agenda, frequency, duration)
|
|
• Functions of the Board (Strategic direction etc.)
|
|
• Quantity, quality & timeliness of information
|
|
• Board culture and effectiveness
|
|
• Functioning of Board Committees
|
|
• Director induction and development programs
|
|
Board
|
• Composition, roles & responsibilities
|
|
Committee
|
and effectiveness of the committee
|
|
• Meeting structure and information flow
|
|
• Contributions to Board decisions
|
|
Independent
directors
|
•
|
Independence from company (no conflict of interest)
|
| |
•
|
Independent views and judgement
|
| |
•
|
Objective contribution to the Board deliberations
|
|
Chairperson
|
•
|
Promote effective decision-making
|
| |
•
|
Encourage high quality of constructive debate
|
| |
•
|
Open-minded and listening to the members
|
| |
•
|
Effectively dealing with dissent and work constructively towards consensus
|
| |
•
|
Shareholders' interest supreme while taking decisions
|
|
Executive
|
•
|
Relevant expertise and commitment
|
|
Directors
|
•
|
Performance vis-a-vis business budget, peers
|
| |
•
|
Dealing with challenges
|
| |
•
|
Developing leaders
|
|
Board of Directors
|
|
Parameters with high evaluation scores:
|
Key focus areas:
|
|
• The size and
|
• Effectiveness in
|
|
composition of the
|
formulating Succession
|
|
Board is appropriate.
|
plan which is monitored
|
|
• Board facilitates the independent directors to perform their role effectively as a member of the Board and also a member of
|
and reviewed regularly. [Action plan: This is in progress.]
• Monitoring and reviewing of Board evaluation framework.
|
|
any committee.
|
[Action plan: The framework will be reviewed during the
|
|
• The Board has defined mandates
|
|
of committees and it effectively oversees their functioning.
|
year.]
|
|
• Effective in developing
|
|
|
a corporate governance structure that allows and encourages the Board to fulfill its responsibilities.
|
|
|
• The Board regularly follows up on its
|
|
|
decisions to ensure that action is taken on all of its decisions.
|
|
|
Board Committees
|
|
Parameters with high evaluation scores:
|
Key focus areas:
|
|
• Size, composition and diversity of each Committee.
|
• Well informed recommendations to the Board while processing proposals of KMPs and senior management. [Action: This process will be reviewed to achieve enhanced effectiveness.]
|
|
• Review and monitoring of whistleblower policy and vigilance mechanism
|
• Reporting of ESG matters to the Board.
|
|
• Performance monitoring of subsidiaries.
|
|
• Effective control on appointment of auditors.
|
iv. Induction and familiarization of Director(s):
Your company provides a comprehensive induction program for board members to help them gain a deep understanding of its operations. This program is designed to enhance their ability to contribute effectively in their roles. Upon joining, new directors engage with senior management and gain hands-on experience with the company's functions and manufacturing facilities. Additionally, senior management regularly updates the board on their areas, discussing strategic goals, challenges, and seeking the board's guidance.
The familiarization program aims to provide the Directors with the scenario within the industry, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant development so as to enable them to take well-informed decisions in timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.
The policy on Company's familiarization programme for Independent Directors is hosted on your Company's website and a web link thereto is as given below:
www.welspunliving.com under the tab Investors Policies
v. Committees of the Board of Directors:
Information on the Audit Committee, the Nomination and Remuneration Committee, ESG & CSR Committee, the Stakeholders' Relationship, Share Transfer and Investor Grievance Committee, Risk Management Committee and meeting of those committees held during the year is given in the Corporate Governance Report forming part of this Report.
11. Employee Stock Option Plan ("ESOP"):
It is hereby confirmed that there is no material change in Welspun Living Employee Benefit Scheme - 2022. Details pertaining to the Scheme are available on your Company's website at link given below:
www.welspunliving.com
It is hereby confirmed that there is no material change in Welspun Living Employee Benefit Scheme - 2022 ("ESOP 2022”). During the year, your Company granted 45,00,000 employee stock options. The details of Stock Options granted under ESOP 2022 and the other disclosures in compliance with the provisions of Regulation 14 read with Part F of Schedule I of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on your Company's website at link given below.
www.welspunliving.com
Accounting treatment of stock options is given in Note No. 45 in the standalone financial statements.
A certificate from the Secretarial Auditors of your Company viz. JMJA & Associates LLP, Company Secretaries with respect to implementation of Welspun Living Employee Benefit Scheme - 2022 will be available at the ensuing AGM for inspection by the Members.
12. Loans, Guarantees and Investments:
In terms of the provisions of Section 186 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, disclosures relating to loans, guarantees and investments as on March 31, 2025 are given in the Notes nos. 6(a), 6(b), 29 and 32 to the standalone Financial Statements forming part of this Annual Report.
13.Particulars of contracts or arrangements with related parties:
All related party transactions that were entered into during the year under report were on an arm's length basis and were in the ordinary course of business, to serve mutual needs and mutual interest. Except for contract with WGBL, subsidiary of your Company, there were no materially significant related party transactions made by your Company. The Audit Committee has given its omnibus approval which is valid for one financial year. Your Company's policy on Related Party Transactions as approved by the Board is hosted on your Company's website and a web link thereto is as given below:
www.welspunliving.com under the tab Investors Policies
Disclosures as required under the Act are given in Form AOC-2 as Annexure - 3 to this Report.
The details of the related party transactions as required under IND-AS 24 are set out in Note No. 29 to the Standalone financial statements forming part of this Report.
14.Details of Remuneration to Directors and Key Managerial Personnel:
i. Details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
(a) the ratio of the remuneration of each executive director and key managerial personnel to the median remuneration of the employees of your Company for FY 2024-25 is as given below:
|
Name and Designation
|
The percentage increase in remuneration
|
The ratio of the remuneration to the median remuneration of the employees (No. of times)
|
|
Mr. Rajesh Mandawewala Executive Vice Chairman
|
33%
|
176
|
|
Ms. Dipali Goenka Managing Director & CEO
|
2%
|
168
|
|
Mr. Altaf Jiwani Wholetime Director
|
18%
|
216
|
|
Mr. Sanjay Gupta Chief Financial Officer
|
7%
|
106
|
|
Mr. Shashikant Thorat Company Secretary
|
4%
|
26
|
(b) The percentage increase in the median remuneration of employees in FY 2024-25 was 5.41%.
(c) Your Company had 21,084 permanent employees on its payroll as on March 31, 2025.
(d) Average percentage increase in the salaries of employees other than the managerial personnel in FY 2024-25 was 9.60%.
The key parameters for any variable component of remuneration availed by the directors are as per the Nomination and Remuneration Policy. We affirm that the remuneration is as per the Nomination and Remuneration Policy of your Company.
ii. Details of the employees of your Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders,
excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary at Companysecretary_wll@welspun.com. None of the employees listed in the said Annexure are related to any of the Directors of the Company.
iii. Ms. Dipali Goenka, Managing Director & CEO, who is receiving remuneration and commission from your Company, receives I 4.40 Crore as remuneration (including variable pay) and commission of 2% of profits also from WGBL, a subsidiary of your Company.
iv. Details of managerial remuneration and payments to other directors is given in the Annual Return.
15. Annual Return:
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at www.welspunliving.com under the tab
Investors -> Shareholders Information -> Annual Return FY 24-25.
16. Business Responsibility and Sustainability Report (BRSR):
The Company is pleased to present its 4th Business Responsibility and Sustainability Report for the financial year 2024-25 which is a part of this Annual Report.
17. Conservation of energy, technology absorption and foreign exchange earnings and outgo:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is attached as Annexure - 4 to this Report.
18. Corporate Social Responsibility (CSR):
The key philosophy of all CSR initiatives of the Company is enshrined in the three E's which have become guiding principles of the CSR initiatives - Education, Empowerment (of Women) and Environment & Health.
The CSR Policy of your Company as approved by the Board of Directors, is hosted on your Company's website and a web link thereto is as given below: www.welspunliving.com under the tab Investors Policies.
The initiatives undertaken by your Company during FY 2024-25 in CSR have been detailed in this Report. Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - 5 to this Report.
The Company's CSR programs are linked with the Sustainable Development agenda adopted by the UN; clearly defined activities and goals - ongoing/ long-term; provisions related to excess contribution & set-off, capital assets governance structure & responsibilities.
19. Internal controls:
Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation of Section 134(5) of the Act, SEBI Regulations, 2015 and other relevant statutes applicable to your Company.
Your Company has well-documented Standard Operating Procedures (SOPs) for various
processes which are periodically reviewed for changes warranted by business needs. The Internal Auditors continuously monitor the efficiency of the internal controls / compliance with the SOPs with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation's risk management, control and governance processes.
For the year ended March 31, 2025, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect on your Company's operation.
20. Risk management:
Your Company is exposed to risks across all levels and functions of the organisation. The Board has approved Enterprise Risk Management Policy (ERMP) to effectively address financial, operational, business, compliance and strategic risk. A structured enterprise risk management program has been formulated and implemented. Refer to the MDA Section in this Report for risks and threats applicable to your Company.
21. Corporate Governance:
The Company is committed to maintain the highest standards of corporate governance requirements as set out by SEBI. The Report on Corporate Governance as stipulated under SEBI Regulations, 2015 forms an integral part of this Report. The requisite Compliance Certificate is obtained from JMJA & Associates LLP, Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI Regulations 2015, is annexed to the Corporate Governance Report.
22. Management Discussion and Analysis Report ("MDA"):
The MDA Report on the operation of the Company as required under the SEBI Regulations, 2015, is provided in a separate section and forms part of this Report.
23. Vigil mechanism:
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated
Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee.
24. Adherence to Maternity Benefit Regulations:
Your Company affirms that it has fully adhered to all applicable provisions of the Maternity Benefit Act, 1961, ensuring comprehensive protection and welfare measures for eligible women employees during maternity.
25. Disclosure on Prevention of Sexual Harassment at Workplace:
Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In accordance with the Company's Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace and confirmation received from the Internal Complaints Committee of your Company a total of 14 complaints of sexual harassment were reported during the financial year under review. All the 14 complaints were duly investigated and resolved within the prescribed timelines, with no cases remaining pending beyond 90 days as of the end of the reporting period.
26. Directors' Responsibility Statement:
Pursuant to Sections 134(3)(c) & 134(5) of the Act, your Directors hereby confirm that:
a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as 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 the FY 2024-25;
c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern basis;
e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
27. Miscellaneous:
During the year, 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 financial year to which the financial statements relate and the date of the report. No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company's operations in future. No amount was required to be transferred to General Reserve. No share with differential rights was issued by your Company nor did your Company issue any equity share as sweat equity share. No fraud took place in the Company during the year and hence, no such reporting was made to the Audit Committee and the Board under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014. There were no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016. Further, there were no instances of one time settlement with the Banker or Financial Institution. The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.
28. Acknowledgements:
Your Directors thank the government authorities, financial institutions, banks, customers, suppliers, members, employees and other business associates of your Company, who through their continued support and co-operation, have helped as partners in your Company's progress and achievement of its objectives.
For and on behalf of the Board of Directors
Balkrishan Goenka
May 29, 2025 Chairman
Mumbai DIN 00270175
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