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You can view full text of the latest Director's Report for the company.

BSE: 514162ISIN: INE192B01031INDUSTRY: Textiles - Terry Towels

BSE   ` 148.70   Open: 132.35   Today's Range 132.15
151.10
+16.35 (+ 11.00 %) Prev Close: 132.35 52 Week Range 105.00
187.80
Year End :2025-03 

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