Welspun Specialty Solutions Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 43 rd Annual Report along with the Audited Financial Statement of the Company for the year ended March 31, 2025.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	2024-25	2023-24
Sales and other income	74,909	71,817
Profit/(Loss) before interest, depreciation and exceptional items	5,616	7,733
Interest and Financial charges	4,397	3,325
Depreciation and Amortization	1,619	1,548
Profit/ (Loss) before exceptional items and tax	(400)	2,860
Profit/(Loss) before tax	(400)	2,860

OPERATIONS

Operations of the Company were as under:

Particulars	2024-25			2023-24
	Production (Qty M.T.)	Sales (Qty M.T.)	Gross Sales	Production (Qty M.T.)	Sales (Qty M.T.)	Gross Sales
Pipe	4,731	4,807	26,208	4,683	4,785	25,294
Steel	29,989*	18,860	45,536	28,439*	15,903	43,762
Others	-	-	628	-	-	611
Total	34,720	23,667	72,372	33,122	20,688	69,667

*Includes produced for Captive Consumption

By focusing on the core competencies and emphasizing on value over only volume, the Company could perform satisfactorily in the FY2025.

During FY25, the Company had to face lots of challenges viz. concentration of container traffic on China- US corridor resulting into lower container availability and higher freight costs, geo political tensions in various parts of the world, demand slowdown in Europe and uncertainty due to US tariff decisions. Despite these, we continue to engage with all our customers to manage these ongoing uncertainties and operational stability.

Welspun Specialty remains sharp focused on buoyant domestic Indian market which is steadily growing and offering significant opportunities specially in value segments like energy, defence, space, powergen, oil & gas, petrochemicals, engineering, public infrastructure etc. Spend on various strategic sectors combined with preference for domestic manufacturing under Make in India policy is creating demand thrust in the country. The growth spend is expected to continue and increase further in times to come. In this scenario an integrated special steels & seamless tubes player like Welspun Specialty offering end-to-end product solutions has incredible opportunities coming its way.

Major highlights of FY25:

• After getting felicitated by BHEL Samvaad 4.0 for developing SUP304H & T91 SS boiler tubes for super critical power

plants, Weslpun Specialty received 4,050 MT order from BHEL for SS boiler tubes for super critical power plant.

• Our Company has got AS 9100D accreditation for aerospace application. Recommendation letter is already received and certification is to follow.

• First tubes order successfully booked for Grades T91 / P91, marking a key step toward establishing regular business in this high-potential segment.

• A new high-value grade, Welsonic-60 (UNS S21800) was produced and delivered, adding to the Companys premium alloy portfolio.

• Our Company has booked first order and delivered successfully for Super-13Cr for oil well applications, opening new avenues in this sector.

• Exploratory initiatives in new geographic markets have also begun yielding results, with first orders received from South Africa.

• Your Company succefully raised Rs 350 Crore through Rights Issue, which got oversubscribed by 3.41%.

• Share of renewable electricity in the overall electricity consumption rose to 31%.

Welspun Specialty continues to remain optimistic focusing on the core competencies - development and delivery of value added products, Innovative product offerings that meet critical market needs, building strategic partnerships, securing approvals and accreditations to enhance our capabilities, embracing technology, fostering innovation and digitalization to streamline our processes and drive growth and consistent thrust on sustainability.

The strategy is to enhance the competitive market position by diversifying into sustainable, high-growth industries and expanding into new grades and applications. The key differentiators will be a) focus on manufacturing and technology upgradation, b) build global customer base and enter new geographical segments, c) research, development and technological capabilities and d) quality control and quality certifications.

With expected higher utilization and well planned business strategy, the profitability of the Company is likely to improve with stronger balance sheet.

SHARE CAPITAL

During the year under review, the following are some of changes which happened and resulted into increase in paid up share capital of the Company.

• Reclassification of authorised share capital:

The Members of the Company at their Annual General Meeting held on September 25, 2024 by passing a special resolution reclassified the authorized share capital of the Company from Rs.565,00,00,000/- (Rupees Five Hundred and Sixty Five Crores Only) divided into: (i) 55,00,00,000 (Fifty Five Crores) Equity Shares of Rs.6/- (Rupees Six Only) each and (ii) 23,50,00,000 (Twenty Three Crores Fifty Lakh) Preference Shares of Rs.10/- (Rupees Ten Only) each to Rs.565,00,00,000/- (Rupees Five Hundred and Sixty Five Crores Only) divided into: (i) 85,00,00,000 (Eighty Five Crores) Equity Shares of Rs.6/- (Rupees Six Only) each and

(ii) 5,50,00,000 (Five Crore Fifty Lakh) Preference Shares of Rs.10/- (Rupees Ten Only) each, which led to consequential alteration of clause V of the Memorandum of Association of the Company.

• Rights Issue of equity shares:

During the year under review, the Company has allotted 13,25,22,289 equity shares by the approval of the Rights Issue Committee of the Board of Directors at its meeting held on March 24, 2025 at a face value of Rs. 6/- each at an issue price of Rs. 26.40 per equity share (including Rs. 20.40 premium) aggregating to Rs. 349,85,88,429.60 to all the eligible equity shareholders in the ratio of 1 Rights equity share for every 4 equity shares held by the eligible equity shareholders of the Company. The issue was oversubscribed by 3.41%.

In view of the above, paid-up equity share capital of the Company was increased from Rs.368,95,77,646/- to Rs.3,97,56,68,670/- divided into 66,26,11,445 equity shares of Re. 6/- each.

The issued, subscribed and paid up share capital of the Company as on March 31, 2025, stood at Rs. 448,47,11,380/- (Rupees Four Hundred Forty Eight Crore Forty Seven Lacs Eleven Thousand Three Hundred Eighty only) comprising of 66,26,11,445 (Sixty Six Crore Twenty Six Lacs Eleven Thousand Four Hundred Forty Five) equity shares of Rs.6/- (Rupees Six only) each fully paid up and 5,09,04,271 (Five Crore Nine Lacs Four Thousand Two Hundred Seventy One) preference shares of Rs.10/- (Rupees Ten Only) each fully paid up.

DIVIDEND

With a view to maintain sufficient funds for working capital and growth of business, your Directors do not recommend any dividend for the financial year ended March 31, 2025.

DIVIDEND DISTRIBUTION POLICY

In terms of the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations”), the Board of Directors approved and adopted Dividend Distribution Policy of the Company setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders and/ or retaining the profits earned by the Company. The Policy is available on the Companys website at https://welspunspecialty.com/policy.php.

TRANSFER TO RESERVE

During the year under review, the Company did not transfer any amount to the general reserve.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES COMPANIES

The Company does not have subsidiary, associate and joint ventures companies.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

a. Board of Directors:

Details of changes in the Board of Directors of the Company during the year under review are as under:

i. Mr. Atul Desai (DIN: 00019443)

Mr. Atul Desai, an Independent Director of the Company retired from the post of Independent Directorship of the Company from the closure of business hours of May 26, 2024 on account of completion of his second term of 5 consecutive years as Independent Director.

The Directors place on record its sincere appreciation for the valuable contributions and guidance provided by Mr. Desai during his tenure.

ii. Mr. Anuj Burakia (DIN: 02840211)

Mr. Anuj Burakia was reappointed as CEO & Whole Time Director of the Company with effect from July 29, 2024, for further period of three years pursuant

to the approval accorded by the Members of the Company through postal ballot on July 21, 2024.

iii. Mr. Balkrishan Goenka (DIN: 00270175)

In terms of Regulation 17(1 D) of the SEBI Listing Regulations, the Members of the Company at their Annual General Meeting held on September 25, 2024, accorded their approval for continuation of directorship of Mr. Balkrishan Goenka, Non-Executive and Non-Independent Director, not liable to retire by rotation, on the Board of Company for the period of five years commencing from April 1, 2024 to March 31, 2029.

iv. Mrs. Dipali Sheth (DIN: 07556685)

Mrs. Dipali Sheth who was appointed as Independent Director of the Company with effect from April 26, 2024, resigned from the post of Independent Director of the Company from the closure of business hours of November 23, 2024, due to additional responsibilities taken by her in other organizations.

The Directors place on record its sincere appreciation for the guidance and support provided by Mrs. Sheth during her tenure.

v. Mr. Ravindra Pandey (DIN: 07188637)

Mr. Ravindra Pandey was appointed as Independent Director of the Company with effect from November 23, 2024 for a period of three consecutive years commencing from November 23, 2024, pursuant to the approval accorded by the Members of the Company through postal ballot on February 16, 2025.

In terms of the provisions of the Act and the SEBI Listing Regulations, the Nomination & Remuneration Committee, after reviewing and evaluating the composition of the Board, including the skills, knowledge and experience of the Directors had recommended the aforesaid appointments/ re-appointments to the Board.

Further, in accordance with the provisions of the Act, and the Articles of Association of the Company, Mr. Anuj Burakia (DIN: 02840211), is liable to retire by rotation at the 43rd Annual General Meeting of the Company.

b. Key Managerial Personnel:

Details of changes in the Key Managerial Personnel of the Company during the year under review are as under:

i. Mr. Brijveer Singh

Mr. Singh resigned as the Chief Financial Officer of the Company with effect from December 19, 2024 due to personal family reasons.

The Directors place on record its sincere appreciation for the contribution and support provided by Mr. Singh during his tenure.

ii. Mr. Navin Agarwal

Mr. Agarwal was appointed as the Chief Financial

Officer of the Company with effect from

December 19, 2024.

c. Declaration by Independent Directors:

The Company has received declarations from each Independent Director as per the provisions of Section 149 (7) of the Act and the Regulation 25(8) of the SEBI Listing Regulations, as amended from time to time, confirming he / she meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations. There has been no change in the circumstances as on the date of this Report which may affect his / her respective status as an Independent Director.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standard of integrity.

All the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Act. As per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company shall undergo online proficiency self-assessment test, as may be applicable, within the time prescribed by the IICA.

d. Annual Evaluation of Board, its Committees and Directors :

The performance evaluation of the Board of Directors, its Committees and of Individual Directors were conducted by the entire Board (excluding the Director being evaluated) on the basis of a structured questionnaire which was prepared after taking into consideration SEBIs guidance note on board evaluation and inputs received from the Directors, covering various aspects of the Boards 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 and governance.

For the financial year 2024-25, the annual performance evaluation was carried out by the Independent Directors, the Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-Independent Directors, Executive Director, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory to the Board.

e. Remuneration policy and criteria for making payment to Non-Executive Directors:

Pursuant to Section 178 (3) of the Act and provisions of SEBI Listing Regulations, the Nomination and Remuneration

Committee (NRC) and the Board of Directors at their respective meetings held on 5th February, 2019 had approved and recommended a revamped policy relating to criteria for determining qualifications, positive attributes and Independence of Directors, the remuneration for the Directors, Key Managerial Personnel and other employees.

For the Companys policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub-section 3 of Section 178 of the Act, please refer to the Para of the “Corporate Governance Report” annexed to this Report as Annexure II.

f. Meeting of the Board of Directors :

Eight (8) meetings of Board of Directors were held during the financial year 2024-25, the details of which are given in point 2(b) of the “Corporate Governance Report” annexed to this Report as Annexure II.

g. Committees of the Board of Directors :

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Risk Management Committee, as applicable, and details of meetings of those committees held during the year under review are given in the “Corporate Governance Report” annexed to this Report as Annexure II.

There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

DISCLOSURE AS PER SECTION 197(12) AND RULE 5 (1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The Independent Directors are paid sitting fees at a fixed rate per meeting of the Board or the Committee attended by them and as such the same cant compare with the remuneration to the employees.

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year	Ratio in case of Mr. Anuj Burakia, CEO & WTD is 1:75
(ii) the percentage increase in remuneration of each Director, Chief	Anuj Burakia	CEO & WTD	8.36%
Financial Officer, Chief Executive Officer, Company Secretary or	Navin Agarwal*	CFO	-
Manager, if any, in the financial year:	Brijveer Singh#	CFO	22.8%
	Suhas Pawar	CS	25.1%
(iii) the percentage increase in the median remuneration of employees in the financial year:	Median remuneration decreased by 1.90%.
(iv) the number of permanent employees on the rolls of company	691 as on March 31, 2025
(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last	The average increase in remuneration of employees excluding KMP in last financial year was 8%.
financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:	The remuneration of the KMP is decided based on the individual performance as well as performance of the Company, inflation, prevailing industry trends and benchmarks.
(vi) Affirmation that the remuneration is as per the remuneration policy of the Company.	Remuneration paid during the year ended March 31, 2025, was as per the Remuneration Policy of the Company.

* Appointed as CFO w.e.f. December 19, 2024.

# Resigned as CFO on December 19, 2024.

PARTICULARS OF EMPLOYEES

The details of employees of the Company drawing remuneration as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is made available on the website of the Company at https://www.welspunspecialty.com/notice.php.

EMPLOYEE STOCK OPTIONS

The Company have not granted stock options during the year under review. The disclosures in compliance with the Regulation 14 of 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 available on the website of the Company at https://www.welspunspecialty.com/notice.php.

Certificate from M/s. JMJA & Associates LLP, Company Secretaries, Secretarial Auditors of the Company with respect to the implementation of Welspun Employee Stock Option Scheme would be placed before the Members at the ensuing Annual General Meeting of the Company and a copy of the same shall be available for inspection at the Registered office of the Company.

DEPOSITS

The Company has not accepted any deposit within the meaning of Chapter V to the Act. Further, no amount on account of principal or interest on deposit was outstanding or unclaimed or unpaid as at the end of the financial year under the Report.

ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 is placed on the website of the Company and can be accessed at https://www.welspunspecialty.com/notice.php.

DETAILS OF RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinary course of business and at arms length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. For material related party transaction, the Company obtains prior approval of the Members of the Company. A statement giving details of all Related Party Transactions is placed before the Audit Committee on a quarterly basis for its review. The disclosure of Related Party Transactions as required in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 is not applicable for this year.

The Companys policy on Related Party Transactions as approved by the Board is uploaded on the Companys website https://www.welspunspecialty.com/policy.php

Save and except as disclosed in the financial statements, none of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, please refer Note no.39 for details of related party transactions.

AUDITORS AND THEIR REPORTS

a. Statutory Auditors:

During the year under review, M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/N500016) resigned as the Statutory Auditors of the Company with effect from July 23, 2024, due to change in auditors at holding company level, which resulted into arising of casual vacancy in the office of the Statutory Auditors of the Company.

M/s. BSR & Co. LLP (BSR), Chartered Accountants, (Firm Reg. No.101248W/W-100022), was appointed as the Statutory Auditors with effect from July 23, 2024 to fill the said casual vacancy till the conclusion of the Annual General Meeting and thereafter for a period of five years commencing from the conclusion of Forty Second Annual General Meeting till the conclusion of Forty Seventh Annual General Meeting of the Company.

The Audit Report did not contain any qualifications, reservations, adverse remarks or disclaimers and no fraud was reported by the Statutory Auditors of the Company to the Audit Committee pursuant to Section 143(12) of the Act.

b. Internal Auditors:

Based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. Deloitte Touche Tomastu

India LLP as the Internal Auditors of the Company for the financial year 2024-25.

The internal audit was completed as per the scope defined by the Audit Committee.

c. Cost Auditors:

The Company maintains cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. As per Section 148 of the Act, the Board of Directors have appointed M/s. Kiran J. Mehta & Co, Cost Accountants, (Firm Registration No.000025) as the Cost Auditors for the financial year 2025-26 at a remuneration of Rs.1,25,000/- p.a. on the recommendations of the Audit Committee.

The Board recommends ratification of the remuneration payable to the Cost Auditors for the year ending on March 31, 2026 by the Members at the ensuing Annual General Meeting.

The Cost Auditors Report did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company pursuant to Section 143(12) of the Act. The Cost Audit Report for the financial year 2023-24 was e-filed on August 22, 2024. The Cost Audit Report for the financial year 2024-25 is in progress and the report will be filed with the Ministry of Corporate Affairs, Government of India, within the statutory timeline.

d. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. JMJA & Associates LLP, Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report issued by the Secretarial Auditors for the financial year 202425 is annexed herewith as Annexure I to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks and no frauds were reported by the Secretarial Auditors to the Company under Section 143(12) of the Act.

Further, as per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and SEBI Listing Regulation read with SEBI (LODR) (Third Amendment) Regulations, 2024, the Board has recommended to appoint M/s. MNB & Co LLP, Company Secretaries (Firm Registration No. L2020MH009600)as the Secretarial Auditors of the Company for the term of 5 (five) consecutive years i.e. from April 1, 2025 to March 31, 2030.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

The Company has not made any investment nor given any loan or provide any guarantee / security for repayment of loan under Section 186 of the Act.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board has adopted vigil mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or unethical behaviour or misconduct etc. For the Companys policy on establishment of Vigil Mechanism for Directors and Employees, please refer to the point no.13 (iii) of the “Corporate Governance Report” annexed to the Boards Report as Annexure II.

The details of Whistle Blower Policy and Vigil Mechanism is also available on the Companys website at https://www.welspunspecialty.com/policy.php.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo required pursuant to the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given below.

During year under review, the Company has taken various initiatives to conserve energy and improve technology being used for production as discussed in detail hereunder. This has helped the Company in its journey on moving up the value chain.

A. Conservation of Energy

(i) the steps taken or impact on conservation of energy;

The following are measures taken during the

year under review:

• Installed energy efficient pump at Rolling Mill Scale Pit (Replaced 55 KW to 35 KW).

• Used alternate cooling pump for compressor cooling, which has eliminated 90 KW pump operation during SMS shutdown.

• Installed 5.5 KW scale water pump for water recirculation in WHF during roll change/breakdown.

• Put in place the Occupancy sensor for controlling air-conditioners and lighting at Pipe plant offices.

• Installed auto level controller to control pump operation at various locations, eliminated the manual intervention, and reduced operational time.

(ii) the steps taken by the company for utilizing

alternate sources of energy;

• The Company has signed agreement for procurement of hybrid (solar +wind) power supply. During the year under review, the Company utilised 31 % Hybrid units against total power consumption.

• Continued use of cleaner source of energy as NG with improved efficiency.

(iii) the capital investment on energy conservation equipment;

• Energy conservation equipment were added to the production facility during the year under review with approximate cost Rs. 6.5 Lakhs.

B. Technology Absorption:

(i) the efforts made towards technology absorption;

• SCADA implemented for bright bar peeling, reeler and belt polish for controlled force operation.

• SCADA implemented in 3.5 & 4.5” pilger for auto control instead of manual control.

• Auto control of gases in AOD instead of manual control to improve consistent quality

• Developed largest section in caster having

dimension of 375 x 400 to meet specific

customer requirement

• SCADA implementation in WHF for individual room traceability

• AMLC Installed at caster

• Introduction of shot peening operation to

meet specific product application for heat exchanger tubes

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

• Development of roll set in blooming mill for processing of 140-150 mm dia from blooming mill only (Eliminate use of 3HI)

• New Casting Size 375X 400

• New product development - 9Cr, 13Cr, Super 13Cr, Super 304, Nitronic 60, 17-4Ph with new cycle to meet specific product requirement.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

Upgradation of Auto Mould Level Control at caster.

(iv) the expenditure incurred on Research and Development.

The products and process development are undertaken by the Company internally.

C. Capacity Enhancement & Technological Upgradation:

• Extrusion PRESS with SCADA control in build with robotic loading.

• Improved ball screw length in double hole drilling machine to accommodate billet upto 700 mm Length

• Improved loading and unloading mechanism along with clamping position and methodology to improve throughput to double

• Activated one more probe in ROTA UT to ensure consistent thickness check.

• ROTA UT and Immersion UT upgradation.

D. Foreign exchange earnings and outgo

(i) Foreign exchange earned in terms of actual inflows during the year;

FOB Value of exports Rs.26,159 Lakhs (Previous Year Rs. 25,724 Lakhs).

(ii) Foreign exchange outgo during the year in terms of actual outflows;

Imports on CIF Basis/expenditure in foreign currency Rs. 5,551 Lakhs (Previous Year Rs. 11,862 Lakhs).

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance is annexed hereto as a part of this Report as Annexure II. A certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under the SEBI Listing Regulations is attached to this report as Annexure III. Management Discussion and Analysis is separately given in this Report as Annexure V.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company has provided the Business Responsibility and Sustainability Report on voluntary basis which is annexed hereto as Annexure VI.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based on the representations received from the Operating Management, and after due enquiry, hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 March 31, 2025, and of the profit and loss of the Company for that period;

c) the directors had 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 had 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 such internal financial controls are adequate and were operating effectively; and

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

RISK MANAGEMENT

The Company has constituted a Risk Management Committee in compliance with the SEBI Listing Regulations. The details of this Committee and its terms of reference are set out in the Corporate Governance Report.

The Board has approved Risk Management Policy (RMP) to effectively address financial, operational, compliance and strategic risk. A structured enterprise risk management program has been formulated and implemented. The Risk Management Committee was formed and adopted its charter to periodically review the risk management process, risks and mitigation plans and provide appropriate advise in the improvement areas, if any, identified during the review.

Please refer to the Management Discussion and Analysis section attached to this Report for risks and threats relevant to the Company.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

The details of familiarization programme conducted for Independent Directors are disclosed on the website of the Company at link: https://www.welspunspecialty.com/policy.php. More than 2 hours were spent by the Independent Directors cumulatively in several familiarization program during the year under review.

CODE OF CONDUCT

The Company has a Code of Conduct for Board members and Senior Management Personnel. A copy of the Code has been put on the website of the Company for information of all the members of the Board and Senior Management Personnel at https://www.welspunspecialty.com/policy.php. Each Director and Senior Management Personnel including all functional heads, to which this code has been made applicable, have affirmed their compliance with the Code. A declaration by Mr. Anuj Burakia, CEO & Whole Time Director, to this effect given in the Corporate Governance Report forms part of this report.

PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In compliance with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on Prohibition and Prevention of Sexual harassment of women at the workplace.

The Company has complied with the provisions relating to constitution of Internal Complaint Committee (“ICC”) under

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The ICC comprises of internal as well as external members. Further, based on the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace and confirmation received from the Internal Complaints Committee of your Company, one case of sexual harassment was reported during the year under review which was resolved.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. The Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC”) within the meaning of the explanation of Section 134(5)(e) of the Act, the SEBI Listing Regulations and other relevant statutes applicable to the Company. The executive management and Internal Auditors continuously monitors the efficiency of the internal controls / compliance, 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 organizations risk management, control and governance processes. For the year ended March 31, 2025, the Board is of the opinion that the 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. Also refer paragraph under caption "internal control system” in Management Discussion and Analysis forming part of this report.

The Internal Audit is carried by independent external audit firm consisting of qualified accountants, domain & industry experts, fraud risk and information technology specialists.

MISCELLANEOUS

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.

The Company has not made any provision of money for the purchase of, or subscription for, shares of the Company or its holding 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 Companies (Share Capital and Debentures) Rules, 2014 is not required

During the year under review,

• There was no change in the general nature of business of the Company;

• No material change or commitment has occurred which would have adversely affected the financial position of the

Company between the end of the financial year to which the financial statements relate and the date of this report;

• No share with differential rights was issued by the Company nor did the Company issue any equity share as sweat equity share;

• No fraud took place in the Company during the year under review and hence, no such reporting was made to the Audit Committee and the Board under Rule 13(3) of the Companies (Audit and Auditors) Rules, 2014;

• No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the Companys operations in future;

• There was no revision in the financial statements.

• There was no instance of one-time settlement with any Bank or Financial Institution.

• There are no agreements defined under clause 5A of paragraph A of part A of schedule III of the SEBI Listing Regulations that are binding on the Company.

• No application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016, nor any such proceeding was pending at the end of the financial year under review.

SAFETY

The Company conducts regularly Safety audit through competent authorities for its manufacturing facility located at Jhagadia, Bharuch, Gujarat. The Company also organizes various safety awareness programs to impart safety training to its employees.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express gratitude for valuable assistance and cooperation extended to the Company by financial institutions, banks, statutory and regulatory authorities, customers, suppliers and other agencies engaged with the Company. Your Directors also wish to place on record their sincere appreciation of the dedicated services, hard work, solidarity and profuse support by all the employees of the Company.

For and on behalf of the Board of Directors
Balkrishan Goenka	Anuj Burakia
Chairman	CEO & Whole Time Director
DIN:00270175	DIN:02840211
Place: Mumbai
Date: April 29, 2025