Welspun Corp Ltd Directors Report

Dear Members,

Your Directors are pleased to present 31st Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

(Rs. in Crore, except EPS)

Particulars	Standalone		Consolidated
	For the year ended		For the year ended
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from operations	8,299.37	8,835.19	16,770.14	13,977.54
Other income	296.35	146.79	135.25	189.79
Total income	8,595.72	8,981.98	16,905.39	14,167.33
Profit before Depreciation, Finance Cost, exceptional Items, share of profit of joint venture, associates and tax	1,319.98	1,056.27	2,370.89	1,857.97
Add: Exceptional Items	220.10	382.72	-	465.68
Less: Finance costs	107.64	192.39	212.17	319.65
Less: Depreciation and amortisation expense	150.90	172.57	354.55	351.07
Add: Share of profit/(loss) of joint venture and associates (net)			342.34	231.16
Add: Profit on sale of shares of associate	-	-	-	377.79
Profit before tax	1,281.54	1,074.03	2,146.51	2,261.88
Less: Income Tax expense
Current Tax	210.02	208.64	305.86	294.80
Deferred Tax	58.00	23.70	220.16	64.80
Profit for the year	1,013.52	841.69	1,620.49	1,902.28
Profit / (Loss) is attributable to:
Owners of the Company	-	-	1,613.05	1,908.14
Non-controlling interest	-	-	7.44	(5.86)
Earnings per share
(a) Basic (in Rs.)	38.47	32.11	61.23	72.80
(b) Diluted (in Rs.)	38.45	31.95	61.20	72.44
Appropriations to Reserves:
Opening balance in Retained Earnings	2,789.02	2,081.70	5,167.62	3,398.87
Profit for the year	1,013.52	841.69	1,613.05	1,908.14
Re-measurements of post- employment benefit obligations, net of tax	0.65	(3.26)	(2.16)	(4.46)
Share of OCI of Joint ventures and associates	-	-	(1.33)	(3.82)
Dividend on equity shares	(131.61)	(131.11)	(131.61)	(131.11)
Share issue expenses	-	-	(3.53)	-
Closing balance in Retained Earnings	3,671.58	2,789.02	6,642.04	5,167.62

Highlights for the year and Outlook

(a) Sales highlights

Product	Consolidated (in MT)
	FY 2025-26	FY 2024-25
MS Pipes	9,53,991	8,51,296
Dl Pipes	3,42,904	2,72,244
SS Pipes	5,236	4,807
SS Bars	27,245	18,860
TMT Bars	1,85,356	2,10,664

(b) Line Pipes

The line pipe business witnessed strong volume growth backed by strong order book positioning in USA. Export mix in domestic line pipe sales volume continued to aid the margins. Total line pipe volume in India, as expected remained low for FY2025-26 due to weakness in domestic water sector. Consistent order wining in USA helped the consolidated global order book to reach to an all- time high level. Your Companys associate company EPIC in Kingdom of Saudi Arabia ("KSA") delivered a landmark performance during the year, achieving its highest-ever profitability and margin performance, supported by higher volumes, disciplined execution, product mix, and capacity utilisation.

The greenfield LSAW pipe projects in KSA and USA have been progressing well and would be completed in FY 2026-27. Your Company already has got a few orders for the upcoming LSAW plant in USA.

(c) Dl Pipes

Despite a challenging market situation, your Company continued to see volume growth in Dl pipe, which was against the industry trend for the year, where most of the large players saw a contraction in volume. Dl pipes sales volume of your Company rose by 26% over the previous year. Your Company also started exporting Dl pipes to countries viz. Europe, Middle East and Africa. Order book remains strong.

Backed by robust domestic market opportunity, strong scope of import substitution, enhanced capability and export potential to neighbouring countries, your Company had decided to increase

proposed Dl Pipe facilitys capacity from 150 KMTPAto 250 KMTPA including Hot Mould Facility (for producing pipes above DN 1200 mm) in KSA. The project is on track and the facility is expected to be completed in FY 2026-27.

(d) Stainless Steel Bars and Pipes & Tubes

Despite challenges, Welspun Specialty performed satisfactorily. For the year, SS Bars sales volume rose 44% YoY while, SS Seamless Pipes & Tubes sales volume rose 9% YoY despite planned maintenance shut down for more than a month during the year. Welspun Specialty has installed new bright bar project, which is under stabilisation process. Welspun Specialty also got new product development order by NPCIL for prestigious steam generator tubes of Nickel Alloy 800H. Also, during the year, Welspun Specialty got acreditation for AS9100D accreditation for aerospace application, IBR accreditation for Alloy steel bars and tubes, Norsok M650 certification and Grade T91 Tube for boilers.

(e) Water Storage Tanks and Plastic Pipes

Sintex has been focusing consistently on channel expansion, premiumisation, branding and Digitalisation. Sintex undertook significant price increases during the last quarter of the year due to increasing raw material costs amid heightened global geopolitical uncertainty. In Water Storage Tanks (WST) segment, Sintex launched Sintex Eterno- an industry-first 50-year warranty tank designed to reinforce premium positioning and build lasting consumer trust. Along with this, Sintex also strengthened its presence in the economy segment through sharper product propositions and planned portfolio expansion. On the branding front, Sintex also undertook consumer campaigns during the T20 World Cup and Womens Premier League.

Plastic Pipe business launched across 10 states with focused on-ground activation initiatives to strengthen market visibility and accelerate contractor engagement. OPVC pipes dispatches also started and are gaining approvals and acceptability across multiple states.

(f) TMT Rebar

Your Company has secured approval from GMRC, GSFC, AUDA Bridge, NHAI 56, PHED Jhalawad and also started process for green steel certification. Your Company has also been consistently supplying pile cage & cut-bend product.

ESG Initiatives

During the year, your Company again achieved significant recognition for its sustainability performance by securing the 5th position globally and 2nd position in India in the Steel sector in the S&P Global Corporate Sustainability Assessment ("CSA") 2025. Your Company achieved an overall ESG score of 78, reflecting a 7% improvement over the previous years score of 73. This recognition underscores your Companys continued commitment towards environmental sustainability, social responsibility, strong governance practices, and transparent disclosures. The improved performance also reflects your Companys focused efforts towards achieving its long-term sustainability goals, including carbon and water neutrality by 2040, while continuing to create long-term value for all stakeholders.

Outlook

The medium to long term business outlook for your Company continues to remain positive across all its businesses, supported by strong focus on Oil & Gas, energy security and transition initiatives, infrastructure investments, reconstruction opportunities and sustained government focus on manufacturing and water security. YourCompanysstrategicfocusremainson strengthening its position in core products and core geographies while enhancing operational efficiency, technology capabilities and customer engagement.

The dividend, if approved by the Members, would involve a cash outflow of Rs. 131.90 Crore (Rs. 131.61 Crore in previous financial year).

Dividend will be payable subject to approval of Members at the ensuing Annual General Meeting ("AGM") and deduction of tax at source to those Members whose names appear in the Register of Members as on the Record Date fixed for the purpose of Declaration of Dividend.

During the year ended March 31, 2026, your Company has transferred dividend of Rs. 3,10,948/- remaining unclaimed for the financial year 2017-18 to the Investor Education and Protection Fund. Details of unclaimed dividend is available on the website of your Company at https://www.welspuncorp.com/unclaimed-dividend.php

In terms of the Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board approved and adopted Dividend Distribution Policy of your 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 your Company.

The Dividend Distribution Policy is available on your Companys website, link of which is provided in the Report on Corporate Governance forming part of this Annual Report.

Welspun Specialty Solutions Limited ("WSSL")

During the year, your Company acquired 4.11% equity stake in its subsidiary, Welspun Specialty Solutions Limited ("WSSL"), from the existing promoter group entities through a block deal transaction for an aggregate consideration of approximately Rs. 109 Crore. Consequent to the acquisition, your Companys shareholding in WSSL increased from 51.06% to 55.17%. The transaction, being an inter-se transfer within the promoter and promoter group entities, did not result in any change in the aggregate promoter and promoter group shareholding in WSSL.

In accordance with the provisions of the Companies Act, 2013 ("the Act"), read with the Companies (Accounts) Rules, 2014, SEBI Listing Regulations and Ind AS 110

- Consolidated Financial Statements and Ind AS 28

- Investments in Associates and Joint Ventures, the Audited Consolidated Financial Statements forms integral part of this Annual Report. Consolidated Financial Statements include financial performance of your Companys subsidiaries, Associates and Joint Ventures, as mentioned in notes to Consolidated Financial Statements.

During the year, three wholly owned subsidiaries including step down wholly owned subsidiary incorporated in UAE and Gift City, Gujarat as under:

Welspun Global Holdings Limited

Welspun Global Holdings Limited ("WGHL") has been incorporated in Dubai International Financial Centre ("DIFC"), United Arab Emirates ("UAE") as a wholly owned subsidiary of your Company. The main object of WGHL is to act as an investment holding company to oversee the investments globally.

Welspun International FZCO

Welspun International FZCO ("WIFZCO") has been incorporated in Dubai Multi Commodities Centre ("DMCC"), UAE as a wholly owned subsidiary of your Company. The main object of WIFZCO is handling global marketing for all the products of parent Company and its

subsidiaries and also carry out the business of trading of any of the products and raw materials in which the parent Company and its subsidiaries transacts.

Welspun Global IFSC Limited

Welspun Global IFSC Limited ("WGIFSC") has been incorporated in Gift City, Gujarat as a step down wholly owned subsidiary of your Company. WMHL is the holding Company of WGIFSC. The main object of WGIFSC is to undertake global/regional corporate treasury centre activities within the International Financial Services Centre (IFSC) framework.

Welspun Corporate Services Limited

During the year, your Company acquired 45% equity stake in Welspun Corporate Services Limited ("WCSL"), while the balance equity stake has been acquired by other Welspun Group entities. WCSL is being positioned as a centralised corporate services platform for Welspun Group entities for providing integrated management and support services, including human resources, legal, regulatory and compliance, taxation, corporate restructuring, mergers and amalgamations, strategic advisory, and other corporate services. The investment is intended to support the establishment and strengthening of WCSL as a centralised umbrella entity for delivering corporate services across the Welspun Group. Consequenttothe acquisition, WCSL has become an associate company of your Company.

Welspun Pipe Company, KSA:

Your wholly owned subsidiaries, WGHL and WMHL, approved an intragroup transfer of 100% equity stake in Welspun Pipes Company ("WPC") from WMHL to WGHL. WPC, which was wholly owned subsidiary of WMHL, shall become a wholly owned subsidiary of WGHL. The aforesaid transfer, being an intragroup transaction between wholly owned subsidiaries of your Company, does not result in any change in the ultimate ownership of WPC and is not expected to have any material impact on the operations, financial position, or profitability of your Company.

Highlights of Major Subsidiaries, Joint Ventures/Associates are as under:

Welspun Pipes Inc., Welspun Tubular LLC, Welspun Global Trade LLC and Welspun Logistics LLC, are

wholly owned subsidiaries in the USA. Welspun Pipes Inc. which is holding investment in Welspun Tubular LLC, Welspun Global Trade LLC and Welspun Logistics LLC has reported a consolidated Revenue of Rs. 6,364 Crore the current year as compared to Rs. 2,441 Crore in the previous year. Consolidated profit after tax is Rs. 823 Crore as compared to Rs. 101 Crore in the previous year.

Welspun Pipes Inc. is a material unlisted foreign subsidiary of your Company.

> Welspun Dl Pipes Limited, a wholly owned subsidiary engaged in production of Dl Pipes has reported a Revenue of Rs. 2,034 Crore in the current year as compared to Rs. 2,062 Crore in the previous year, a decrease of 1.35%. Its profit after tax is Rs. 44 Crore as compared to Rs. 292 Crore in the previous year, a decrease of 85%.

Welspun Dl Pipes Limited is a material unlisted subsidiary of your Company.

> Anjar TMT Steel Private Limited, a wholly owned subsidiary engaged in production of TMT Bars has reported a Revenue of Rs. 899 Crore in the current year as compared to Rs. 1,082 Crore in the previous year a decrease of 17% from the previous year. Its profit after tax is Rs. 20 Crore as compared to Rs. 32 Crore from previous year.

> EPIC, an associate (26.50% shareholding) of your Company engaged in business of manufacturing and coating of HSAW pipes has reported a Revenue of Rs. 5,411 Crore in the current year as compared to Rs. 4,141 Crore in the previous year, an increase of 31%. Its profit after tax is Rs. 1,350 Crore as compared to profit of Rs. 863 Crore in the previous year, an increase of 56%.

A report on the performance and financial position of each of the subsidiaries, joint venture & associates companies included in the consolidated financial statement is presented in Form AOC-1 annexed to this Report as Annexure-1.

Financial statements of the subsidiaries and joint venture are available on your Companys website, link of which is provided in the Report on Corporate Governance forming part of this Annual Report.

Your Company has in accordance with the SEBI Listing Regulations adopted the policy for determining material subsidiaries. The said policy is available on your Companys website, link of which is provided in the Report on Corporate Governance forming part of this Annual Report.

The Authorised Share Capital of your Company stood at Rs. 552.05 Crore comprising of 30,41,00,000 Equity Shares of Rs. 5/- each and 40,00,00,000 Redeemable Cumulative Preference Shares of Rs. 10/- each as at March 31, 2026.

Issued Subscribed and Paid-up equity share capital of your Company stood at Rs. 131.90 Crore comprising of 26,37,90,645 equity shares of face value Rs. 5 each as at March 31, 2026.

During the year, your Company allotted 14,41,250 equity shares of Rs. 5/- each pursuant to the exercise of Stock Options in terms of the Employees Stock Option Scheme - 2005 of your Company.

Your Company does not have any equity shares with differential rights and hence disclosures as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required. Further, your Company has not

issued any sweat equity shares and hence no disclosure is required under Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014.

Your Company has outstanding debentures of Rs. 40 Crore. The details of the same are provided in the Report on Corporate Governance and Shareholder Information forming part of this Annual Report.

During the year, debentures of Rs. 200 Crore redeemed on February 16, 2026 in accordance with the terms of issuance and your Company has not issued any new debentures.

ESOS 2005

During the year under review, in terms of the Employees Stock Option Scheme - 2005 ("ESOS-2005") 5,68,750 stock options vested to eligible employees of your Company and 14,41,250 equity shares of Rs. 5/- each allotted upon exercise of stock options by the employees, of your Company.

ESOS 2022

Pursuant to the special resolution passed by the shareholders at the 27th AGM held on July 29, 2022, your Company provided money for purchase of its own shares by the trust/trustees for the benefit of employees under Welspun Corp Employee Benefit Scheme-2022 ("ESOS- 2022").

During the year under review, the Nomination and Remuneration Committee of the Board of your Company has granted 86,717 stock options to the eligible employees of your Company under ESOS-2022.

The details of Stock Options granted under ESOS-2005 and ESOS-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 Companys website at https://welspuncorp.com/aqm.php

Flowever, the relevant details are provided in the Note no. 50 of the Standalone Financial Statement of your Company forming part of this Annual Report.

A certificate from the Secretarial Auditors of your Company viz. M/s. Siroya and BA Associates, Company Secretaries with respect to implementation of Welspun Employee Stock Option Plan 2005 and Welspun Corp Employee Benefit Scheme - 2022 will be available at the ensuing AGM for inspection by the Members.

Pursuant to section 134(3)(a) and section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return in Form MGT-7 is uploaded on your Companys website and can be accessed at https://www.welspuncorp.com/ annual-return.php

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure-2.

In terms of the provisions of Section 135 of the Act and Rules made thereunder, the Board has a Corporate Social Responsibility (CSR) Committee, which is chaired by Mrs. Dipali Sheth, Independent Director. The other Members of the Committee are Mr. Anjani Agrawal, Independent Director and Mr. Vipul Mathur, Managing Director & CEO. The Corporate Social Responsibility Policy (CSR Policy), indicating the activities undertaken by your Company, is available on your Companys website.

During the year, your Company spent Rs. 7.98 Crore on CSR activities, resulting in 2% of the average net profits of your Company during the last three preceding financial years.

A Report on CSR expenditure is annexed to this Report as Annexure-3.

The audited accounts for the year are in conformity with the requirements of the Act and the Accounting

Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present your Companys financial condition and results of operations.

Pursuant to the provisions of Section 134 of the Act, the Board to the best of its knowledge and ability, confirms that:

a. in the preparation of the annual accounts, 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your 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 your 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 had laid down internal financial controls to be followed by your Company and that 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.

Your Directors re-affirm their continued commitment to the best practices of Corporate Governance. Corporate Governance principles form an integral part of the core values of your Company. Your Company is in compliance with the provisions relating to Corporate Governance.

The Report on Corporate Governance for the year, as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate section, and forms an integral part of this Annual Report. A certificate from M/s. M. Siroya and Company, Practicing Company

Secretary regarding compliance of conditions of corporate governance as stipulated under Chapter IV read with relevant Schedule to the SEBI Listing Regulations is annexed to this Report as Annexure-4.

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, 2026 are given in the Notes nos. 6, 7 and 52 to the Standalone Financial Statements forming part of this Annual Report.

Management Discussion and Analysis for the year, as stipulated under the SEBI Listing Regulations, is presented in a separate section and forms an integral part of this Annual Report.

SUSTAINABILITY REPORT

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

ARRANGEMENTS WITH RELATED PARTIES

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

In line with the requirements of the Act and SEBI Listing Regulations, all Related Party Transactions have been approved by the Audit Committee comprises of all Independent Directors and reviewed by it on a periodic basis. Your Company has formulated a Policy on

Related Party Transactions, which is available on your Companys website, link of which is provided in the Report on Corporate Governance forming part of this Annual Report.

The details of contracts and arrangements with Related Parties of your Company for the financial year ended March 31, 2026, are given in Note no. 42 to the Standalone Financial Statements, forming part of this Annual Report.

PERSONNEL

Appointment/Re-appointment of Directors

In accordance with the provisions of the Act and the Articlesof Association of yourCompany, Mr. AneeshMisra (DIN:10221598) is retiring by rotation at the forthcoming AGM and being eligible for re-appointment, he has been recommended for re-appointment by the Board. The expertise and experience of Mr. Aneesh Misra, are provided in the Report on Corporate Governance which forms part of this Annual Report.

Details about the Director being re-appointed are given in the Notice of the ensuing AGM which is being sent to the Members along with this Annual Report.

There is no pecuniary or business relationship between the Non-executive Directors and your Company, except for the sitting fees and commission payable to the Nonexecutive Directors, in accordance with the provisions of the Act and approval of the Members of your Company.

Key Managerial Personnel

In terms of the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Vipul Mathur, Managing Director & CEO; Mr. Percy Birdy, Chief Financial Officer and Mr. Kamal Rathi, Company Secretary, Compliance officer & Nodal Officer are the key managerial personnel (KMP) of yourCompany as on March 31, 2026.

Meetings of the Board:

The Board of your Company met 8 (Eight) times during the year to deliberate on various matters. The meetings were held on April 10, 2025; April 26, 2025; May 28, 2025; July 29, 2025; October 30, 2025; January 17, 2026; January 30, 2026 and March 19, 2026.

Further details are provided in the Report on Corporate Governance, which forms an integral part of this Annual Report.

Independent Directors

Your Company has received declarations from all the Independent Directors of your Company, confirming that:

they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations;

they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence; and

they have registered their names in the Independent Directors Databank.

Your Companys Board is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in Corporate Governance, Compliance, Financial Literacy, General Management, Fluman Resource Development, Industry Knowledge, Technology, digitisation & innovation, Marketing, Risk Management, Strategic Expertise and Sustainability and they hold highest standards of integrity. Please refer to the disclosure made in the Corporate Report on Corporate Governance forming part of this Annual Report.

All the independent directors on the Board of your Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon ("MCA") as notified by the Central Government under Section 150(1) of the Act and shall undergo online proficiency self-assessment test, as may be applicable, within the time prescribed by the MCA.

Shareholding of the Directors

The details of shareholding of the directors are provided in the Report on Corporate Governance forming part of this Annual Report.

Committees of the Board of Directors

The Board Committees play a crucial role in the governance structure of your Company and have been constituted to deal with specific areas/activities as mandated by applicable regulations; which concern your Company and need a closer review. Majority of the

Members constituting the Committees are Independent Directors and each Committee is guided by its Charter or Terms of Reference, which provide for the composition, scope, powers & duties and responsibilities. The Chairperson of the respective Committees informs the Board about the summary of the discussions held in the Committee Meetings. The minutes of the meeting of all Committees are placed before the Board for review and noting.

During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.

Information on the Audit Committee, the Nomination and Remuneration Committee, the StakeholdersRelationship Committee, the Risk Management Committee, the ESG Committee and the CSR Committee and meetings of those committees held during the year are provided in the Report on Corporate Governance forming part of this Annual Report.

Your Company has in place a policy for remuneration to the Directors, the Key Managerial Personnel and the Senior Management Personnel, as well as a well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The Nomination and Remuneration Policy broadly lays down the guiding principles and the basis for payment of remuneration to the executive and non-executive Directors (by way of sitting fees and remuneration), the Key Managerial Personnel and the Senior Management Personnel.

The Remuneration Policy of your Company, asformulated by the Nomination and Remuneration Committee of the Board is available on your Companys website, link of which is provided in the Report on Corporate Governance forming part of this Annual Report.

The percentage increase in remuneration of each Director and KMP, ratio of remuneration of each Director to the median of employees remuneration as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure 5.

The statement containing the list of top 10 employees in terms of remuneration drawn, particulars of employees employed throughout the year and in receipt of remuneration of Rs. 1.02 Crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs. 8.5 Lakh or more per month in terms of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available on your Companys website at https:// welspuncorp.com/aqm.php. The Annual Report is being sent to the shareholders excluding the aforesaid statement. Shareholders interested in obtaining this information may access the same from your Companys website. In accordance with Section 136 of the Act, this statement is available for inspection by shareholders through electronic mode.

EMPLOYEES

Your Company has established a mechanism for directors and employees to report instances and concerns about unethical behaviour, actual or suspected fraud, or violation of your Companys Code of Conduct. It also provides adequate safeguards against the victimisation of employees, who avail the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases. During the year, no person was denied access to the Chairman Audit Committee.

The details of the Vigil Mechanism are also provided in the Report on Corporate Governance, which forms an integral part of this Annual Report. The policy on establishment of Vigil Mechanism for directors and employees is available on your Companys website, link of which is provided in the Report on Corporate Governance forming part of this Annual Report.

In terms of the provisions of the Act and the SEBI Listing Regulations, the annual performance evaluation of the Board, its Committees and individual Directors was carried out during the year. In order to facilitate an objective and independent evaluation process, the Company engaged an external professional agency to conduct the evaluation exercise. The evaluation framework, including the revised questionnaires and evaluation criteria, was reviewed by the Nomination and Remuneration Committee before being circulated to the

Directors for providing their ratings and feedback in a confidential manner. Each question contains a scale of "1" to "5". Your Company has developed an in-house digital platform to facilitate confidential responses to a structured questionnaire.

The evaluation process covered various aspects relating to the functioning and effectiveness of the Board, Committees and Directors, including Board composition and competencies, strategic oversight, governance and compliance, risk management, Board dynamics, participation in discussions, quality of decision-making, stakeholder engagementand effectiveness of processes and procedures. The evaluation criteria were broadly aligned with the applicable regulatory requirements and governance best practices.

The Independent Directors, at their separate meeting, reviewed the performance of the Non-Independent Directors, the Chairman and the Board as a whole, taking into account the views of the Executive and Non-Executive Directors. Further, the Nomination and Remuneration Committee reviewed the performance evaluation outcome of the Board, Committees and individual Directors. Thereafter, the Board reviewed and discussed the evaluation outcome and noted the suggestions for further strengthening the overall effectiveness of the Board and its Committees.

Results

The outcome of the evaluation reflected that the Board and its Committees continue to function effectively and discharge their responsibilities with a strong emphasis on corporate governance, strategic oversight, ethical conduct, stakeholderengagementand riskmanagement.

The evaluation process acknowledged the diverse experience, domain expertise and constructive participation of the Directors, which contributed positively towards effective deliberations, balanced decision-making and overall Board effectiveness.

The Board also demonstrated strong commitment towards transparency, compliance and long-term value creation for all stakeholders.

The evaluation further highlighted the effective leadership and guidance provided by the Chairman in fostering an environment of open dialogue, constructive discussions and collaborative decision-making.

The performance of the Committees was also found to be effective, with appropriate focus on their respective areas of oversight and governance responsibilities.

The evaluation process also provided valuable insights for continuous improvement and strengthening of governance practices. Certain areas were identified for further enhancement, including deeper Board- managementengagementand strengthening succession planning initiatives.

Statutory Auditors

M/s. B S R &Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), was appointed as Statutory Auditors of your Company for the first term of 5 (five) consecutive years, to hold office till the conclusion of the 34th AGM of your Company.

The observations made by the Statutory Auditors on the Financial Statements (Standalone and Consolidated) of your Company, in their Report for the financial year ended March 31, 2026, read with the Notes therein, are self-explanatory and, therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Act. The Auditors Report does not contain any qualification, reservation, disclaimer or adverse remark.

Cost Auditors

Your Company is required to prepare and maintain the cost accounts and cost records pursuant to Section 148(1) of the Act read with Rules made thereunder. Your Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your Company for auditing cost accounting records for the financial year 2025-26. The Cost Audit Report for the financial year 2024-25 was filed by your Company with the Ministry of Corporate Affairs on August 20, 2025.

Based on the recommendation of the Audit Committee, the Board appointed M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), as the Cost Auditors of your Company for the financial year 2026- 27. Your Company has received consent from M/s. Kiran J. Mehta & Co, Cost Accountants, to act as the Cost Auditor of your Company for FY 2026-27, along with the certificate confirming their eligibility.

In accordance with the provisions of Section 148(1) of the Act and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of your Company. Accordingly, an Ordinary Resolution, for ratification of remuneration payable to the Cost

Auditor for FY 2026-27, forms part of the Notice of the ensuing AGM.

Secretarial Auditors

Pursuant to the provision of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014and Regulation 24Aof SEBI Listing Regulations, the shareholders had appointed M/s. Siroya and BA Associates, Company Secretaries, (Firm Registration Number: P2019MH074300), as Secretarial Auditor of your Company for a term of five (5) consecutive years till FY30 to undertake the Secretarial Audit of your Company.

Secretarial Audit Report for the financial year ended March 31,2026, given by M/s. Siroya and BA Associates is annexed to this Report as Annexure-6. The observations made by the Secretarial Auditor are self-explanatory and, therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Act. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark.

The Annual Secretarial Compliance Certificate duly signed by M/s. Siroya and BA Associates, Company Secretaries has been submitted to the Stock Exchanges in accordance with the provisions of the SEBI Listing Regulations.

Welspun Pipes Inc. is a Material Unlisted Foreign Subsidiary of your Company. However, being a foreign subsidiary the requirement under Regulation 24A of the SEBI Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable for the Financial Year 2025-26.

Welspun Dl Pipes Limited ("WDI Pipes") is a Material unlisted Indian Subsidiary of your Company. In terms of the provisions of Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of WDI Pipes for the financial year ended March 31, 2026 is annexed to this Report as Annexure 7. The Secretarial Audit Report of WDI Pipes does not contain any qualification, reservation, disclaimer or adverse remark.

Secretarial Standards

During the year, your Company is in compliance with the applicable Secretarial Standards specified by the Institute of Company Secretaries of India.

Internal Auditors

In terms of the provisions of Section 138 of the Act, read with the Companies (Account) Rules, 2014, and based

on the recommendation of the Audit Committee, your Company has appointed M/s. Deloitte Touche Tohmatsu India LLP, as the Internal Auditors of your Company.

Reporting of Frauds by the Auditors

During the year under review, the Statutory Auditors, the Cost Auditors, the Internal Auditors and the Secretarial Auditor have not reported any instances of frauds committed in your Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act.

Your Company has in place an adequate internal financial controlsframeworkand internal control system, commensurate with the size, scale and complexity of its operations. The internal control framework is designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Your Company continues to strengthen its internal control environment through periodic reviews, process improvements, automation initiatives and enhanced monitoring mechanisms, wherever considered necessary.

During the financial year under review, the internal controls were tested and no material weakness in the design or operating effectiveness of such controls was observed. Appropriate corrective and preventive actions were undertaken in respect of observations identified during the course of audits and reviews, under the guidance of the Audit Committee.

A risk-based annual internal audit plan, aligned with the business processes, operational priorities and enterprise risks of the Company, is approved by the Audit Committee at the beginning of each financial year. The internal audit framework focuses on evaluating the adequacy and effectiveness of internal controls, governance processes, risk management practices, compliance with applicable laws and regulations, adherence to policies and procedures and reliability of financial and operational information.

The Internal Audit function is carried out by an independent external audit firm comprising qualified professionals, including domain specialists, accounting and financial experts, fraud risk professionals and information technology and cyber security specialists.

The significant internal audit observations, status of implementation of management action plans and adequacy of corrective actions are periodically reviewed by the Audit Committee and key matters are thereafter placed before the Board for its review and guidance.

The Internal Auditors regularly present their audit findings and updates to the Audit Committee.

Your Company continues to maintain a robust Enterprise Risk Management ("ERM") framework commensurate with the size, scale and complexity of its operations and the dynamic business environment in which it operates globally. With the continued expansion of business operations across geographies and evolving regulatory and market conditions, your Company is exposed to various strategic, operational, financial, legal, regulatory, technology, cyber security, data privacy and people- related risks. Your Company recognises that effective risk management is integral to sustainable growth, operational resilience and long-term value creation and therefore has in place a structured Risk Management framework to proactively identify, assess, monitor and mitigate risks across the organisation.

The ERM framework provides for systematic identification, evaluation and prioritisation of risks by business functions and operating locations, assessment of likelihood and potential impact on business objectives and implementation of mitigation plans and internal controls. Risks are categorised based on their severity and criticality and are periodically reviewed in light of changes in the business environment, emerging risks, regulatory developments and strategic priorities. During the year under review, your Company continued to strengthen its focus on cyber security, information security, compliance management, operational efficiencies and business continuity measures.

The identified risks, mitigation measures and action plans are periodically reviewed by the Risk Management Committee. The Risk Management Committee reviews the adequacy and effectiveness of the risk management framework, key enterprise risks, mitigation strategies and emerging risk areas and provides appropriate guidance and recommendations to further strengthen the overall risk governance framework of your Company.

For the key business risks identified by your Company, please refer paragraph on Enterprise Risk Management

in Management Discussion and Analysis forms an integral part of this Annual Report.

INDEPENDENT DIRECTORS

The Directors of your Company are provided opportunities to familiarise themselves with your Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of your Company, its various operations and the industry in which it operates.

The roles and responsibilities of the Independent Directors of your Company are informed to them at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management Personnel. Directors are also informed of the various developments in your Company through Press Releases, emails, etc.

As part of thefamiliarisation programmefor Independent Directors, the Company organised plant visit during the year to provide the Directors with deeper insights into the Companys operations, manufacturing processes, business environment, operational capabilities, and safety and sustainability practices. The visits also enabled the Independent Directors to interact with the Senior Management Personnel and plantteams, thereby enhancingtheirunderstandingoftheCompanysbusiness model, operational challenges, growth initiatives, and industry dynamics. Such initiatives assist the Directors in effectively discharging their roles and responsibilities and contribute meaningfully to the Boards deliberations.

In terms of the Regulation 25(7) of the SEBI Listing Regulations, your Company organised various familiarisation programmes for its Directors including Industry Outlook, Presentations on Internal Control over Financial Reporting, Regulatory updates, Meeting with Senior Executive(s) of your Company, Corporate Social Responsibility Strategy etc.

Thedetailsoffamiliarisation programme (forindependent directors) are disclosed on your Companys website, link of which is provided in the Report on Corporate Governance forming part of this Annual Report.

HARASSMENT OF WOMEN AT WORKPLACE

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

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

There were no complaints pending at the beginning of the year. During the year, your Company has not received any complaints under POSH Act. Your Company is committed to providing a safe and conducive work environment to all its employees and associates.

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

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

I ACKNOWLEDGEMENTS

Your directors express their deep sense of gratitude to all stakeholder, bankers, business associates, contractors, customers, employees, government authorities, joint venture partners, suppliers for the support received from them during the year and look forward to their continued assistance in future.

For and on behalf of the Board of Directors
Vipul Mathur	Balkrishan Goenka
Managing Director & CEO	Chairman
DIN:07990476	DIN: 00270175
Mumbai, May 21, 2026