welspun enterprises ltd Directors report

To,

The Members,

Welspun Enterprises Limited

Your Directors have pleasure in presenting the 29^th Annual Report of the Company along with the Audited

Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS:

Particulars	Standalone		Consolidated
	F.Y. 2022-23	F.Y. 2021-22	F.Y. 2022-23	F.Y. 2021-22*
Revenue from operations	2,676.38	1,306.94	2,758.19	1,342.33
Other Income	98.63	37.80	143.45	57.03
Total Revenue	2,775.01	1,344.74	2,901.64	1,399.36
Total Expenditure	2,524.85	1,228.74	2,642.40	1,291.11
Exceptional Items	509.90	0	482.99	0
Share of profit/ (loss) from associate and joint venture	-	-	(0.79)	(2.83)
Profit Before Tax from continuing operations	760.06	116.00	741.43	105.42
Tax expenses/ (credit)	46.94	22.56	57.02	25.62
Net Profit from continuing operations	713.12	93.44	684.41	79.80
Net Profit from discontinued operations	41.64	46.30
Profit for the year	713.12	93.44	726.05	126.10
Other Comprehensive Income	(3.06)	1.39	(3.12)	1.40
Total Comprehensive Income	710.06	94.83	722.93	127.50
Earnings Per Share
Basic ()	47.55	6.27	48.19	8.37
Diluted ()	47.44	6.24	48.08	8.33

Note - During the financialyear 2022-23, the Group has divested 100% equity stake in each of Welspun Delhi Meerut Expressway Private Limited (‘DME), Welspun Road Infra Private Limited (‘WRIPL), MBL (CGRG) Roads Limited (‘CGRG), MBL (GSY) Roads Limited (‘GSY), Chikhali-Tarsod Highways Private Limited (‘CTHPL) and 49% equity stake in Welspun Infrafacility Private Limited (‘WIFPL). Consequently, the operating profit upto the date of divestment had been recognised as discontinued operations and related comparatives were restated in accordance with the applicable

IndAS.

The financial statements have been prepared in accordance with the applicable accounting standards. Your Companys total revenue from operation has seen growth of 105% on standalone and consolidated basis. Profit before Tax has increased by 603% on consolidated basis and by 555% on standalone basis. Profit After Tax has increased by 626% on consolidated basis and increased by 663% on standalone basis. The said increase in revenue from operation, profit before tax and profit after tax was on account of Highway Portfolio Monetization i.e. Actis Deal.

2. PERFORMANCE HIGHLIGHTS FOR THE YEAR AND OUTLOOK:

(a) Performance highlights for the financial year ended March 31, 2023 are as under:

Particulars	Standalone		Consolidated
	F.Y. 2022-23	F.Y. 2021-22	F.Y. 2022-23	F.Y. 2021-22
Revenue from Engineering, Procurement and Construction (‘EPC) and other operating income	2,676.38	1,306.94	2,745.74	1,390.48
Toll Collection	-	-	124.50	109.20

(b) Since the last report the following developments took place:

ROAD PROJECTS:

Your Company completed the process of change in ownership of 5 HAM and 1 BOT (Toll) (partial transfer) project in a most efficient and time bound manner in the financial year 2022-23.

National Highways Excellence Award (Gold) was presented to your Company for excellence in project management

– PPP for Delhi-Meerut Expressway

(Package-1) by Ministry of Road, Transport & Highways.

Provisional Commercial Operation

Date (PCOD-II) issued by NHAI for Mukarba Chowk Panipat Road Project (MCPRP) w.e.f March 28, 2023. For a

Build Operate Transfer Model ("BOT") in the state of Delhi and Haryana your

Company started collecting the toll for the additional length.

‘Unique Highway Project of the Year award by ASSOCHAM was presented to your Company for Chikhli Tarsod Highway Project by Honble Union

Minister of Road Transport and

Highways, Govt. of India. Further a video on Discovery Channel was demonstrated highlighting that the project has been instrumental in transforming lives of the local population, especially farmers, students and working class individuals and it uplifted and touched lives of hinterlands citizens and connected them with the aspirations of urban India.

All of our completed NHAI projects namely Welspun Delhi Merrut Expressway Private Limited, Chikhali Tarsod Highways Private Limited, MBL

(GSY) Road Limited, MBL (CGRG) Road Limited & Welspun Infrafacility Private Limited are featured in NHAI e-Coffee Table Book dated May 4, 2023.

WATER PROJECTS:

Your Company bagged a prestigious contract from Brihanmumbai Municipal Corporation for the Design, Build,

Operation & Maintenance of a 418 MLD Waste Water Treatment Facility along with 209 MLD Tertiary Treatment plant at Dharavi, Mumbai. This is the single largest contract won so far by your

Company.

This waste water treatment plant is being built on advanced technology with multi-tier construction thereby reducing the footprint to record low of 123 Sq.m/ MLD for such capacity treatment vis-a-vis 450 Sq.m/ MLD with conventional process. Besides this

Biogas generated during the process wastewater treatment will be used to produce electricity to the extent of

50% of required power for operation of this STP making it self-sustainable thereby reducing dependency on the

Grid power.

Your Company had earlier bagged contracts from UP State Water &

Sanitation Mission for implementation of water supply for more than 2,500 villages spread across 5 districts of

Uttar Pradesh viz. Sant Ravidas Nagar, Jaunpur, Ambedkar Nagar, Ayodhya and Bulandshahar under Jal Jeevan

Mission. The project is in advance stage of execution and once completed will benefit ~ 40 lakh rural population

Your Company was conferred with

EPC World award for Outstanding

Contribution in Urban Infrastructure

(Water Project) for Dewas Water Project.

(c) STRATEGICDIVESMENTOFOPERATIONAL

HIGHWAY PORTFOLIO

During the FY 2022-23, your Company had executed definitive agreements to exit its portfolio of operating road concessions ("Highway Portfolio") to Actis Highway

Infra Limited ("Actis") for an aggregate Enterprise Value ("EV") of approximately

6,000 Crore. The Highway Portfolio comprises of 5 completed HAM assets (Welspun Delhi Meerut Expressway Private Limited, Welspun Road Infra Private Limited, MBL (CGRG) Road Limited, MBL (GSY) Road Limited, Chikhali Tarsod Highways Private

Limited) and one operating BOT-Toll asset

(Welspun Infrafacility Private Limited).

It may be noted that the aforesaid EV excludes construction linked milestone/ grant payments of approximately 3,000

Crore received/receivable from National Highways Authority of India ("NHAI") and Public Works Department of Government of Maharashtra ("PWD"), thus, valuing the Highway Portfolio being exited at approximately 9,000 Crore. The Highway

Portfolio as on the date of First Closing had outstanding senior debt of 3,544 Crore. The completion of the above transaction was subject to completion of customary and regulatory compliances and approvals from NHAI, PWD, and lenders.

(d) CURRENT BUSINESS / PROJECTS

Post the completion of Actis Deal, your

Company has a robust Order Book of ~

10,100 Crore which comprises of 60% in water sector and 40% in road sector as given below:

(i) two underconstruction HAM road projects - Sattanathapuram-

Nagapattinam in Tamil Nadu and Aunta–Simaria, which includes construction of one of the widest extradosed bridge on River Ganga;

(ii) one EPC road project in Varanasi Aurangabad NH2 project;

(iii) Rural water supply project for UP State Water and Sanitation Mission, under Govt. of Indias Jal Jeevan Mission initiative:

To provide access to safe and adequate drinking water to 2,500+ villages for 40 lakh beneficiaries.

(iv) 418 MLD Wastewater Treatment Facility at Dharavi, Mumbai:

Completed design, engineering and planning works and have commenced resource mobilization for construction.

It will be Indias first multi-tier Waste Water Treatment Facility, with state-of-the art technology and low footprint.

(v) BOT asset in Dewas – operational

Water treatment plant to supply

23 MLD of water to industrial customers in Dewas, Madhya

Pradesh.

With the abovementioned projects in hand, your Company will continue to focus on large-value road and water projects under all the prevalent models HAM, BOT and EPC.

Oil & Gas:

Investments in Oil & Gas blocks through Adani Welspun Exploration Ltd (AWEL), a 65:35 JV between Adani Group & WEL.

Currently 3 assets 2 in Mumbai Offshore and 1 in Kutch Offshore.

Target to achieve first gas production from our acreages by 2026-27.

(e) KEY ANNUAL ACHIEVEMENTS

(i) Received Completion Certificates for three projects Amravati-Akola (AM2), Chutmalpur-Ganeshpur (CGRG) and Chikhali-Tarsod Highway Road Project (CTHPL);

(ii) Secured Provisional Completion

Certificate (PCOD-II) for Mukarba Chowk-Panipat Road Project (MCPRP) completed 97% of the total project length. Project was recently inaugurated by Shri Nitin Gadkari, Honble Minister for Road Transport & Highways, Government of India;

(iii) Secured additional contract of 1,600+ Crore, as part of Varanasi-Aurangabad

Road Project (VARP) and

(iv) Secured our largest order for the construction of a 418 MLD Wastewater

Treatment Facility, at Dharavi Mumbai, amounting to 4,884 Crore (inclusive of taxes).

(f) STRATEGY

(i) Pursue our asset-light business model, to selectively bid for projects that are high-value and margin-accretive in

HAM, BOT (Toll) and EPC modes;

(ii) Diversify our portfolio to de-risk ourselves from dependency on any single sub-segment of infrastructure and

(iii) Focus on project management and engineering solutions, projects with higher engineering complexity and execution excellence.

3. RETURN TO SHAREHOLDERS:

During the Financial Year 2022-23 and upto the date of this report the return to shareholders was

369.97 Crore (including Tax) which comprised of Final Dividend (FY 22), Special Dividend and

Buyback.

(a) BUY BACK OF EQUITY SHARES

Post the monetization of partial Highway

Portfolio, as a continuous focus to reward the shareholders, your Company had announced on December 30, 2022 to buy back 1,17,50,000 (7.834%) equity shares of 10/- each fully paid up at a price of 200/- per equity share for a total consideration of 235 Crore /- from the existing shareholders in accordance with provisions of Sections

68, 69, 70 of the Companies Act, 2013, the

Companies (Share Capital and Debentures)

Rules, 2014 to the extent applicable, and the

Securities and Exchange Board of India (Buy

Back of Securities) Regulations, 2018. Your Company had extinguished 1,17,50,000 fully paid up Equity Shares on April 13, 2023.

(b) DIVIDEND & TRANSFER TO RESERVES

Post the monetization of partial Highway

Portfolio, as a continuous focus to reward the shareholders, your Company had announced a special dividend @ 75% during the financial year 2022-23 i.e. 7.50/- per equity share of 10/- each fully paid up out of the net profits.

Further, your Board is pleased to recommend a dividend @ 10% for the year ended March 31, 2023, i.e. Re. 1.00/- per equity share of

10/- each fully paid up out of the net profits (subject to approval of members at the ensuing Annual General Meeting).

A snapshot of the dividend track record of your Company for previous financial years given below.

Financial Year	Total Dividend (%)	Cash Outflow in Crore including Tax
2022-23	85	134.98
2021-22	15	22.34
2020-21	15	29.74
2019-20	20	34.56
2018-19	20	26.86

In respect of dividend declared during the previous years, 0.94 Crore remained unclaimed as on March 31, 2023.

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

As per the Distribution Policy – Return to the Shareholders of the Company, the Board endeavors to achieve distribution of an amount of profit subject to maximum of 25% of Profit after Tax for a financial year, on consolidated basis or standalone basis, whichever is higher.

The amount of dividend for the year ended

March 31, 2023 works out to 19% of Profit After Tax on consolidated basis. The Policy is available on the website of the Company at "https:// www.welspunenterprises.com" under the tab – "Investors - Policies".

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

4. INTERNAL CONTROLS & INTERNAL AUDIT:

The Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. The

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 impact on the Companys operation.

At the beginning of each financial year, a risk-based annual audit plan is rolled out after it is approved by the Audit Committee consisting of soley Independent Directors and based on their recommendations the Board approves the annual audit plan. The audit plan aims to evaluate the efficacy and adequacy of the internal control system(s) and compliance(s) thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations.

The Internal Audit is carried out by independent external audit firmconsisting of qualified accountants, domain & industry experts.

Based on the reports of internal auditor, corrective actions are taken, wherever required. Significant audit observations and corrective actions thereon are presented to the Audit

Committee of the Board.

5. SUBSIDIARIES/JOINT VENTURES/

ASSOCIATE COMPANIES:

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

The shareholders are informed that during the year:

(i) Welspun EDAC JV Private Limited became subsidiary of your Company w.e.f June 06, 2022;

(ii) Associate Company namely Chikhali Tarsod Highways Private Limited became subsidiary of your Company on September 08, 2022;

(iii) Associate Companies namely, MBL (CGRG) Road Limited and MBL (GSY) Road Limited became subsidiary of your Company on

October 03, 2022 respectively;

(iv) With effect from December 22, 2022, Welpsun Delhi Merrut Expressway Private Limited, Chikhali Tarsod Highways Private Limited, Welspun Road Infra Private Limited, MBL (CGRG) Road Limited, MBL (GSY)

Road Limited ceased to be the subsidiary of your Company and Welspun Infrafacility

Private Limited became associate of your

Company;

(v) Acquired 100% stake in Welspun New

Energy Limited thereby becoming wholly owned subsidiary of your Company w.e.f January 31, 2023 and

(vi) the Board of Directors of Welspun Natural Resources Private Limited (‘WNRPL), a wholly owned subsidiary of your Company, approved voluntary liquidation of WNRPL. The said voluntary liquidation will lead to streamlining the structure and reduction in administrative overheads by reducing the number of entity(ies) in the group.

Further, the Board accorded its approval for expeditious consolidation of WNRPLs assets with the Company by way of voluntary liquidation of WNRPL, subject to compliance with applicable laws. Further, the Liquidator of WNRPL has distributed the assets and liabilities of WNRPL to the

Company with effect from February 27,

2023.

Financial statements of the subsidiaries / joint venture companies are hosted on the website of the Company at https://www. welspunenterprises.com under the tab - "Investors - Annual Report/Financial Results".

The Companys policy on Material Subsidiary as approved by the Board is uploaded on the website of the Company at https://www. welspunenterprises.com under the tab – "Investors - Policies".

6. AUDITORS AND AUDITORS REPORT:

a) Statutory Auditors

The appointment of MGB & Co. LLP,

Chartered Accountants (having Firm Registration Number with the Institute of

Chartered Accountants of India - 101169W/ W-100035) as the Statutory Auditors of your Company for a second term of

5 (five) consecutive years to hold office from conclusion of the 26^th Annual General Meeting until the conclusion of 31^st Annual General Meeting was approved at the Annual General Meeting held on June 30, 2020. They are holding a valid certificate issued by the Peer Review Board of the

Institute of Chartered Accountants of India.

It was proposed to continue with the appointment of MGB & Co. LLP, Chartered

Accountants as Statutory Auditors of the Company for the period commencing from the conclusion of the 29^th Annual General Meeting until the conclusion of 30^th Annual General Meeting at revised remuneration of

0.46 Crore p.a. plus applicable taxes and out-of-pocket expenses.

Total fees for all services paid by the

Company and its subsidiary/ joint venture/ associate companies, on a consolidated basis, to the Auditors and all entities in the entity of which the network firm/network auditor is a part during the financial year under Report is 0.51 Crore.

The Auditors observation, if any, read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

b) Cost Auditors

Your Board had appointed M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), as Cost Auditor for conducting the audit of cost records of the Company for the Financial Year 2022-23.

Your Board of Directors on the recommendation of the Audit Committee, appointed M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No.

000025), as the Cost Auditors of the

Company for the Financial Year 2023-24 under section 148 of the Companies Act, 2013. M/s. Kiran J. Mehta & Co, Cost Accountants have confirmed that their appointment is within the limits of section

141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3) and proviso to section 148(3) read with section 141(4) of the Companies Act, 2013.

As per the provisions of the Companies Act,

2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in the General Meeting for their ratification. Accordingly the members are requested to approve their remuneration by passing an ordinary resolution pursuant to Rule 14 of the Companies (Audit and Auditors) Rules, 2015 as included in the Notice convening the 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 were made and maintained by the Company.

The Cost Audit Report for the year 2021-22 was e-filed on August 20, 2022. The Cost Audit for the financial year 2022-23 is in progress and the report will be e-filed to Ministry of Corporate Affairs, Government of India, in due course.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule

9 of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, the Board of Directors of the Company had appointed M/s. Mihen Halani

& Associates, Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed with the report as Annexure - 2. There is no qualification, reservation or adverse remark or disclaimer made by the Company

Secretary in Practice in the Secretarial Audit

Report.

Your Board of Directors has appointed

M/s. Mihen Halani & Associates, Company

Secretaries as the Secretarial Auditors of the Company for the financial year 2023-24.

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

During the year under review, the Statutory Auditors, the Cost Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the

Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

. SHARE CAPITAL & DEBT STRUCTURE &

ITS LISTING a) Issue of equity shares with differential rights

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

b) Issue of sweat equity shares

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

c) Issue of employee stock options

During the financial year 2022-23, 2,00,000 equity shares were allotted to the ESOP grantees who had exercised the option attached to the Welspun Enterprises Limited Employees Stock Option Plan-2017" ("WEL ESOP Scheme 2017").

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

Particulars	WEL ESOP Scheme	WEL – ESOP Scheme 2022	WEL ESOP Scheme Trust
	-2017		2022
A Options granted during FY 2022-23	Nil	4,61,305	4,00,000
B Options vested during FY 2022-23	2,00,000	Nil	Nil
C Options exercised during FY 2022-23	2,00,000	Nil	Nil
D Total number of shares arising as a result	2,00,000	Nil	Nil
of exercise of Options
E Options lapsed	Nil	3,07,535*	Nil
F Exercise Price	Nil	97.55 per equity share	88 per Equity Share
G Variation of terms of options	Nil	Nil	Nil
H Money realized by exercise of options	Nil	Nil	Nil
I Total number of options in force	Nil	153,770	4,00,000
J Employee Key Managerial Personnel wise details Other employee who of options receives a grant of options granted to in any one year of option amounting to five percent or more of options granted during that year. Employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	No fresh option was granted during the year.	4,61,305 were granted to Mr. Neeraj Gupta and Mr. Ajay Hans	4,00,000 were granted to Mr. Aditya Harlalka
K Diluted Earnings Per Share () (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 "Earnings Per Share".	N.A.	47.44	47.44
L Weighted-average exercise price ()	Nil	97.55	88.00
M Weighted-average fair values of options	139.30	37.91	67.14
() - As per Black Scholes Valuation model)

* 3,07,535 lapsed in view of resignation tendered by Mr. Ajay Hans, CEO and Manging Director with effect from close of business hours on August 08, 2022.

Disclosure as required under Part-F of Schedule I to the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 are available on the website of the Company at "https://www. welspunenterprises.com" under the tab "Investors - Shareholder Information".

M/s. Mihen Halani & Associates, Company Secretaries, Secretarial Auditors of the Company have issued a certificate with respect to the implementation of Welspun Employee Stock Option Plan which 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.

d) Provision of money by Company for purchase of its own shares by employees or by trusteesforthebenefitof employees

Your Company has not made any provision of money for the purchase of, or subscription for, shares in the Company, to be held by of the employees of the or for the benefit

Company and hence the disclosure as required under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not required.

e) Issue of debentures

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

f) Listing with the stock exchanges i. Your Companys equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

ii. As on March 31, 2023, the Company has listed rated secured redeemable non-convertible debentures of 275 Crore on the wholesale debt market segment of BSE Limited.

Annual listing fees for the year 2023-24 have been paid to BSE and NSE.

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

The details of unclaimed shares account as required to be disclosed pursuant to Point F to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the beginning of the year No. of Shares No. of Holders	Number of shareholders who approached issuer for transfer of shares from unclaimed shares account during the year No. of No. of Shares Holders	Number of shareholders to whom shares were transferred from unclaimed shares account during the year No. of No. of Shares Holders	Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the end of the year No. of No. of Shares Holders
31,224 209	0 0	0 0	31,224 209

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

9. FINANCE: a. Credit Rating

The details of credit rating assigned to the Company are as follows:

Rating Agency	Facility	in Crore	Rating	Valid upto
Brickwork Ratings	Fund Based Working Capital (Long Term)	485.00	BWR AA-(Stable)	March 31, 2024
	Non-Fund Based Working Capital Limit (Long Term/Short Term)	1,836.00	BWR AA-(Stable)/A1+
	Commercial Paper	225.00	BWR A1+
	Non-Convertible Debentures	375.00	BWR AA-(Stable)
	Bank Term Loan	30.00	BWR AA-(Stable)
Acuite	Commercial Paper	225.00	ACUITE A1+	September
Ratings	Bank Term Loan	100.00	ACUITE AA- (Stable)	30, 2023
	Non-Convertible Debentures	375.00	ACUITE AA- (Stable)
CRISIL Ratings	Long Term Rating (Fund Based Working Capital)	300.00	CRISIL AA-/ Stable	March 31, 2024
Limited	Short Term Rating (Non-Fund Based Working Capital)	2,025.00	CRISIL A1+

b. Deposits

Your Company has not accepted any deposit within the meaning of Chapter V to the Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

10. EXTRACT OF THE ANNUAL RETURN:

The Annual Return in Form MGT-7 of the

Companies (Management and Administration)

Rules, 2014 is placed on the website of the Company and can be accessed on the website of the Company at "https://www. welspunenterprises.com" under the tab – "Investors - Company Disclosures - Others".

11. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) The steps taken or impact on conservation of energy:

1. Your Company started on their ESG journey since FY 2021-22, by establishing multiple frameworks and systems, which in place provides data and insights on a complex set of networks on projects and its sites.

2. FY 2022-23 has been a year of developing baseline for energy consumption, through active tracking and monitoring of energy throughout the organization, including corporate offices, site offices, contractors camps, guest houses, and site operations.

3. The identification of data was done on the basis of Scope 1 (diesel, petrol, LPG etc.) and Scope 2 (Grid electricity) understanding as per standards prescribed in Greenhouse

Protocols and International Panel for

Climate Change (IPCC).

4. Your Company was able to identify LPG consumption at site offices, guest houses and camp sites where food mess was available. The results are disclosed in Principle 6 of our BRSR report.

(B) The steps taken by the Company for utilising alternate sources of energy:

1. In Uttar Pradesh Jal Jeevan Mission (UPJJM) project, your Company have already procured 21 MW capacity of solar panels against a total scope of 27 MW of solar panels to be installed.

2. Further, the solar panel installation on Delhi

Meerut Expressway (DME) have generated

1,18,650 kWhr of electricity.

(C) The capital investment on energy conservation equipments: - Refer to BRSR.

Technology absorption:

(A) The efforts made towards technology absorption and benefits derived thereof:

1. ‘Project HUB a digital platform adopted for project progress monitoring & quality monitoring which has seamless integration with SAP. This Edge cutting technologies helping end to end project planning including project budgeting, project BOQ

& SBMS module to certify subcontractors bills on real time basis.

2. Your Company launched own portal "Sthiti2.0" in which we have Geo fenced all our offices and projects site to allow employee to easily mark and track their attendance.

3. Project "WEL Darpan" is another digital initiative, an analytics platform your Company adopted where we have created views based on the roles. This is helping stakeholders to get the one view of the information to avoid gaps and help them to take timely decisions.

4. Project HAWK This is very innovative digital initiative where we are doing "Live Site Monitoring" with "Drone" with AI capability to track improvements. This is available on ‘as and when needed technical platform. This is a very critical and beneficial project for your Company.

5. Home grown MDM Tool is used to manage the error free master data.

6. SAP GRC, which is a modern access controls module is implemented for monitoring the user access risks and to reduce the process complexity and cut costs – while protecting organizations reputation and financial well-being. Not Applicable

(B) in case of imported technology (imported during the last three years reckoned from the beginning of the financial Not Applicable

(C) Expenditure incurred on Research and Development

Particulars	in Crore
Capital
Recurring
	N.A.
Total
Total R & D expenditure as percentage of Turnover

During the F.Y. 2022-23, there were no foreign exchange earnings and outgo.

12. CORPORATE SOCIAL RESPONSIBILITY

(CSR):

The key philosophy of all CSR initiatives of the

Company is enshrined in the three Es which have become guiding principles of the CSR initiatives

Education, Empowerment (of Women) and Environment & Health.

The CSR Policy is hosted on the website of the Company at "https://www.welspunenterprises. com" under the tab "Investors Policies".

Disclosures as required under Rule 9 of the

Companies (Corporate Social Responsibility

Policy) Rules, 2014 are annexed to this Report as Annexure 3.

13. DETAILS OF ESTABLISHMENT OF

CODE OF CONDUCT FOR REGULATING, MONITORING AND REPORTING OF

TRADING BY INSIDERS:

Your Companys has a Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders ("PIT Policy") for connected persons, designated persons and the insiders as defined under the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The Policy provide adequate safeguard against victimization. The Audit Committee reviews the

Institutional Mechanism for prevention of insider trading. Periodic training sessions are organized for creating awareness amongst the insiders about the PIT Policy and PIT Regulations.

The PIT Policy is hosted on the website of the Company at "https://www.welspunenterprises. com" under the tab "Investor Policies".

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Companys Board comprises of a mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as Policy shaping and Industry advocacy, Strategy & Business

Management, Finance & Accounts, ESG, Brand Building. The details of the directors and their meetings held during the year is given in the

Corporate Governance Report, which forms part of the Annual Report.

a) Changes in Directors and Key Managerial

Personnel

Since the last report, the following changes took place in the composition of the Board of Directors/ Key Managerial Personnel:

Mr. Sudhir Mital (DIN - 08314675) was appointed as an Independent Director w.e.f. May 12, 2022 for a period of 4 years.

Mr. Ajay Hans (DIN - 00391261) resigned from the position of Managing Director

& CEO w.e.f. close of business hours on August 08, 2022.

Mr. Sandeep Garg (DIN - 00036419) was appointed as the Managing

Director of the Company w.e.f. August 08, 2022 upto May 31, 2025, liable to retire by rotation.

Ms. Priya Pakhare resigned from the position of Company Secretary w.e.f. close of business hours on November

30, 2022.

Ms. Nidhi Tanna was appointed as the Company Secretary and Key Managerial Personnel w.e.f. January 01, 2023.

Mr. Sanjay Kumar Sultania resigned from the position of Chief Financial

Officer w.e.f. close of business hours on January 09, 2023.

Mr. Lalit Jain was appointed as the Interim Chief Financial Officer and Key

Managerial Personnel of the Company w.e.f. February 01, 2023. He was redesignated as Chief Financial Officer of the Company w.e.f. May 19, 2023.

In accordance with the provisions of the

Companies Act, 2013 and the Articles of Association of the Company, Ms. Dipali Goenka (DIN : 00007199) is retiring by rotation at the forthcoming Annual General

Meeting and being eligible, has been recommended for re-appointment as a director liable to retire by rotation by the

Board.

Details about the director being appointed

/ re-appointed is given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual

Report.

b) Declaration by Independent Director(s)

The independent Directors on the Board of the Company have given declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 at the beginning of the year and there is no change in the circumstances as on the date of this report which may affect their status as an independent director.

Your Board confirms that in its opinion the independent directors fulfill the conditions prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and they are independent of the management. 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 and as applicable have cleared online proficiency self-assessment test within the time prescribed by the IICA.

Further, in the opinion of the Board the independent directors, possess requisite skills, expertise, experience and integrity. For details on the required skills, expertise, experience, please refer to the disclosure made in the Corporate Governance Report forming part of Annual Report.

Test of independence based on criteria given in SEC (USA) Rule 4200

Key Independence Criteria	Mr. Mohan Tandon	Mr. Raghav Chandra	Dr. Aruna Sharma	Dr. Anoop Kumar Mittal	Mr. Sudhir Mital
The director must not have been employed by the Company in an executive capacity within the last five years.
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 Companys securities; or ii) payments under non-discretionary charitable contribution matching programs. Payments that do not meet these two criteria are disallowed.
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.
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 Companys senior management.
The director must not be affiliated with a significant customer or supplier of the Company.
The director must have no personal services contract(s) with the Company or a member of the Companys senior management.

 

Key Independence Criteria	Mr. Mohan Tandon	Mr. Raghav Chandra	Dr. Aruna Sharma	Dr. Anoop Kumar Mittal	Mr. Sudhir Mital
The director must not be affiliated with a not-for-profit entity that receives significant contributions from the Company.
The director must not have been a partner or employee of the Companys outside auditor during the past three years.
The director must not have any other conflict of interest that the board itself determines to mean they cannot be considered independent.

c) Formal Annual Evaluation

Background:

The performance evaluation of the Board, its committees and individual directors was conducted by the entire Board (excluding the Director being evaluated) on the basis of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors covering various aspects of the 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, governance and ESG parameter. The questionnaire is reviewed periodically and updated in line with the change in the business and regulatory framework.

Mode of evaluation:

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

For the financial year 2022-23 the annual performance evaluation was carried out by the Independent

Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman,

Committees of the Board,Quantity,QualityandTimelinessofflow of Information to the Board.

Results:

The evaluation results were discussed at the meeting of Board of Directors, Nomination &

Remuneration Committee and the Independent Directors meeting. The Directors were satisfied with the overall corporate governance standards, Board performance and effectiveness. The results are summarized below:

	Key parameters	No. of evaluation parameters	Score %
Board of	Board structure and composition	23	98%
Directors	Board meeting practices (agenda, frequency, duration)
	Functions of the Board (Strategic direction, ESG etc.)
	Quantity, quality & timeliness of information Board culture and effectiveness Functioning of Board Committees
	Risk Management Director induction and development programs

 

	Key parameters	No. of evaluation parameters	Score %
Board Committee	Composition, roles & responsibilities and effectiveness of the committee	10-17	96 - 99%
	Meeting structure and information flow Contributions to Board decisions
Independent directors	Independence from company (no conflict of interest)
	Independent views and judgement	12	96-97%
	Objective contribution to the Board deliberations
Chairperson	Promoting effective decision-making
	Encouraging high quality of constructive debate
	Open-minded and listening to the members	8	100%
	Effectively dealing with dissent and work constructively towards consensus
	Shareholders interest supreme while taking decisions.
Executive	Relevant expertise and commitment
Directors	Performance vis-?-vis business budget, peers Capabilities to deal with challenging situations	13	93-100%
	Established leadership position Development of expertise and general competence of people under him
Non-executive non-independent director	Contribution to the Board discussions with his/her expertise and experience Depth of understanding about the business model and the industry	11	92-99%
	Skills & Experience in emerging issues such as cyber security and ESG

Key focus areas for financial year 2023-24: a. To schedule Committee Meetings prior to Board and Audit Committee Meetings convened for approval of financial results.

b. Goals set for Managing Director at the start of the Financial year should be shared with Independent Directors to enable evaluation of his performance on an on going basis and overall at the end of the year.

c. In-deph analysis with respect to attrition of SMPs and KMP.

Key actions taken as a result of previous years evaluation: a. The scheduling of time allocation for Committee Meetings has been increased and these meetings are being held a day prior to Board and Audit

Committee Meetings convened for approval of financial results

b. The Nomination and Remuneration

Committee meets at least twice a year for management presentation on all human capital issues in a more structured approach.

c. Invitation to non Committee members to attend the Committee meetings.

d. Goals set for Managing Director and Chief Executive Officer at the start of the Financial year was shared with Independent Directors to enable evaluation of his performance on an on going basis and overall at the end of the year.

e. Avoided seeking approval for agenda by way of circular resolutions immediately after Board meeting unless urgent.

f. Important information shared with independent Directors from time to time.

d) Familiarization program for Independent

Directors

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

The policy on Companys familiarization program for independent directors is hosted on the website of the Company "https:// www.welspunenterprises.com" under the tab "Investors Policies".

e) Policy on directors appointment, remuneration and other details

The salient features of the Companys "Nomination and Remuneration Policy" on directors appointment, remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Point No. "IV. NOMINATION

AND REMUNERATION COMMITTEE" of the

Corporate Governance Report, which forms part of the Annual Report.

f) Number of meetings of the Board

The Board met 9 times during the financial year 2022-23, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g) Committee of the Board of Directors

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

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

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship, Share Transfer and Investor Grievance Committee, Enivronment, Social and Governance and

Corporate Social Responsibility Committee,

Risk Management Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

For disclosure on the number of Board Meetings and Committee Meetings, the date on which the meetings were held and the attendance of each of the directors, please refer the Corporate Governance Report forming part of Annual Report.

h) Shareholding of the directors of the Company as on March 31, 2023

Refer Corporate Governance Report for detail of shareholding of directors.

Except as mentioned in the Corporate

Governance Report, none of the other Directors hold any shares in the Company.

15. VIGIL MECHANISM:

Your Company has adopted Whistle Blower

Policy and Vigil Mechanism for its directors and employees and stakeholders in terms of provisions of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and no personnel have been denied access to the Audit Committee.

Protected Disclosures and other communication can be made in writing by an email addressed to the Chairman of the Audit Committee.

The policy on Whistle Blower and Vigil

Mechanism is disclosed on the website of the Company "https://www.welspunenterprises. com" under the tab "Investors Policies".

16. LOANS,GUARANTEESANDINVESTMENTS:

Pursuant to Section 186(11)(a) of the Companies Act, 2013, your Company being engaged in the business of providing infrastructural facilities is exempt from the requirement of providing the particulars of loans made, guarantees given or securities provided or any investment made.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into by the Company during the year under report were on an arms length basis and were in the ordinary course of business, to serve the mutual needs and the mutual interest. Accordingly, 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.

For the details of the related party transactions, please refer Note 54 of Notes to Accounts to the standalonefinancial statements

The Audit Committee has given its omnibus approval for the transactions which could be envisaged and the same is valid for one financial year.

The Companys policy on dealing with Related

Party Transactions as required under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed on the website of the Company at "https:// www.welspunenterprises.com" under the tab – "Investors Policies".

18. MANAGERIAL REMUNERATION: a) Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel)

Rules, 2014 are as under:

i. The ratio of remuneration of Mr. Balkrishan Goenka, Chairman (Executive) and Mr. Sandeep Garg,

Managing Director, to the median remuneration of the employees of the

Company was 1 : 133 and 1 : 71 (including the value of ESOPs and remuneration from associate company) respectively.

ii. The percentage increase/decrease in remuneration of each director, Chief

Financial Officer, Company Secretary or Manager, if any, in the financial : Managing Director - 19.17% (excluding ESOP) Chief Financial Officer - 6.54% and Company Secretary (19.23)%.

iii. The percentage increase in the median remuneration of employees in the financial year 2022-23 was 8.30%.

iv. As on March 31, 2023, the Company had 1,033 permanent employees on its rolls, whereas permanent employees for the Company and its subsidiaries stood at

1,129 employees.

v. Market Capitalization of the Company as on March 31, 2023 was 1,883 Crore and as on March 31, 2022 was 1,093 Crore.

vi. The share price increased to 125.55/- (NSE closing Price) as on March 31, 2023 in comparison to 30 (the rate at which the Company came out with the public issue in the year 2004).

vii. Average percentile increase in the salaries of employees (other than the managerial personnel), and of the managerial personnel, in the FY 2022-

23 was 7.10% and 8.40% respectively. Higher percentile rise in managerial remuneration viz-a-viz percentile rise in remuneration to the other employees, was to appropriately compensate the managerial personnel for handling key managerial responsibilities in increasingly competitive and challenging business environment.

viii. The Profit Before Tax (before exceptional items) of the Company for FY 2022-23 was 250.16 Crore whereas Managing Directors, the Chief

Financial Officers, and the Company

Secretarys, remuneration drawn were

6.36 Crore (includes 1.50 Crore paid from Adani Welspun Exploration Limited, an associate company); 1.40 Crore and 0.29 Crore respectively.

ix. The key parameters for any variable component of remuneration availed by the directors:

1) Earnings before interest, taxes, depreciation, and amortization

2) Revenue from Operations

3) ESG Goals year x. We affirm that the remuneration is as per the remuneration policy of the Company. b) Details of the top ten employee in terms of remuneration drawn and name of every employee of the

Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

Name	Designation	Age (yrs.)	DOJ	Remu- neration Drawn ( in Crore)	Qualification and experience	Previous Company	Nature of Employment (whether contractual or permanent)	% of Equity Shares held in the Company	Relative of any Director/ Manager of the company	DOL/ Transfer
Balkrishan Goenka	Executive Chairman	54	29.05.2015	7.50#	B.Com, 38 Years	Not applicable	Contractual	0.00	Yes	-
Sandeep Garg	MD	63	08.08.2022	4.86	BE, 41 years	IL&FS	Contractual	1.87	No
Akhil Jindal	Director*	53	01.07.2015	3.71	BE & MBA, 29 years	S Kumar Group	Permanent	0.30	No	-
Deepak Chauhan	Director*	51	01.09.2017	3.31	B Com/ LLB/ LLM, 27 years	GVK Power & Infrastructure Ltd	Permanent	0.12	No	-
Neeraj Gupta	Director*	49	14.10.2021	2.54	BE & MBA, 25 years	Oriental Structural Engineer Pvt.	Permanent	-	No	-
						Ltd.
Aditya Harlalka	Vice President	40	02.07.2018	1.98	CA, MBA, 18 Years	GVK Power & Infrastructure Limited	Permanent	-	No	-
Ajay Hans	CEO & MD	52	20.10.2021	1.94	BE, MBF & MBA, 27 years	Reliance Realty Ltd	Permanent	-	No	08.08. 2022
Asim Chakraborty	Director*	63	01.07.2016	1.67	BE, 41 Years	Gherzi Eastern Ltd	Permanent	0.01	No	-
Yogen Lal	Director*	56	12.06.2018	1.56	BE, 30 Years	D.Thakkar Const. Pvt. Ltd.	Permanent	-	No	-
Lalit Jain	CFO	53	23.04,2022	1.27	AICWA, CA, 28 years	Essar Projects India Ltd.	Permanent	0.00	No	-
Rajesh Chaabra	Senior Vice President	51	02.04.2021	1.27	M. Tech, 25years	Systra Group India	Permanent	-	No	-
Ratan Lal Kashyap	President	49	21.03.2022	1.23	PGD- Marketing & PGD- Materials, 30 Years	G R Infraprojects Limited	Permanent	-	No	-
Rajesh Jain	Senior Vice President	54	19.12.2019	1.11	BE, MBA, 32 years	SREI Group	Permanent	-	No	-
Girish Kharkar	Vice President	49	01.10.2020	1.05	BE, PGDCM, 25 years	Sterling & Wilson Private Limited	Permanent	-	No	-
Sanjay Sultania	Chief Financial	52	11.10.2021	1.02	Chartered Accountant from ICAI, 26 years	M/s. Ramky Infrastructure Limited	Permanent	-	No	09.01. 2023

* Not on the Board of the Company

% Appointed w.e.f August 08, 2022. Excludes Rs. 1.50 Crore paid from Adani Welspun Exploration Limited

("Associate Company")

# In addition the Company has provided for commission @2% of consolidated profits in the financial statement of the Company.

Particulars of the remuneration payable to the executive directors of the Company for the year under report is as under:

Particulars	Mr. Balkrishan Goenka- Chairman (Executive)	Mr. Sandeep Garg Managing Director$
Salary & Allowance	7.50	4.86$
Perquisites	Nil	Nil
Commission	2%#	Nil
Details of fixed component	Nil	Nil
Service Contract/Term of appointment	June 01, 2020 to May 31, 2025	August 08, 2022 to May 31, 2025
Notice Period (as per Company policy)	3 months	3 months
Severance Fees	Nil	Nil
Stock Options	Nil	Nil

# The Company has provided for commission, @ 2% of consolidated profits, in the financial statement of the Company. $ Excludes Rs. 1.50 Crore paid from Adani Welspun Exploration Limited ("Associate Company") c) No remuneration or perquisite was paid to, and no service contract was entered into with, the non-executive directors (including independent directors) of the Company except for the payment of the following sitting fees for attending meetings of

Board / Committees of the Board/general meetings for the F.Y. 2022-23.

Name of the Director	Sitting
	Fees ( in
	Crore)
1. Mr. Mohan Tandon	0.18
2. Dr. Aruna Sharma	0.13
3. Mr. Raghav Chandra	0.18
4. Dr. Anoop Kumar	0.16
Mittal
5. Mr. Sudhir Mital	0.11

The above mentioned sitting fees paid to the non-executive directors was in line with the Nomination and Remuneration

Policy of the Company. The sitting fees paid to the directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees and therefore, prior approval of the members as stipulated under Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not required.

d) Mr. Sandeep Garg, Managing Director of the Company was neither in receipt of any commission from the Company nor remuneration or commission from the subsidiary companies.

e) Mr. Balkrishan Goenka, Chairman (Executive) of the Company, who was in receipt of remuneration of 7.50 Crore from the

Company and was eligible for commission of

2% of the annual profit (excluding profit/loss from capital receipts and assets disposition) of the Company on consolidated basis amounting to 15.32 Crore for the FY2023 and 2.50 Crore for the FY2022, was not in receipt of any remuneration or commission from the subsidiary companies.

f) Apart from Sitting Fees for meetings, the Board approved payment of special remuneration to the Independent Directors amounting to 0.20 Crore to each

Independent Directors totalling to 1.00 Crore for their continued support, guidance and contribution to the Company for many years in particular to successful divestment of Highway Projects to Acits, subject to shareholders approval in the ensuing

Annual General Meeting.

19. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate obtained from M/s. Mihen Halani & Associates, Company Secretaries, regarding compliance of conditions of corporate governance as stipulated under Part E of Schedule V of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.

20. RISK MANAGEMENT POLICY:

With its fast and continuous expansion in different areas of businesses across India, your

Company is exposed to plethora of risks which may adversely impact growth and profitability.

Prudent business management practices are the only way companies can pursue the strategic objectives of value creation of all stakeholders. With the above in view, your Company has structured risk management policy and process involving all personnel and constituted a Risk

Management Committee ("RMC") comprising of Independent Directors and Managing

Director. The Policy envisages identification of risks by each business segment and location, together with the impact that these may have on the business objectives. It also provides a mechanism for categorization of risks into Low, Medium and High according to the severity of risks. The RMC and the relevant senior executives are continuously scanning strategic, business, financial, regulatory and operational risks including cyber security & data Privacy risks which may adversely impact pursuance of the strategic direction the Company has embarked upon and the appropriate actions for mitigation of risks are advised; the risk profile is updated on the basis of change in the business environment.

As part of the Risk Management framework, there are defined Standard Operating Procedures (SOP) to evaluate risks at various levels and stages of the Company – at the Enterprise level and at the Project level, both during prebid stage and during the project execution stage. The SOPs envisages identification of specific Enterprise/Project level risks with the probability of occurrence and the impact that these may have on the business objectives and mitigation measures thereof.

For the key business risks identified by the

Company please refer to the Management Discussion and Analysis annexed to this Annual

Report.

21. MISCELLANEOUS:

During the year under Report, there was no change in the general nature of business of the Company.

No material change or commitment has occurred which would have affected the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report.

There was no revision of financialstatements and Boards Report of the Company during the year under review.

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial

Institutions along with the reasons thereof is not applicable.

During the year under Report, no funds were raised through preferential allotment or qualified institutional placement.

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

The Company has a detailed Policy on

Prevention of Sexual Harassment (POSH) in place in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act). All employees

(permanent, contractual, temporary, trainees) are covered under this Policy. The POSH Policy is gender inclusive, and the framework ensures complete anonymity and confidentiality.

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

For disclosure of number of complaints filed, disposed of and pending in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as on the end of the financial year, please refer Corporate Governance Report forming part of this Annual Report.

The Board of Directors affirms that the

Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

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

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

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

b. the directors 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 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 Companies Act, 2013 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. being a listed Company, the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

23. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors
	Balkrishan Goenka
Place: Mumbai	Chairman
Date: August 01, 2023	DIN: 00270175