Welspun Enterprises Ltd Directors Report

In accordance with the Dividend Distribution Policy of the Company, the Board endeavours 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. For the FY 2025-26, the Board of Directors has recommended a final dividend of Rs. 3/- per equity share on the face value of Rs. 10/- each at the rate of 30% on the equity shares, subject to shareholders approval, amounting to Rs. 41.52 Crore, which represents 11.01% of profit after tax from continuing operations on a consolidated basis.

The final dividend, upon approval by the shareholders at the 32^nd Annual General Meeting ("AGM"), shall be paid within a period of 30 (thirty) days to all eligible shareholders whose name appears in the Register of Members as on the record date, i.e. Friday, July 03, 2026. Pursuant to the amendments introduced under the Income-tax Act, 2025, dividends distributed by the Company are now taxable in the hands of the shareholders. Accordingly, the Company shall make the payment of the final dividend after deduction of tax at source, as applicable.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the SEBI Listing Regulations"), the Company has formulated a Dividend Distribution Policy.

The policy is available on the Companys website at:

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

4. FINANCIAL LIQUIDITY

Consolidated cash and bank balance as on March 31, 2026, stood at Rs. 174.03 Crore vis-a-vis Rs. 512.28 Crore in the previous year. The Companys working capital management is robust and involves a well organised process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

5. INTERNAL FINANCIAL CONTROLS

Your Company maintains a strong internal control system which is commensurate with the size, scale and complexity of its operations. It prioritises reinforcing financial and operational controls to enhance transparency, accountability and efficiency in its processes.

We adhere to a comprehensive internal control framework that significantly impacts the reliability of our financial reporting. This includes periodic control testing to ensure both design and operational effectiveness, the implementation of necessary remedial measures, and continuous monitoring by our Senior Management and the Audit Committee of the Board.

Regular internal audits are a cornerstone of our control system. These audits help identify and rectify any design deficiencies or operational inefficiencies, with improvement measures promptly recommended. The Audit Committee of the Board reviews the adequacy of these controls quarterly and/or regularly, assessing specific processes to enhance systems and outcomes.

At the start of each FY, your Company rolls out a risk-based annual audit plan. This plan, is approved by the Audit Committee, consisting solely of Independent Directors, who aims to evaluate the efficacy and adequacy of our internal control systems, ensure compliance with policies and accounting procedures, and verifies adherence to laws and regulations.

Our internal audits are conducted by an independent external audit firm composed of qualified accountants and industry experts. Based on their reports, we take corrective actions as needed. Significant audit observations, if any, and the corresponding corrective actions are presented to the Audit Committee of the Board, ensuring continuous improvement and vigilance in our internal control systems. During the year under review, no material observation has been made by the Internal Auditors of the Company in relation to the efficiency and effectiveness of such controls.

6. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 and 8 of the Companies (Accounts)

Rules, 2014, a statement containing salient features of financial statements of subsidiaries in Form AOC-1 is attached herewith as Annexure 1.

The shareholders may also note:-

a) Welspun Pune Shirur Projects Limited ("WPSPL") has been incorporated as a wholly owned subsidiary of your Company w.e.f. May 09, 2026. WPSPL shall carry on the business of designing, engineering, financing, procurement, construction, operation, maintenance, management and toll collection of 6-Lane Partially Elevated Highway Corridor along with improvement and upgradation of the existing road from Km. 10+600 to Km. 64+000 (Section Pune to Shirur of NH-753F - Minimum Design Length 53.40 Km) in the State of Maharashtra under the Design-Finance-Build-Operate- Transfer (DFBOT - Toll) mode.

b) Your Company acquired 20% equity shares in Welspun Corporate Services Limited ("WCSL") (formerly known as Welspun Home Textiles Limited) on March 19, 2026, while the balance equity stake has been acquired by other Welspun Group entities.

WCSL is being positioned as a centralized corporate services platform for Welspun Group entities, 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 acquisition was intended to support the establishment and strengthening of WCSL as a centralized umbrella entity for delivering corporate services across Welspun Group. Consequent to the above acquisition, WCSL has become an associate company of your Company.

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared in compliance with the IndAS notified under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act. The said Consolidated Financial Statements forms part of this Annual Report.

T he Company shall provide, free of cost, a copy of the Financial Statements of its Subsidiary Companies to the Members upon their request.

7. AUDITORS AND AUDITORSREPORT

a) Statutory Auditors

In view of the expiry of the term of M/s. MGB & Co. LLP, Chartered Accountants (Firm Registration Number: 101169W/ W-100035) ("MGB"), the members had at the 31^st AGM approved the appointment of M/s. Suresh Surana & Associates LLP, Chartered Accountants (Firm Registration Number: 121750W/W100010) ("SSA LLP"), as the Statutory Auditors of your Company for a term of 5 (five) consecutive years, from the conclusion of the 31^st AGM till the conclusion of the 36^th AGM to be held in the financial year 2030, at a remuneration of Rs. 0.51 Crore for the FY2025-26. The Board approved revision in remuneration payable to SSA LLP to Rs. 0.54 Crore for the FY2026-27, subject to shareholders approval, (excluding applicable taxes and out-ofpocket expenses).

SSA LLP, had confirmed their eligibility as the Statutory Auditors of the Company under Sections 139 and 141 of the Act and the applicable Rules. Additionally, as required by the SEBI Listing Regulations, the Auditors had confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

SSA LLP and affiliates is a member of RSM International since 1996. It has been ranked amongst Indias top 7 audit, tax and consulting groups in India (International Accounting Bulletin 2013-2023 India Surveys). The firm is compliant with ISO 9001 and ISO 27001 for key locations, inspections and ICAI peer reviews on regular basis. It is empanelled with NHAI, CAG, Cert-in, PCAOB and other regulators. The firm has a Pan - India presence with offices in 13 key cities and group strength of about 3,000 personnel.

AUDITORS REPORT

The Auditors Report on the financial statements of the Company for the year ended March 31,2026, forms part of this Annual Report. The said report was issued by SSA LLP with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. Auditors Report is self-explanatory and therefore, does not require further comments and explanation. The Audit Committee reviews the independence and

objectivity of the Auditors and the effectiveness of the Audit process. Further, SSA LLP holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

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 network firm/ network entity of which the auditor is a part during the FY 2025-26 is Rs. 0.74 Crore.

b) Internal Auditors

Pursuant to Section 138(1) of the Act read with the Companies (Accounts) Rules, 2014, your Company is required to appoint an Internal Auditor to conduct internal audit of the functions and activities of your Company.

As a measure of good governance practices and in view of periodic rotation, the Board approved appointment of Deloitte Touche Tohmatsu India LLP, Chartered Accountants (LLP Identification Number: AAE-8458) ("Deloitte India") to conduct the internal audit of your Company for the period of 3 (Three) years i.e. from FY2025-26 to FY2027-28 at a remuneration of Rs. 0.55 Crore for the FY2025-26 & FY2026-27 (excluding applicable taxes and out-ofpocket expenses).

Deloitte India is one of the leading professional service firm with a rich legacy of serving bestin-class clients across the Country. Operating through four key service lines - Audit & Assurance, Tax, Strategy, Risk & Transaction, and Technology & Transformation. Deloitte provides comprehensive solutions to a diverse client base. Globally, Deloitte has a presence in more than 150 countries with a workforce exceeding 4,57,000 professionals. In India alone, the firm employs over 31,000 professionals across 14 cities. Deloitte member firms serve 76% of the 2023 Fortune 500 Companies, and in India, the firms clientele includes 153 out of 185 companies in the Energy, Resources & Industrials sector. According to the Gartner Market Share Report 2022, Deloitte was ranked No. 1 in consulting services worldwide. The firm maintains a strong focus on 6 core industries and 21 sectors globally, offering targeted services within each sector. Deloitte also leverages innovative tools such as the "Industry Prints" Tool to capture best-practice business processes along with associated control objectives and risks.

c) Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records as specified by the Central Government. Accordingly, your Company has maintained cost accounts and records

in the prescribed manner. The records maintained by your Company under Section 148 of the Act are required to be audited by the Cost Accountant.

Your Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants (Firm Registration Number: 000025), as the Cost Auditors of the Company for auditing cost accounting records for the FY 2025-26. The Cost Audit Report for the FY 2025-26 is free from any disqualifications as specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.

Based on the recommendation of the Audit Committee, the Board appointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors to conduct audit of the cost records of your Company for the FY 2026-27 at a remuneration of Rs. 0.038 Crore (excluding applicable taxes and out-of- pocket expenses). Your Company has received a certificate from M/s. Kiran J. Mehta & Co., confirming their independent status and providing their consent that they are not disqualified from being appointed as the Cost Auditors of the Company.

In terms of the provision of Section 148 of the Act read with 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. Accordingly, an ordinary resolution, for ratification of remuneration payable to the Cost Auditor for the FY 2026-27, forms part of the Notice of the 32^nd ensuing AGM.

T /s. Kiran J. Mehta & Co., a partnership firm of Cost Accountants, is functioning for last three decades. It started in the year 1977 as a proprietorship concern by Mr. Kiran J. Mehta. Mr. Mehta was awarded Certificate of Merit in the intermediate as well as the final, examinations of ICWAI at the national level. The firm has its head office at Ahmedabad and a Branch at Vadodara.

The Cost Audit Report for the FY 2024-25, was e-filed with Ministry of Corporate Affairs, Government of India on August 23, 2025, and for the FY 2025-26, it shall be filed on or before September 30, 2026.

d) Secretarial Auditors

Pursuant to SEBI notification dated December 12, 2024, introducing the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, and basis the recommendation of the Audit Committee and the Board of Directors of the Company and the shareholders had at the 31^st AGM of the Company, approved the appointment of Peer Reviewed Firm, M/s. Mihen Halani & Associates, Practicing Company Secretaries (COP Number: 12015, FCS Number: 9926) ("MHA"), as the Secretarial Auditor of the Company, to undertake the Secretarial Audit of the

Company, for a term of 5 (five) consecutive years commencing from the FY 2025-26 till FY 2029-30 at a remuneration of Rs. 0.022 Crore (excluding taxes and out-of pocket expenses) for the FY 2025-26. The Board approved revision in remuneration payable to MHA to Rs. 0.023 Crore for the FY 2026-27, subject to shareholders approval, (excluding applicable taxes and out-of-pocket expenses).

The Secretarial Audit Report, annexed as Annexure 2, does not contain any observation or qualification requiring explanation or comments from the Board.

Mihen Halani & Associates, established in 2013, is a reputed governance advisory and secretarial firm, known for its deep domain expertise across a wide range of corporate law and compliance areas. The firm serves listed and unlisted entities and provides strategic guidance on corporate governance matters, maintaining a commitment to professional ethics, timeliness, and quality.

Secretarial Audit Report of Material Unlisted Subsidiary(ies)

In accordance with Regulation 24A of SEBI Listing Regulations, the Secretarial Audit Reports of the material unlisted subsidiary(ies) for FY 2025-26, i.e. Welspun Michigan Engineers Limited, Welspun Sattanathapuram Nagapattinam Road Private Limited, and Welspun EDAC JV Private Limited, are annexed as Annexure 3, 4 and 5 to this report.

The Secretarial Audit Reports of these subsidiaries confirm that they have complied with the applicable provisions of the Act, Rules, Regulations, and Guidelines, and does not contain any qualifications, reservations, adverse remarks, or disclaimers.

Annual Secretarial Compliance Report

In compliance with Regulation 24A of the SEBI Listing Regulations, your Company had filed its Annual Secretarial Compliance Report for FY 2025-26 to the Stock Exchanges on May 22, 2026, within the prescribed time limits. Your Company has also complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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

During the year under review, neither the Statutory Auditors, the Internal Auditors, the Cost Auditors nor the Secretarial Auditors have reported to the Audit Committee or the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

8. SHARE CAPITAL, DEBT STRUCTURE AND ITS LISTING

i) Authorised Share Capital

During the year under review, there was no change in the authorised share capital of the Company.

ii) 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.

iii) Issue of sweat equity shares

D uring the year under review, 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.

iv) Issue of employee stock options

During the year under review:-

(a) under the Welspun Enterprises Employee Benefit Scheme - 2022 ("ESOS-2022"), 1,00,00 stock options which were granted to the eligible employee was vested, and accordingly 1,00,000 equity shares of Rs. 10/- each was transferred from the Welspun Enterprises Employee Welfare Trust ("Trust") to the eligible employee, upon exercise of stock options;

(b) pursuant to the Special Resolution approved by the shareholders at the Annual General Meeting held on August 29, 2022, your Company had extended

financial assistance to the Trust for the acquisition of the Companys equity shares for the benefit of employees under the ESOS-2022. In accordance therewith, the Trust acquired 20,00,000 equity shares of your Company during the year;

(c) the Nomination and Remuneration Committee of the Board of your Company has granted 16,00,000 stock options to the eligible employees of your Company under ESOS-2022.

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.

Further, no employee has been issued stock options, during the year, equal to or exceeding 1% of the issued capital of your Company at the time of grant. The issuance of equity shares pursuant to exercise of stock options does not affect the profit and loss account of your Company.

There was no change in the issued/paid up capital of the Company pursuant to exercise of options as the same were transferred to the grantee from the equity shares held by Trust.

v) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of 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 or for the benefit of the employees of the Company and hence the disclosure as required under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, is not required.

vi) Issue of debentures

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

vii) Listing with the Stock Exchanges

Your Companys equity shares are listed on the BSE Limited ("BSE") and The National Stock Exchange of India Limited ("NSE") (hereinafter collectively referred to as "Stock Exchanges")

viii) Issue of Convertible Warrants

Pursuant to the approval of the shareholders of the Company and the receipt of in-principle approval from BSE Limited and The National Stock Exchange of India Limited, respectively, your Company had issued and allotted 1,90,47,619 convertible warrants by way of preferential issue on a private placement basis, pursuant to receipt of 25% of the aggregate consideration payable towards subscription of the warrants by all the allottees to the persons belonging to the Promoter and Non-Promoter Category as below:-

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

The details of shares held in unclaimed suspense account as required to be disclosed pursuant to Point F of Schedule V of the SEBI Listing Regulations, are as under:-

SEBI with effect from April 01, 2019, has barred physical transfer of shares of listed companies and mandated transfers only in demat mode. SEBI in continuation of its efforts to enhance ease of dealing in securities market by investors has mandated the listed entities to issue securities for the following investor service requests only in dematerialised form:- transmission, transposition, issue of duplicate share certificate, renewal/exchange of securities certificate, endorsement claim from unclaimed suspense account, sub-division/splitting of securities certificate, consolidation of securities certificates/ folios. Your Company will issue a letter of confirmation, which needs to be submitted to Depository Participant(s) by the respective shareholder to get credit of the securities in dematerialized form to his/ her account. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical form are advised to avail the facility of dematerialization from either of the Depositories.

Transactions involving issue of share certificates, namely, issuance of duplicate share certificates, split, re-materialisation, consolidation, and renewal of share certificates, etc. are approved by the Share Transfer, Investor Grievance and Stakeholders Relationship Committee of the Board of Directors of the Company. After due verification, the requests for dematerialisation of shares are processed by RTA and confirmation thereof is given to the respective Depositories i.e., National Securities Depository Limited ("NSDL") and Central Depository Services Limited ("CDSL"), within the prescribed time limit.

During the year, all the requests received from the shareholders by the Company or its RTA were addressed in accordance with the timelines as prescribed by the statutory authorities, from time to time.

10. FINANCE

a) Credit Rating

The Credit ratings reflects your Companys

diversified business risk profile, established

brand, strong market position in the infrastructure sector, with growth prospects remaining robust due to its focus on project excellence, timely execution, asset light model and delivering value through quality infrastructure.

The details of credit ratings of your Company for the FY 2025-26 is presented under point no. IX(h) of the Corporate Governance Section forming part of this Annual Report.

b) Deposits

During the year under review, your Company has neither accepted nor renewed deposits from the public falling within the ambit of Section 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

The requisite return for the FY 2025-26 with respect to the amount(s) not considered as deposits has been filed with the Ministry of Corporate Affairs. The Company does not have any unclaimed deposits as on the date of this report.

11. EXTRACT OF THE ANNUAL RETURN

The Annual Return will be filed with the Registrar of Companies within the timelines prescribed under the Act.

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

I. ENERGY CONSERVATION

FY 2025-26 marked a year of continued progress in your Companys sustainability journey, with focused efforts on energy optimisation, fuel efficiency, and integration of renewable energy solutions across project sites. Your Companys approach remained centered on implementing practical, scalable measures that enhance energy efficiency while strengthening its decarbonisation pathway.

• Integrated ESG Data Governance for Energy Oversight:- During the year, your Company further strengthened its digital ESG infrastructure through the WEL ESG Data Hub and centralised ESG Dashboard. The system was

further strengthened through a more stringent data validation and maker-checker process, complemented by monthly internal audit reviews aligned with internal audit requirements.

The ESG Dashboard enables centralised monitoring of energy consumption and emissions across project sites, providing validated, decision-ready data. It also enhances leadership visibility on ESG KPIs aligned to defined goals and targets, supporting timely decision-making, improved governance, and more effective energy performance management across operations.

14. DETAILS OF ESTABLISHMENT OF CODE OF CONDUCT FOR REGULATING, MONITORING AND REPORTING OF TRADING BY INSIDERS

I. Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders

Your Company has established a Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders ("PIT Policy") for designated persons, connected persons and the insiders as defined under the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The PIT Policy ensures appropriate measures to prevent unfair practices. The Audit Committee reviews the Institutional Mechanism for the prevention of insider trading. Additionally, periodic training sessions are organized for creating awareness amongst the insiders about the PIT Policy and the PIT Regulations.

The PIT Policy is hosted on the website of the Company at

II. Code of Practices and Procedures of Fair Disclosures of Unpublished Price Sensitive Information

The Code ensures fair disclosure of events and occurrences that could impact price discovery in the market.

The Policy is hosted on the website of the Company at

III. Internal Control Mechanism to prevent Insider Trading

To ensure compliance with the provisions of the SEBI PIT Regulations, and to prevent instances of

Insider Trading, the Company has implemented a robust internal control mechanism. As part of this mechanism, your Company has adopted a compliance tracking software, InsiderLens, which monitors and tracks trading activities of designated persons, connected persons, and insiders.

The Audit Committee periodically reviews compliance with the said regulations, including the effectiveness of internal controls and the use of the compliance software, to ensure adherence and enhance transparency in dealing with the Companys securities.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company actively strives to adopt best practices to ensure the effective functioning of the Board. It emphasises the importance of having a truly diverse Board whose collective wisdom and strength can be leveraged to create greater stakeholder value, protect their interests, and uphold better corporate governance standards. Your Companys Board comprises of eminent professionals with proven competence and integrity. They bring in vast experience & expertise, strategic guidance and strong leadership qualities.

Your Companys Board comprises a mix of executive and non-executive directors with considerable experience and expertise across a wide range of fields such as policy shaping & industry advocacy, strategy & business management, finance & accounts, ESG, brand building and legal/corporate laws. The details of the directors and their meetings held during the FY under review is given in the Corporate Governance section, forming part of this Annual Report.

a) Changes in Directors

The Board of Directors of your Company at their meeting held on May 14, 2026, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), inter alia, approved the following re-appointments, subject to the approval by the members of the Company:-

APPOINTMENT(S) AND RE-APPOINTMENTS

The requisite declarations and eligibility confirmations under the provisions of the Act and SEBI Listing Regulations was received from Mr. Goenka and Mr. Garg for considering their re-appointments. It was also confirmed that the director(s) have not been debarred from holding the office of director by virtue of any SEBI order or any other such authority.

In accordance with the provisions of Section 152 of the Act, Mr. Rajesh Mandawewala (DIN: 00007179), Non-Executive Director (NED) of the Company, is liable to retire by rotation at the ensuing AGM, and being eligible has offered himself for re-appointment, as a NED of the Company, liable to retire by rotation.

Based on performance evaluation and recommendations of the NRC, the Board recommends to the members, the re-appointment of the above directors.

The resolution for re-appointment of the above directors is being placed for the approval of the members at the ensuing AGM. The required information as stipulated under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI, has been disclosed in the ensuing AGM Notice.

b) Key Managerial Personnels ("KMPs")

In terms of Sections 203 and 2(51) of the Act, below mentioned personnel(s) were designated as the KMPs of the Company for the FY 2025-26:

• Mr. Balkrishan Goenka, Whole-time Director & Chairman

• Mr. Sandeep Garg, Managing Director

• Mr. Deepak Chauhan, Director - Legal & Ethics

• Mr. Lalit Kumar Jain, Chief Financial Officer (CFO)

• Ms. Nidhi Tanna, Company Secretary and Compliance Officer

During the year under review, following changes were made in the roles & responsibilities of the SMPs effective from November 11, 2025:

- Mr. Asim Chakraborty, from his current role of CEO - Transportation Vertical, was transitioned to a new role as Executive Director

- Mr. Abhishek Chaudhary was re-designated from KMP of the Company to CEO - Transportation Vertical

- Mr. Hardik Dhebar, appointed as CFO - WMEL and Lead - Investor Relations & President - Finance & Accounts

In terms of applicable laws, there is no mandatory stock ownerships requirement for the Executive Directors.

c) Remuneration policy and criteria for selection of candidates for appointment as Directors, KMPs and Senior Management

T he Company has in place a policy for remuneration of Directors, KMPs and Senior Management as well as a well-defined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission), KMPs and Senior Management. The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the NRC and the Board while selecting candidates.

The policy on remuneration of Directors, KMPs and Senior Management is hosted on the website of the Company at

d) Managerial Remuneration

The remuneration to the Executive Directors includes the fixed pay and the variable pay or commission. The variable pay is determined by the NRC after factoring the individual performance, i.e. KPIs achieved and the Companys performance. There is no clawback provision in the remuneration paid to Mr. Sandeep Garg, Managing Director of your Company. Mr. Garg was not in receipt of any commission from the Company nor remuneration or commission from the subsidiary company(ies).

NRC administers the stock and performance incentives plans of the Company and determines the eligibility of all the employees including the Executive Directors. Particulars of the remuneration payable to the Executive Directors of the Company for the year under report is as under:-

# the Company has provided for commission, at the rate of 2% of consolidated profits, in the financial statement of the Company

"excludes Rs. 1.42 Crore (fixed + variable) paid for the FY 2025-26 from Adani Welspun Exploration Limited ("Associate Company"). The NRC had granted 6,00,000 stock options during the year.

M r. Balkrishan Goenka, Chairman of your Company, who was in receipt of remuneration of Rs. 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 a consolidated basis amounting to Rs. 7.18 Crore for the FY 2025-26, was not in receipt of any remuneration or commission from the subsidiary company(ies).

e) Declaration by the Independent Director(s)

The Independent Directors have given a declaration that they meet the criteria of independence as provided under Section 149(6) of the Act and the SEBI Listing Regulations, at the beginning of the year and that there is no change in the circumstances as on the date of this report which may affect their status as an Independent Director of your Company.

Your Board confirms that in its opinion, the Independent Directors fulfills the conditions as prescribed under the Act and the SEBI Listing Regulations, and they are independent of the management. The Independent Directors on the Board of your 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 Act and Rules and they have cleared the 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 Section, forming part of this Annual Report.

None of the Directors of your Company are disqualified from being appointed as Directors

as specified under Section 164(1) and Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors), Rules, 2014 or are debarred or disqualified by the SEBI, MCA or any other such statutory authority.

Test of independence based on criteria given in SEC (USA) Rule 4200, it is affirmed that the Independent Directors:

a) were not employed by the Company in an executive capacity within the last five years;

b) have not accepted 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.

c) were not 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;

d) have not been affiliated with a Company that is an adviser or consultant to the Company or a member of the Companys senior management;

e) have not been affiliated with a significant customer or supplier of the Company;

f) have no personal service contract(s) with the Company or a member of the Companys senior management;

g) have not been affiliated with a not-for-profit entity that receives significant contributions from the Company;

h) were not a partner or employee of the Companys outside auditor during the past three years; and

i) do not have other conflict of interest that the board itself determines to mean they cannot be considered independent.

Except as stated below, no perquisites were paid, and no service contracts were entered into with the Non-Executive Independent Directors of your Company for FY 2025-26:

The above-mentioned remuneration inclusive of sitting fees paid to the Independent Directors for attending all their meetings including the meetings of the Board of Directors, its Committee(s) and General Meeting, was pursuant to the prior approval of the members of the Company in terms of Regulation 17(6) (a) of SEBI Listing Regulations and Section 197 of the Act.

f) Board Performance Evaluation

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 engagement and 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, stakeholder engagement and risk management.

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-management engagement and strengthening succession planning initiatives.

g) 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 to enable them to take well-informed decisions in timely manner, governance standards and practices of the Company. The familiarization program also seeks to update the directors on their roles, responsibilities, rights and duties under the Act and other statutes.

Your Company has in place a structured induction and familiarisation programme for its Directors. Upon appointment, the Director receives a Letter of Appointment setting out in-detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct to regulate, monitor and report trading by Designated Persons for Prevention of Insider Trading and Code of Conduct applicable to all Directors and Senior Management. They are also updated on all business-related issues and new initiatives.

Regular presentations and updates on relevant statutory changes encompassing economic outlook, market trends, peer trends, changes in laws where Company is operating along with performance and strategic initiatives of the Company are made to the Directors at regular Board and Strategic Meeting of the Company.

The policy along with brief details on the Companys familiarization program is hosted on the website of the Company at

h) Policy on directors appointment, remuneration and other details

The salient features of the Companys "NRC Policy" on directors appointment, remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Section, forming part of this Annual Report.

i) Number of meetings of the Board

The Board meetings are convened regularly to review and determine the Companys business plans and strategies, alongside other key governance matters. It maintains robust operational oversight with quarterly meetings featuring comprehensive presentations. Board and Committee meetings are scheduled in advance and a tentative annual calendar is shared with Directors well ahead of time, enabling them to plan their schedules effectively and participate meaningfully in discussions. Only in case of special and urgent business matters, if the need arises, Boards or Committees approval is taken by passing resolutions through circulation or by calling the Board/Committee meetings at a shorter notice, in accordance with the applicable law.

The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.

The Board met 7 (Seven) times during the FY 2025-26, the details of which are given in the Corporate Governance section, forming part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act and the SEBI Listing Regulations.

j) Committee of the Board of Directors

The Board Committees plays 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 concerns 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 its terms of reference, which provide for the composition, scope, objective, 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 and the signed minutes are circulated to the Board as required under Secretarial Standard I.

The relevant information inter alia including date of the meetings, attendance of directors with respect to Audit Committee, the Nomination & Remuneration Committee, the Stakeholders Relationship, Share Transfer and Investor Grievance Committee, Environment, 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 forming part of this Annual Report.

k) Shareholding of the directors of the Company as on March 31,2026

Refer Corporate Governance Section, forming part of this Annual 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.

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Over the years, your Company has built a reputation for conducting business with integrity, maintaining a zero-tolerance policy towards unethical behaviour, thereby fostering a positive work environment and enhancing credibility among stakeholders.

Your Company has formulated a Policy on Whistle Blower and Vigil Mechanism ("WB Policy") that provides adequate safeguards against unfair treatment to its employees and various stakeholders and provides for direct access to the Chairman of the Audit Committee in exceptional cases. It also assures them of the process that will be observed to address the reported violation, further the protected Disclosures and other communication can be made in writing by an e-mail addressed to the Head Ethics and/ or the Chairman of the Audit Committee. The Policy also lays down the procedures to be followed for tracking complaints, giving feedback, conducting investigations and taking disciplinary actions. It also provides assurances and guidelines on confidentiality of the reporting process and protection from reprisal to complainants. The Audit Committee oversees the functioning of this policy and no personnel have been denied access to the Audit Committee of the Board.

Protected disclosures can be made by a whistle-blower through several channels to report actual or suspected frauds and violation of the Companys Code of Conduct. The WB Policy also provides a mechanism

to encourage and protect genuine whistleblowing amongst the stakeholders.

46 (forty - six) whistle-blower complaints were received during the FY 2025-26, and suitable action has been taken in accordance with the WB policy.

Further, your Company conducts awareness sessions on the Companys Code of Conduct, Prevention of Sexual Harassment ("POSH") and whistle-blowing rights by conducting Company-wide trainings for all its employees to ensure compliance and a well-regulated environment that helps us achieve our organisational objectives. Additionally, e-learning modules have also been developed to keep employees informed of these policies.

The Policy on Whistle Blower and Vigil Mechanism is hosted on the website of the Company at

17. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN ("POSH") 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 in line 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 external members.

For the status on POSH Complaints during the year, refer the Corporate Governance Section No. XI, forming part of this Annual Report. Your Company is committed to providing safe and conducive work environment to all its employees and associates.

Your Company has organized 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 complaint with the POSH Policy.

The Policy on POSH at Workplace is hosted on the Website of the Company at

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, all contracts/arrangements/ transactions entered by your Company with Related Parties were on arms length basis and in the ordinary course of business. There was no material transactions with any Related Party as defined under Section 188 of the Act, read with the Companies (Meeting of Board and its Powers) Rules, 2014. Accordingly, the disclosure of Related Party Transactions ("RPT") 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 the SEBI Listing Regulations, all RPTs are placed before the Audit Committee for their review and approval and recommendation to the Board for its approval, wherever required. Prior omnibus approval of the Audit Committee and the Board is obtained for all the transactions which are foreseen, repetitive in nature. A statement giving details of all RPTs is placed before the Audit Committee for their noting every quarter.

The Board of Directors of your Company have approved the criteria to grant omnibus approval on RPTs by the Audit Committee within the overall framework of the RPT Policy. All members of the Audit Committee are Independent Directors.

None of the Directors and the KMPs have any pecuniary relationships or transactions vis-a-vis the Company. The Directors draw attention of the Members to Note No. 54 of the standalone financial statements setting out the disclosure on RPTs for the FY 2025-26.

In accordance with the requirements of the Act and the SEBI Listing Regulations, your Company has framed a Policy on RPT which is hosted on the website of the Company at

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on RPTs with the Stock Exchanges within the statutory timelines.

20. PARTICULARS OF EMPLOYEES

There are 17 (Seventeen) employees who were in receipt of remuneration of not less than Rs. 1,02,00,000 (Rupees One Crore and Two Lakh Only), if employed for the full year and no employee who was in receipt of remuneration of not less than Rs. 8,50,000 (Rupees Eight Lakh and Fifty Thousand Only) per month if employed for part of the year. Disclosures concerning the remuneration and other details as required in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 7 to this Report. Your Directors affirm that the remuneration is as per the remuneration policy of the Company.

21. CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to upholding the best practices of Corporate Governance. The principles of Corporate Governance form an integral part of the core values and culture of your Company, guiding its conduct and decision-making across all levels. Your Company remains fully compliant with the applicable provisions relating to Corporate Governance.

In accordance with Regulation 34 of the SEBI Listing Regulations, the Report on Corporate Governance for the FY forms an integral part of this Annual Report and is presented in a separate section.

A certificate from M/s. Mihen Halani & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as specified in Part E of Schedule V of the SEBI Listing Regulations, is annexed to the said report.

22. ENHANCING STAKEHOLDER VALUE

Your Company consistently strive to meet the expectations of our investors through sound business decisions and strong governance practices. Integrity and transparency are central to our relationship with our investors. Your Company is dedicated to delivering value by achieving high

levels of operational performance, maintaining cost competitiveness, and pursuing excellence in all areas of our operations. We value the strong relationship we have built with our investors, which is based on understanding of their needs and our commitment to generate value for them.

Your Company firmly believes that its success in the marketplace and strong reputation are key drivers of shareholder value. Our close relationships with clients and understanding of their challenges and expectations guide the development of existing/ new projects. By anticipating clients needs early and addressing them effectively, we ensure a strong commercial foundation. Your Company is continually strengthening this foundation by working on its strategy of asset light model and providing best in class infrastructure to India at large. Through business development and execution of growth opportunities, your Company is dedicated to creating value for all stakeholders, ensuring that our corporate actions contribute positively to the economic, social, and environmental responsibilities.

23. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Your Company strongly believes that resilient and inclusive growth is only possible on strong pillars of environmental and social responsibility balanced with good governance and communicating its ESG performance in a transparent manner and in line with global standards to our stakeholders.

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

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT ("MDA")

The MDA Report on the operation of the Company as required under the SEBI Listing Regulations, is presented in a separate Section and forms part of this Annual Report.

25. RISK MANAGEMENT POLICY

With your Companys expansion across diverse business verticals in India, it remains exposed to various risks such as strategic, operational, financial, and regulatory that could impact growth and profitability. To manage these effectively, a structured Risk Management Policy ("RMP") is in place, supported by a Risk Management Committee ("RMC") comprising of Independent Directors and the Executive Directors.

The Policy enables identification and categorization of risks as Low, Medium, or High based on their severity. The RMC, along with senior management, regularly reviews risks including cybersecurity and data privacy and recommends mitigation measures to ensure the risk profile remains aligned with the dynamic business environment.

As part of the Risk Management framework, there are defined risk registers to evaluate risks at various levels and stages of the Company - at the Enterprise level and at the Project level. The risk registers 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 MDA annexed to this Annual Report.

26. LITIGATION, CLAIMS AND UNCERTAIN TAX POSITIONS

T he Company is exposed to a variety of different laws, regulations, positions and interpretations thereof which encompasses taxation and legal matters. In the normal course of business, provisions and contingencies may arise due to uncertain tax positions and legal matters. Based on the nature of matters, the management applies various parameters when considering evaluation of risk, expert opinions, including how much provision to be made in books of accounts considering the potential exposure of each of the matters in consultation with the Statutory Auditors. The aforesaid potential exposures may change substantially over time as new facts emerge as each matter progresses, hence these are reviewed regularly/periodically. The Audit Committee is appraised on quarterly and/or regular basis any litigation related risks. Reference is drawn to the "Key audit matters" by the auditors in their reports on the above matters.

27. MICRO, SMALL AND MEDIUM ENTERPRISE ("MSME")

Your Company has registered itself on Trade Receivables Discounting System Platform ("TReDS") through the service providers Invoicemart. Your Company complies with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs ("MCA") within the prescribed timelines.

28. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961

Your Company has complied with the applicable provisions of Maternity Act, 1961 for female

employees with respect to leaves and maternity benefits thereunder.

29. COMPLIANCE MANAGEMENT

At Welspun, regulatory compliance is a core aspect of our operations. Your Company has a robust Compliance Management Framework that reflects our commitment to a strong compliance culture and adherence to all applicable laws and regulations. This framework covers our compliance philosophy, monitoring of regulatory changes, responsibility allocation, and ongoing training.

To support this, a comprehensive compliance management tool has been deployed across all projects and site offices. Customized checklists are developed for each unit, with tasks assigned to specific owners and reviewers to ensure timely completion and updates. A centralized repository facilitates easy access and monitoring, with regular updates to reflect regulatory changes.

In line with best governance practices, the Compliance Officer submits quarterly reports to the Audit Committee and the Board, highlighting compliance status and key issues. External consultants assist in maintaining updated checklists for all project sites and offices, ensuring full legal coverage. This structured and proactive approach reinforces your Companys strong foundation in compliance and ethical governance.

30. INVESTOR RELATIONS

Your Company continued its interactions with domestic and overseas analysts, investors, and Fund Houses, establishing a relationship of transparency and mutual understanding.

The management of your Company engages with the investor community through different means such as one-on-one meetings, group meetings, conducting road shows, participation in conferences organized by investors/broking houses and, through AGMs. Additionally, your Company conducts quarterly earnings conference calls/meets with investors, analysts and Fund Houses, following the announcement of its un/audited financial results. These interactions take place virtually (audio and/ or video) and aims to provide a comprehensive overview of your Companys operations, business and financial performance, as well as industry developments.

To ensure transparency and equal access of information to all stakeholders and the general public, your Company uploads relevant details of the schedules, presentations, outcomes, recordings,

transcripts etc. and on the websites of the Stock Exchanges where its equity shares are listed.

Your Company had adopted the Investor Grievance Redressal Mechanism Policy to promote and build prompt Investor Grievance redressal mechanism and investor friendly relations. The said policy recognized the Investors right and access them to raise a query or record a grievance, which would also enable your Company to use investors view as a feedback mechanism.

31. SILENT PERIOD

Your Company, voluntarily as a good governance practice, observes a Silent/ Quiet period prior to the announcement of its quarterly and annual financial results to safeguard price sensitive information and avoid unintended slippage of information. During this period, no interactions are held with investors, analysts, fund or media houses to ensure protection of Companys unpublished price sensitive information.

32. CYBER SECURITY

Cybersecurity is a critical component of your Companys overall Enterprise Risk Management framework. Our vision is to build a resilient digital ecosystem that safeguards sensitive data, ensures regulatory compliance, mitigates emerging threats, and supports innovation and business continuity across the value chain.

The key objectives of our cybersecurity program include:

• Risk Reduction

• Regulatory Compliance

• Business Continuity

• Resilience and Recovery

Our Security Framework is aligned with global standards such as NIST and ISO 27001, with comprehensive policies in place across all business domains. Additionally, a structured Cybersecurity Awareness Program has been implemented for employees and senior management to promote a strong security culture.

33. OTHER DISCLOSURES

During the year under report:

• there was no change in the general nature of business of your Company.

• no material change or commitment has occurred which would have affected the financial position of your Company between the end of the FY to which the financial statements relate and the date of this Report.

• your 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.

• your Company had issued and allotted 1,90,47,619 convertible warrants by way of preferential issue on a private placement basis.

• 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.

• no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act;

• the Board of Directors affirms that the Company has complied with the applicable provisions of Secretarial Standard 1 and Secretarial Standard 2, "Meetings of the Board of Directors" and "General Meetings", respectively, 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.

34. ENVIRONMENT, HEALTH & SAFETY

At Welspun, our Health, Safety, and Environmental Management System reflects an unwavering commitment to environmental preservation, a positive work environment, and the safety of every individual be it employees, contractors, or visitors. We engage in thorough planning, strict execution, and ongoing surveillance to uphold high standards that lessen environmental impact, champion sustainability, and adhere to all regulatory mandates. Beyond mere compliance, we foster a proactive culture emphasizing risk management, hazard detection, and comprehensive safety training. This approach ensures a workplace where health, safety, and environmental responsibility are paramount, and every individual feels valued and empowered. Through these dedicated efforts, we safeguard our team, contribute positively to the broader community, and uphold our duties as a responsible corporate entity.

35. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act, 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) your directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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) your 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) your directors had prepared the annual accounts on a going concern basis;

e) being a listed Company, your 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) your directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

36. 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 your Company, who through their continued support and co-operation have helped as partner in your Companys progress and achievement of its objectives.