Welspun Enterprises Ltd Directors Report

To, The Members

Welspun Enterprises Limited

Your Directors have pleasure in presenting the 31^st Annual Report of the Company along with the Audited Financial

Statements for the financial year (“FY”) ended March 31, 2025.

1. FINANCIAL RESULTS

( in Crore)

Particulars	Consolidated		Standalone
	FY 2 024-25	FY 2 023-24	FY 2024-25	FY 2023-24
Revenue from operations	3,584.10	2,874.21*	2,827.39	2,450.44
Other Income	208.49	189.10*	106.39	102.31
Total Revenue	3,792.59	3,063.31	2,933.78	2,552.75
EBITDA	730.18	616.47	454.59	438.92
EBITDA Margin (%)	19.25	20.12	15.50	17.19
Finance Cost	157.90	109.79	32.98	33.41
Earnings before Depreciation, Exceptional	572.28	506.68	421.61	405.51
Item and Tax
Depreciation/Amortisation	50.90	27.56	8.74	9.71
Exceptional Items	0.78	-	0.32	-
Share of Profit/(loss) from Associate	(2.17)	(0.58)	-	-
Profit Before Tax from continuing operations	519.99	478.54	413.19	395.80
Tax expenses	136.42	129.70	105.49	110.65
Net Profit from continuing operations	383.57	348.84	307.70	285.15
Net Profit/(Loss) from discontinued operations	(29.74)	(29.44)	-	-
Profit for the year	353.83	319.40	307.70	285.15
Earnings Per Share
Basic (in )	23.61	21.51	22.53	20.78
Diluted (in )	23.30	21.25	22.23	20.54

*Pr evious year figures are regrouped/ reclassified

T he financial statements have been prepared accordance with the applicable Indian Accounting

Standards. The year at a consolidated level witnessed a robust 25% increase in revenue from operations and 18% rise in consolidated EBITDA. Consolidated income grew by 23% year-on-year, exceeding guidance on both income and EBITDA, reflecting the strength of our execution capabilities and a high-quality order book.

Y our Company is aligned with our 3G Vision Green, and Governance, continues to lead in delivering sustainable, high-margin water infrastructure solutions. With a sharpened focus on return-accretive projects, the Company is steadfast in its commitment to long-term value creation and impact. Supported by a strong consolidated order book of 14,354 Crore and an active bid pipeline, we are well positioned to drive sustained growth and enhance stakeholder value.

K ey highlights includes -- (i) exceeding consolidated income and EBITDA guidance; (ii) a strategic emphasis on high-margin water infrastructure projects that reinforce long-term value creation; (iii) consolidated cash and cash equivalents of 512.28 Crore; (iv) and consolidated net worth of 2,709 Crore.

Demonstrating confidence in sustainable growth, our commitment to creating lasting value for shareholders remains unwavering.

2. PERFORMANCE HIGHLIGHTS FOR THE YEAR AND OUTLOOK a) EPC and BOT Business Revenue Summary - FY25

( in Crore)

Particulars	Consolidated		Standalone
	FY 2 024-25	FY 2 023-24	FY 2024-25	FY 2023-24
Revenue from Engineering, Procurement &	3570.96	2,861.87	2,827.39	2,450.44
Construction (EPC) and other operating income
Revenue from Build, Operate & Transfer (BOT) Business	13.14	12.34	-	-

b) Since the last report the following developments took place

KEY ANNUAL ACHIEVEMENTS

n Y our Company was recognised as “Construction & Infrastructure Company of the Year” at the Construction Times Awards

2024 ⁿ Y our Company made its maiden entry into the tunnelling space by securing its maiden

1,989.40 Crore (excl. GST) project from BMC for the Dharavi Ghatkopar Tunnel, aimed at transferring tertiary treated wastewater from the Dharavi WwTF to Ghatkopar ⁿ M r. S Madhavan, Lead Independent Director was recognised as the “Best Independent Director” (FY 2023-24) by the Asian Centre for Corporate Governance & Sustainability and Mr. Sandeep Garg, Managing Director, received the “Distinguished Alumnus Award” by IIT Roorkee for excellence in private sector leadership ⁿ W elspun Michigan Engineers Limited, material subsidiary company, was recognised as “Best Brand in Water Infrastructure” at the 9^th ET

Now Infra Focus Summit 2024. ⁿ Y our Company, through Welspun Michigan Engineers Limited, entered a JV with UK-based SmartOps to introduce S.A.B.R.E. technology for decentralised wastewater treatment in India, supporting the Companys vision of delivering innovative and sustainable water infrastructure solutions

W ATER VERTICAL

I n alignment with government initiatives, for developing water supply systems, sewage treatment plants, and sanitation facilities in India, particularly in urban areas, such as Atal Mission for Rejuvenation and Urban Transformation (AMRUT), Smart Cities Mission, Jal Jeevan Mission, and Swachh Bharat Mission which focuses on enhancing water infrastructure, your

Company has continued to demonstrate sustainable development and high-quality engineering in the water vertical. A few details about this are provided below:-

(i) Expansion of Water Portfolio: During FY 2024 25, your Company continued to strengthen its water infrastructure vertical by increasing its equity stake in Welspun Michigan Engineers Limited (WMEL) from 50.10% to 60.09%. Building on its success, your Company entered the tunnelling segment by securing its maiden order worth 1,989.40 Crore (excl. GST) from the Brihanmumbai Municipal Corporation (“BMC”).

This project entails construction of the Dharavi–

Ghatkopar Tunnel, designed to transfer tertiary treated wastewater from the Dharavi Wastewater Treatment facility to Ghatkopar, marking a significant milestone in the Companys growth strategy.

Notably, your Company is already executing construction of the Waste Water Treatment Facility at Dharavi, Mumbai and WMEL is also executing a tunnelling project for conveying wastewater from Bapat Nalla and Safed Pul

Nalla to the same treatment facility. With these strategic wins, the Company now oversees the full water infrastructure value chain at Dharavi

WwTF from wastewater inflow to treatment and final transfer marking a significant milestone in integrated and sustainable water management.

Y our Company has achieved steady the construction of the 418 MLD Wastewater Treatment Facility and the 209 MLD Tertiary Treatment Plant at Dharavi, Mumbai. As of the date of reporting, approximately 40% of the overall project scope has been completed.

The project is progressing as per schedule and remains on track for completion by July 2027.

2,000 MLD Water Treatment Plant at Bhandup, Mumbai, a landmark contract worth 4,124 Crore (incl. GST) from BMC, Water Treatment Plant at Bhandup, Mumbai, is set to be the largest drinking water treatment facility in India and Asia by capacity. This project is being executed in partnership with Veolia, France, a global leader in water technologies, and integrates advanced international standards.

All statutory clearances and engineering approvals were successfully obtained within the

FY, and construction commenced in April, 2025. This project is expected to be completed by July, 2028, followed by 15 years of Operation and Maintenance phase.

(ii) Pr estigious Award Recognition: Your Company was honoured with the “Best Community Project of t Yhe ” at the Water Digest World Water ear Awards 2024-25. This prestigious recognition was awarded for the successful implementation of wate supply schemes under the Jal Jeevan Mission, aimed at delivering tap water to approximately 40 Lakh rural residents across 2,500+ villages in the districts of Sant Ravidas Nagar, Jaunpur, Ambedkar Nagar, Ayodhya, and Bulandshahar in Uttar Pradesh.

(iii) Ru Water Supply Initiatives: ral Your Company is executing water supply schemes for over 2,500 villages across 5 districts of Uttar Pradesh viz. Sant Ravidas Nagar, Jaunpur, Ambedkar Nagar, Ayodhya, and Bulandshahr, amounting to 4,263 Crore (including GST) under the Jal Jeevan Mission. Majority work for the same is scheduled for completion by FY 2025, and shall benefit approximately 4 million rural residents, aligning with Welspun Worlds vision of “Har Ghar se Har Dil Tak Welspun”.

(iv) St rengthening Water Vertical: Your Company strengthened its water business by onboarding experienced professionals across key functions. To enhance execution, digital tools like 5D BIM

and Power BI were adopted for real-time project monitoring and collaboration. A centralized dashboard now tracks execution, supply chain, and billing, enabling efficient delivery of complex water infrastructure projects.

(v) Robust Bid Pipeline: Your Company is focussed in on the projects that differentiates from others in terms of complexity and technologies, besides size. Having mapped opportunities in excess of 3 Trillion, your Company is targeting projects in following segments in the years to come. ⁿ Lift / Micro Irrigation projects. ⁿ W ater Transmission and Treatment projects. ⁿ W astewater Treatment project including Recycle Reuse of treated water etc.

Y our Company expect to bid projects worth over

50,000 Crore in FY26 in these segments.

TRANSPORTATION VERTICAL

In a lignment with the governments plan for significant investments, along with substantial allocations under the National Infrastructure Pipeline (NIP), and a strong growth trajectory in the road and highway sector, your

Company has continued to demonstrate sustainable development and high-quality engineering in the transportation vertical. A few details about this are provided below:-

(i) P rogress on major projects: Construction of one of the widest extra dosed bridge on Ganga River from Aunta-Simaria Section of NH-31 in

Bihar has received Provisional Certificate for

Commercial Operation (“PCOD”) dated June 03, 2025 from National Highways Authority of India (“NHAI”) w.e.f. May 15, 2025.

The EPC work of Varanasi Aurangabad NH-2 is progressing well. Your Company is making steady progress on the HAM Road project at

Sattanathapuram Nagapattinam and is confident of accelerating momentum to achieve the planned milestones on schedule.

(ii) Strengthening Transportation Vertical: Your Company has undertaken several initiatives to strengthen its transportation vertical, including implementing advanced design software by introducing WEL Darpan V2.0 for interactive project data visualization, launched Project Hawk for live drone monitoring with AI tracking. Further it has strengthened the supply chain management team and supported the contractors cash flow.

(iii) Award-Winning Highway Project: Your Company was honoured with the “Excellence in Pr oject Management” award by ASSOCHAM for the Aunta Simaria Road Project. Additionally, it received the “Road Saf Excellence ety ” award at the World Safety Organisation Awards 2024 for exemplary OHS&E practices at the Sattanathapuram Nagapattinam Road Project.

The “Best I nitiative ” award at the FICCI Road

Safety Awards 2024 was also conferred upon your

Company for its impactful road safety measures implemented on the Varanasi Aurangabad Road Project.

(iv) R obust Bid Pipeline: NHAIs current bid pipeline remains healthy, with ~21,430 kms (54% HAM, 25% EPC, 4% BOT Toll) for awarding, and ~ 8.737 kms km (64% HAM, 30% EPC, 6% Others) under DPR stage worth 7,50,000 Crore.

Y our Company will be focusing on the road projects on selective opportunities from

NHAIs bid pipeline, including BOT Toll, EPC and HAM projects, along with state government projects and tunnelling in the transportation sector.

OIL & GAS

Adan i Welspun Exploration Limited (AWEL), venture Company between the Adani Enterprises

Limited (AEL - holding 65%) and Welspun Enterprises Limited (WEL - 35%), is involved in Oil and Gas Exploration and Development. In its current portfolio, the Company has three shallow water acreages along the Western Offshore of India in the prolific Mumbai Offshore Basin:-

(i) Block Name- MB-OSN-2005/2 (NELP-VII bid round) Mumbai Offshore:-

AWEL holds 100% participating interest in this block located offshore Mumbai. The exploration phase was successfully completed with a gas discovery as declared in March, 2021. An Early

Development Plan has been submitted for regulatory approval, and steps are underway to expedite early monetization.

(ii) Block Name- B9 Cluster (DSF-1 bid round) - Mumbai Offshore:-

AWEL holds 100% ownership interest in the cluster, a discovered field offshore Mumbai, adjacent to (MB/OSN/2005/2) and ONGCs B-12 area. A Revised Filed Development Plan (“RFDP”), estimating a Gas Initially in Place (“GIIP”) of 97 BCF, was prepared in collaboration with an internationally acclaimed agency and approved by the regulator. The RFDP leverages the planned Early Monetization of the MB Block through shared use of installed surface facilities

& pipeline infrastructure.

(iii) Block Name- C -37 (SDSF-1) Mumbai Offshore:-

AWEL holds 100% ownership interest in this cluster, a discovered filed offshore Mumbai, contiguous with its prospective exploratory block (MB/OSN/2005/2). The earlier Operator drilled two wells in the Block that produced hydrocarbons in Commercial quantities. AWEL is currently evaluating the Development strategy for this asset in conjunction with its existing

Blocks in the vicinity to optimise cost.

STRA TEGY

i) Water Vertical

Water infrastructure is a dynamic and rapidly evolving sector driven by growing population demands, climate change, and the urgent need for conservation and treatment of water resources. With increasing focus on sustainability, joint innovation in technologies across segments such as freshwater, wastewater management, and conveyance systems including tunnelling, the water infrastructure is continuously shaping the sector.

T o tap into these emerging opportunities, your

Company plans to establish a dedicated Centre of Excellence comprising of R&D experts, domain specialists etc. This centre will focus on developing a strategic roadmap to explore and scale differentiated business models under the water vertical, integrating technological innovation, operational excellence, and a strong people culture.

With above, your Company is poised to witness significant and sustainable growth in water sector across its facets and would continue to explore opportunities in Treatment and Transmission segments of water.

ii) Transportation Vertical

Explore opportunities within state-level infrastructure projects. Beyond traditional roadworks, your Company is also targeting potential ventures in the broader transportation sector, particularly in tunnelling projects.

3. RETURN TO SHAREHOLDERS

F ollowing is the snapshot of the dividend track record of your Company for previous FYs is given below:-

* I ncludes special dividend of 7.50/- per equity share to the Shareholders for an aggregate amount of 112.48 Crore.

In r espect of dividend declared during the years, 0.11 Crore remained unclaimed as on March 31, 2025.

The Board has appointed Ms. Nidhi Tanna,

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

I n accordance with the Distribution Policy - to the Shareholders 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

2024-25, the Board of Directors has recommended a final dividend of 3/- per equity share of the face value of 10/- each at the rate of 30% on the equity shares, subject to shareholders approval, amounting to 41.52 Crore, which represents 11.09% of profit after tax from continuing operations on a consolidated basis.

The final dividend, upon approval by the at the 31st 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 04, 2025. Pursuant to the amendments introduced under the Income-Tax Act, 1961 by the Finance Act, 2020, 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:- https://www.welspunenterprises.com/admin/uploads/ investerdata/policies/policies_1690355922.pdf

Dur ing the year, no amount was transferred to the general reserve.

4. FINANCIAL LIQUIDITY

Consolidated cash and cash equivalent as on

March 31, 2025, stood at 512.28 Crore vis-a-vis 248.70 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

Y our 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.

W e adhere to a comprehensive internal 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.

R egular internal audits are a cornerstone of 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.

A t the rt of each FY, your Company rolls out a sta 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 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.

Y our Company has also implemented SAP S/4 which serves as our core enterprise application to enable real-time management and monitoring of critical business functions, including sourcing, procurement, finance, accounting, project execution, and inventory. This transition enhances transparency, accountability, and operational efficiency across the organization. By offering real-time access to business data, SAPS/4HANA supports improved strategic decision-making and significantly reduces manual interventions and associated errors. It also strengthens internal controls, ensures better compliance readiness, and provides a scalable platform to support future digital expansion and upgrades.

6. S UBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES

Pur suant to the provisions of Section 129(3) of 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.

T he shareholders may also note that during the financial year under review:-

a Your) Company had acquired further stake of 9.99% equity shares of Welspun Michigan Engineers Limited (“WMEL”) (formerly known as Welpsun Michigan Engineers Private Limited) on October 29, 2024, thereby increasing its stake from 50.10% to 60.09%.

WMEL is positioned as a prominent EPC Company in India with specialisation in niche business of Tunnelling and Pipeline Rehabilitation in the water & wastewater segment with diversified projects in Mumbai, Delhi, Kolkata, Gujarat and Odisha. It has executed variety of urban specialty infrastructure projects including Marine, Bridges, Sewage and Drainage involving mechanized tunnelling solutions, pumping stations, lake taps etc. Its current order book consists of Tunnelling (61%), Pumping Station (19%), Rehabilitation (12%), Bridge (7%), SmartOps (0.50%) and Marine works (0.50%).

b Y ) our Company, through its material subsidiary WMEL, incorporated a step-down wholly-owned subsidiary, Welspun SmartOps Limited, on January 28, 2025. The entity aims to revolutionize water reclamation in India using S.A.B.R.E. (Stabilised Aerobic and Anaerobic Bioengineered Reaction Environment) technology a compact, modular solution that mimics natural filtration to deliver tertiary-treated water for commercial and domestic use. This initiative supports the

Companys focus on sustainable innovation and addresses critical issues of water scarcity and quality through collaboration with municipal and private sector stakeholders.

c) Y our Company divested its 19% equity stake in Welspun Transformation Services Limited and Welspun Global Services Limited, to Aryabhat Vyapar Private Limited pursuant to the Boards approval dated May 21, 2024, for a total consideration of 1.41 Crore and 0.23 Crore respectively.

d) Y our Company divested its 19% equity stake in Welassure Private Limited, to Rakshak Securitas Private Limited for a total consideration of 0.95 Crore, pursuant to the Boards approval dated February 03, 2025.

Act e Y ) our Company divested its 100% equity stake held in Kim Mandvi Corridor Private Limited

(KMCPL) (Formerly known as Welspun Project (Kim Mandvi Corridor) Private Limited) and Build Projects & Infra Private Limited (BPIPL) (Formerly known as Welspun Build-Tech Private Limited), non-operative wholly-owned subsidiaries, to Sherry Exports Private Limited for a total consideration of 0.035 Crore and 0.009 Crore, pursuant to the Boards approval dated March 27, 2025. Consequently, both KMCPL and BPIPL ceases to be the wholly-owned subsidiries of your Company.

F inancial statements of the subsidiaries/ venture companies are hosted on the website of the Company at https://www.welspunenterprises.com/ annual-report.php

The policy on Material Subsidiary as approved by the Board is hosted on the website of the Company at https://www.welspunenterprises.com/admin/uploads/ investerdata/policies/policies_1690356313.pdf

Consolidated Financial Statements

T he 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.

The separate audited financial statements in respect of each of the subsidiary companies are open for inspection and are also available on the website of Company at https://www.welspunenterprises.com/ annual-report.php

The Company shall provide, free of cost, a copy

Financial Statements of its Subsidiary Companies to the Members upon their request.

7. AUDITORS AND AUDITORS REPORT a) Statutory Auditors

The Members had at the 26th AGM of the Company held on June 30, 2020, approved the re-appointment of MGB & Co. LLP, Chartered Accountants (Firm Registration Number: 101169W/ W-100035) (“MGB”) as the Statutory

Auditors of the Company for a second term of

5 (five) consecutive years, concluding at the ensuing 31st AGM.

I n view of the expiry of MGBs term, your initiated a structured evaluation process for appointing new Statutory Auditors effective from FY 2025 26. The Audit Committee, along with the management, developed a detailed eligibility and evaluation matrix, considering key parameters such as experience, independence, audit approach, sectoral understanding, regulatory compliance, and audit quality.

Shortlisted firms were jointly assessed by the Audit Committee and the core management team. Evaluation scores were consolidated confidentially by the Company Secretary and presented to the Audit Committee. Based on this process, the Audit Committee recommended to the Board the appointment of M/s. Suresh Surana & Associates LLP, Chartered Accountants (Firm Regn. No. 121750W/W100010) (“SSA LLP”), as the Statutory Auditors of your Company for a term of 5 (five) consecutive years, from the conclusion of the 31st AGM till the conclusion of the 36th AGM to be held in the financial year 2030, at a remuneration of 0.51 Crore, subject to the approval of shareholders.

SSA LLP, have confirmed their eligibility to be appointed 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 have 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 the 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, 2025, forms part of this Annual Report. The said report was issued by MGB 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, MGBs hold a valid certificate issued by the Peer Reviews Board of the Institute of Chartered Accountants of India.

T otal fees for all services paid by the 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 2024-25 is 0.81 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, it was recommended by the Audit Committee to rotate the Internal Auditors of your Company Auditors of your

Company. Accordingly, your Company initiated a structured evaluation process for appointing new Internal Auditors effective from FY 2025 26. The Audit Committee, along with the management, developed a detailed eligibility and evaluation matrix, considering key parameters such as experience, independence, audit approach, sectoral understanding, regulatory compliance, and audit quality.

Shortlisted firms were jointly assessed by the Audit Committee and the core management team. Evaluation scores were consolidated confidentially by the Company Secretary and presented to the Audit Committee. Pursuant to the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit

Committee, the Board approved appointment of Deloitte Touche Tohmatsu India LLP, Chartered Accountants (LLP Identification No. AAE-8458) to conduct the internal audit of your Company for the period of 3 (Three) years i.e. from FY 2025-26 to FY 2027-28 at a remuneration of 0.50 Crore for the FY2025-26 (excluding applicable taxes and out-of-pocket expenses).

Deloitte India is one of the leading professional services firms 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

457,000 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 six 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) Amendment 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 No. 000025), as the Cost Auditors of the Company for auditing cost accounting records for the FY 2024-25. The Cost Audit Report for the FY 2024-25 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 (Firm Registration No. 000025), as the Cost Auditors to conduct audit of the cost records of your Company for the FY 2025-26 at a remuneration of 0.036

Crore (excluding applicable taxes and out-of-pocket expenses). Your Company has received a certificate from M/s. Kiran J. Mehta & Co., confirming their 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 2025-26, forms part of the Notice of the 31st ensuing AGM.

M/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 2023-24, was e-filed with Ministry of Corporate Affairs, Government of India on August 27, 2024 and for the FY 2024-25. It shall be filed on or before September 30, 2025.

d) Secretarial Auditors

In accordance with the provisions of Section

204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, your Company had appointed M/s. Mihen Halani & Associates, (COP No.: 12015), a peer reviewed firm of Company Secretaries in

Practice, to undertake the Secretarial Audit of the Company for the FY 2024-25. The Secretarial Audit Report, annexed as Annexure 2, does not contain any observation or qualification requiring explanation or comments from the Board.

F urther, pursuant to the amended of Regulation 24A of SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board have approved and recommended the appointment of M/s. Mihen Halani & Associates, (COP No.: 12015), a peer reviewed firm of Company Secretaries in Practice, as Secretarial Auditors of the Company to conduct the secretarial audit for a term of 5 (five) consecutive years commencing from the conclusion of 31st AGM to the conclusion of the 36th AGM i.e. from the FY 2025-26 upto FY 2029-30 at a remuneration of Rs. 0.02 Crore for the FY 2025-26, subject to approval of the members by way of an ordinary resolution as proposed in the Notice of 31st ensuing AGM of the Company.

Mihen Halani & Associates (MHA), 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.

MHA have provided their consent for appointment as Secretarial Auditors of the Company and confirmed that their aforesaid appointment is within the prescribed limits under the Act & the Rules made thereunder and SEBI Listing Regulations. They have also confirmed that they are not disqualified from being appointed as Secretarial Auditors of your Company.

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 FY2024-25, i.e. Welspun Michigan Engineers Limited (“WMEL”), Welspun Aunta-Simaria Project Private Limited (“WASPL”) and Welspun

Sattanathapuram Nagapattinam Road Private

Limited (“WSNRPL”), 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 2024 25 to the Stock Exchanges on May 27, 2025, 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 a uditors 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

Y our Company does not have any equity 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

During 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

The particulars required to be disclosed pursuant shares 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 for the FY 2024-25.

F urther, no employee has been issued stock options, during the year, equal to or exceeding 1% of the issued capital of the 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 the Company.

Particulars	WEL ESOP Scheme
(FY 2 024-25)	Trust 2022*
a) Options granted	Nil
b) Options vested	2,00,000
c) Options exercised	2,00,000
d) Total number of shares arising as a result of exercise of options	2,00,000
e) Options lapsed	Nil
f) Exercise Price (in )	88.00
g) Variation of terms of options
h) Money realized by exercise of options	88,00,000
i) Total number of options in force	1,00,000
j) 1) Key Managerial Personnel/Senior Management	4,00,000 were granted to Mr. Aditya Harlalka
g 2) Of her employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year	N.A.
3) 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
k) Diluted EPS pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard 20 (in )	22.23
l) Weighted-average exercise price (in )	88.00
m) Fair values of options - as per Black Scholes Valuation model (in )	67.14

* During the financial year under review the Nomination & Remuneration Committee made following changes to the said Scheme:-

1) preponed the vesting schedule by one year of last two tranches of 1,00,000 each granted to one of the employee of the Company; and

2) extended the validity period for the unappropriated equity shares acquired by Welspun Enterprises Employees Welfare Trust from the open market, collectively on May 30, 2023 and May 30, 2024, under the Scheme for an additional period of one year i.e. upto March 31, 2026.

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 Welspun Enterprises Employees Welfare Trust.

Disclosure as required under Part-F of

Schedule I of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the website of the Company at www.welspunenterprises.com/ shareholder-information.php

M/s. Mihen Halani & Associates, Company Secretaries, Secretarial Auditors of the Company have issued a certificate with respect to the implementation of aforesaid Schemes and a copy of the same shall be available for inspection at the registered office of the Company. The members can also obtain the same by writing to us at

Companysecretary_wel@welspun.com v) P of money by Company for rovision purchase of its own shares by employees or b t y rustees for the benefit of employees

Y our 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

Y our 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”)

9. DISCL WITH RESPECT TO SHARES HELD IN UNCLAIMED SUSPENSE ACCOUNT OSURE

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:-

Outstanding at the beginning of the year i.e. April 1, 2024		Shareholders who approached the Company and to whom shares were transferred during the year		Transfer to the Unclaimed Suspense Account during the year		Outstanding at the end of the year i.e. March 31, 2025
No. o f Shares	No. o f holders	No. o f Shares	No. of holders	No. o f Shares	No. o f holders	No. o f Shares	No. o f holders
31,224	209	420	1	Nil	Nil	30,804	208

T o mitigate unintended llengescha on account of freezing of folios, SEBI vide its Circular No. SEBI/HO/ MIRSD/POD101/P/CIR/2023/181 dated November 17, 2023, has done away with the provision with respect to freezing of folios not having PAN, KYC, and Nomination details. Shareholders may also refer to relevant FAQs published by SEBI on its website and can be viewed at the following link at https://www.sebi.gov.in/sebi_ data/faqfiles/jan-2024/1704433843359.pdf

SE BI with effect from April 1, 2019, has 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, transmission, and transposition. 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.

F urther, SEBI has also simplified the process for transmission of shares and issue of duplicate share certificates to make it more efficient and investor friendly. The manner and process of making application as per the aforesaid revised framework and operational guidelines thereto are available on the website of the Registrar and Share Transfer Agent (“RTA”) at https://web.in.mpms.mufg.com/ client-downloads.html

T ransactions 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 FY2024-25 is presented under point no. 14(l) 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 2024-25 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

In accordance with Section 92(3) read Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as of March 31, 2025, in e-Form MGT-7, is available on the Companys website at https://www.welspunenterprises.com/ company-disclosure.php

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 2024 25 marked a year of steady execution in your Companys sustainability journey, with tangible advances in energy optimisation and early-stage decarbonisation efforts across the project sites. The Companys approach focused on integrating practical, scalable measures that improve resource efficiency while laying the groundwork for long-term climate alignment.

Given below are some of the initiatives undertaken by your Company that key highlights our continuous effort to enhance energy efficiency.

a) The steps taken or impact on conservation of energy ⁿ Energy E fficiency in Site Operations and F acilities: The Company continued to adopt energy-efficient equipment across the project offices and facilities.

This includes the use of BEE-rated

HVAC systems and LED lighting to lower electricity consumption. These installations, which were initiated in previous years, are now integrated into the Companys broader SG management and operational efficiency frameworks.

ⁿ Operational Efficiency through Low-Carbon Construction:

The Company implemented energy-efficient construction practices such as the use of high-performance superplasticisers and curing compounds to lower the water-cement ratio, thereby reducing cement consumption without compromising strength. Cement being a high-energy material, this led to reduced embodied energy in construction activities. with ⁿ Energy conservation through Material Efficiency Measures: Use of mechanical rebar couplers eliminated the need for lap joints in steel reinforcements, resulting in reduced steel consumption and energy savings. Additionally, industrial by-products like fly ash and pond ash were adopted to replace virgin-natural materials

- cement and soil, reducing energy use during material extraction and processing.

ⁿ Integrated ESG Data Governance for Ener Oversight: gy The rollout of the centralised WEL ESG Data Hub enabled real-time tracking of over

42 resource and energy indicators across projects. With the support of 36 ESG Champions and 32 SPOCs, the platform supports decision-making with granular, actionable insights enhancing operational efficiency and energy performance monitoring.

b) The steps taken by the Company for utilising alternate sources of energy ⁿ Deployment of Solar Solutions:

Decentralised solar energy systems of

15,796 KWH capacity were deployed at remote water infrastructure sites under the Uttar Pradesh Jal Jeevan Mission. These initiatives reduced grid dependency and improved energy self-sufficiency at project locations, demonstrating the feasibility of clean energy integration.

ⁿ Baseline and Tracking for Decarbonisation: Scope 1 and 2 emissions were systematically tracked, and a Scope 3 emissions baseline was developed using a spend-based approach. This holistic emission mapping is guiding the Companys roadmap for climate action and carbon reduction, including identification of clean alternatives and supplier engagement. Decarbonisation servicing machines & EV Fleet are deployed at sites.

ⁿ Foundation for Carbon Market Readiness: Through enhanced emissions tracking and low-carbon pilot initiatives, the Company is aligning its energy-related sustainability practices with long-term decarbonisation pathways. These efforts also strengthen its readiness for future carbon credit opportunities.

c The capital) investment on energy conservation equipment

The same is provided in BRSR Section forming part of this Annual Report.

II. TECHNOLOGY ABSORPTION

Y our Company continues to advance innovation in the infrastructure sector by adopting and developing cutting-edge technologies to enhance project execution, operational efficiency, and sustainability. The following initiatives exemplify your Companys strides in in-house digital tool development and global collaborations:-

a The efforts) made towards technology absorption and benefits derived thereof ⁿ Project “WEL-Darpan”: An analytics platform offering role-based access for real-time project data across the

Transport, Water, and Tunnel verticals.

It facilitates informed decision-making and is integral to all management reviews. ⁿ Centralized Document Management System: A centralized Document

Management System implemented across Transport and Water verticals for secure storage, efficient retrieval, and seamless document control. ⁿ Data Hub: Our centralized data acquisition system that aggregates data from project sites into a data lake, enabling powerful dashboards and improved accessibility. STHITI 2.0 Application: A location-based attendance tracking app integrated with facial recognition and the group-wide Samay Attendance

Management System, enhancing workforce accountability. WEL MoM: A meeting and task tracking system with real-time notifications, automated follow-ups, and centralized documentation to ensure task ownership and closure. SAP S/4 HANA: Implemented as our core application for real-time management and monitoring sourcing, procurement, finance, accounting, project execution, inventory, and overall business operations across the organization. Comes with the benefits of- o Enhanced transparency, accountability, and operational efficiency. o Real-time access to business data, improving strategic decision-making.

o Reduction in manual interventions and associated errors. o Stronger internal controls and compliance readiness. o Scalable platform for future digital expansion and upgrades.

ⁿ CV Sangrah: An AI-enabled CV repository integrated with the careers portal, supporting efficient candidate shortlisting and live tracking of open positions for streamlined hiring.

ⁿ 3D/4D/5D BIM: Implemented on the Dharavi project for enhanced building coordination using clash detection tools and time/cost-integrated modelling, ensuring issue-free construction and proactive planning.

These initiatives reflect your Companys strong focus on digital transformation and process excellence, setting new benchmarks in infrastructure execution.

b) In case of imported technology (imported during the last three years reckoned from the beginning of the FY): Not Applicable

c Expenditure) incurred on Research and

Development: Nil

III. Foreign exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: During the FY 2024-25, there were no foreign exchange earnings and outgo.

13. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

CSR Spend	CSR Beneficiaries
5.09 Crore	Over 30,000+
	Lives impacted cumulatively
In the FY 2024-25	(4 States & 1 UT, 14 Districts, 93 Villages)

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

CSR initiatives: Education, Empowerment (of Women) and Environment & Health. During the FY 2024-25, your Company has spent 5.09 Crore towards CSR expenditure, as outlined in Schedule VII of the Act and according to the CSR Annual Action Plan approved by the CSR Committee and the Board from time to time. This expenditure was managed through Welspun Foundation for Health and Knowledge (“WFHK”).

T he CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and policy of the

Company.

The annual report on the CSR activities undertaken during the FY ended March 31, 2025, is in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules”) as set out in Annexure 6 to this Report. During the year, no revision was made to the CSR

Policy of the Company.

The CSR Policy is hosted on the website of the Company at https://www.welspunenterprises.com/admin/ uploads/investerdata/policies/policies_1713252425. pdf

14. D ETAILS 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:-

Y our Company has established a Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders (“PIT P ”) for designatedolicy persons, connected persons and the insiders as defined under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT R egulations ”).

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 https://www.welspunenterprises. com/admin/uploads/investerdata/policies/ policies_1710239102.pdf

II. Code of Practices and Procedures of Fair Di sclosures of Unpublished Price Sensitive Information:-

The Code ensures fair disclosure of events and occurrences that could impact price discovery in the market. the The Policy is hosted on the website of the Company at https://www.welspunenterprises. com/admin/uploads/investerdata/policies/ policies_1747379246.pdf

III. I Control Mechanism to prevent nternal Insider Trading:-

T o 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

Y our Company actively strives to adopt best 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.

Y our Companys Board comprises of a mix of 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. 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

During the year, following changes took place in the Board:-

The Board of Directors of your Company at their meeting held on May 26, 2025, 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:-

1. Re-appointment of Mr. Balkrishan Goenka (DIN: 00270175) as the Whole-time Director (“WTD”) & designated as the

Executive Director and Chairman of the

Company:-

Re-appointment of Mr. Balkrishan Goenka (DIN: 00270175) as the WTD designated as the Executive Chairman for a further term of One (1) year commencing from June 01, 2025 upto May 31, 2026, (both days inclusive), not liable to retire by rotation.

2. Re-appointment of Mr. Sandeep Garg (DIN: 00036419) as the Managing Director (“MD”):-

Re-appointment of Mr. Sandeep Garg, (DIN: 00036419) as the MD for a further term of One (1) year commencing from June 01, 2025 to May 31, 2026, (both days inclusive), liable to retire by rotation.

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.

Brief profiles of Mr. Goenka and Mr. Garg are available on the Companys website at https://www.welspunenterprises. com/about-us.php.

The resolution for the re-appointment of

Mr. Goenka and Mr. Garg are being placed for the approval of the members of the

Company at the ensuing AGM. The required information as stipulated under Regulation

36 of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by ICSI, has been disclosed in the Notice of the 31st AGM.

3. Retirement by rotation and subsequent re-appointment:-

In accordance with the provisions of Section

152 and other applicable provisions, if any, of the Act, and the Articles of Association of your Company, Mr. Rajesh Mandawewala (DIN: 00007179), Non-Executive Director of your Company, is liable to retire by rotation at the ensuing AGM, and being eligible has offered himself for re-appointment.

Based on performance evaluation and recommendations of the NRC, the Board recommends to the members, his re-appointment as a Non-Executive Director of the Company, liable to retire by rotation.

Brief profile of Mr. Mandawewala is available on the Companys website at https:// www.welspunenterprises.com/about-us. php.

The resolution for re-appointment of

Mr. Mandawewala is being placed for the approval of the members at the ensuing

AGM. The required information as stipulated under Regulation 36 of the SEBI Listing

Regulations and Secretarial Standard on

General Meetings issued by ICSI, has been disclosed in the Notice of the 31st AGM.

b) Key Managerial Personnels (“KMPs”)

I n terms of Section 203 and Clause 2(51) the Act, below mentioned personnel(s) were designated as the KMPs of the Company for the

FY25:- ⁿ Mr. Balkrishan Goenka, Whole-time Director & Chairman ⁿ Mr. Sandeep Garg, Managing Director ⁿ Mr Abhishek Chaudhary, Chief Executive Officer* ⁿ Mr. Lalit Kumar Jain, Chief Financial Officer ⁿ Ms. Tanna, Company Secretary and Nidhi

Compliance Officer

*Appointed w.e.f. November 04, 2024.

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

The 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 https:// www.welspunenterprises.com/admin/uploads/ investerdata/policies/policies_1690356370.pdf

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 the

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

Directors.

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

( in Crore)

Particulars	Mr. Balkrishan Goenka Chairman (Executive)	Mr. Sandeep Garg Managing Director^
Salary	7.50	4.25
Perquisites	Nil	Nil
Commission#	2%	Nil
Variable Pay	Nil	1.25
Service Contract/	May 31, 2025	May 31,
Term of appointment*		2025
Notice Period (as per Companys policy)	3 months	3 months
Severance Fees	Nil	Nil
Stock Options	Nil	Nil

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

^ excludes 2.50 Crore (fixed + variable) paid for the FY 24-25 from Adani Welspun Exploration Limited (“Associate Company”)

* the Board of your Company approved and recommends to the members, re-appointment of Mr. Goenka as the Whole-time Director and Chairman and Mr. Sandeep Garg as the Managing Director of your Company for a further tenure of 1 (One) year w.e.f. June 01, 2025

Mr. Sandeep Garg, Managing Director of your Company, was neither in receipt of any commission from the Company nor remuneration or commission from the subsidiary company(ies).

Mr. Balkrishan Goenka, Chairman (Executive) of your 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 a consolidated basis amounting to 7.16 Crore for the FY 2024-25, 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 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 2024-25:-

( in Crore)

Name of the Non-Executive Independent Directors	Remuneration (including Sitting Fees)
1. Mr. S Madhavan	0.50
2. Mr. Raghav Chandra	0.34
3. Dr. Aruna Sharma	0.30
4. Dr. Anoop Kumar Mittal	0.30
5. *Mr. Sudhir Mital	0.01

* resigned w.e.f. July 11, 2025 (close of business hours)

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 Body, 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) Formal Annual Evaluation

Background

In terms of the requirements of the Act read with the Rules issued thereunder and the SEBI

Listing Regulations, the Board carried-out the annual performance evaluation of the Board of Directors as a whole, Committees of the Board and Individual Directors.

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 parameters. The questionnaire along with criteria for Board evaluation is duly approved by NRC based on the guidance note issued by the SEBI and is reviewed periodically and updated in-line with the change in the business and regulatory framework. Performance evaluation is facilitated by the Chairman of the Board who is supported by the Chairman of the NRC.

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 the structured questionnaires.

All the directors participated in the evaluation process.

F or the FY 2024-25, the annual performance evaluation was carried out by the Independent

Directors, NRC and the Board, which included evaluation of the Board, Independent Directors, Non-Independent Directors, Executive Directors, Chairman, Committees of the Board. Further, assessment with respect to the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties was also conducted.

The Boards overall assessment indicated that it was operating cohesively, including its various Committees. These Committees were performing effectively, regularly reporting to the Board on their activities and progress during the reporting period. The Board also noted that the actions identified in previous questionnaire-based evaluations had been implemented.

Results

The evaluation results were discussed at the meeting of the Independent Directors, NRC, and by the Board. The Directors were satisfied with the overall corporate governance standards, Board performance and effectiveness. The results are summarized below:-

Board expresses satisfaction on its functioning and that of its Committees;

Board has demonstrated strong effectiveness across key areas including strategic oversight, decision making, governance, and stakeholder engagement;

Directors collectively confirmed that Board operates transparently, with high ethical standards and a sound understanding of your Companys strategic priorities and risks. While overall performance is satisfactory, continued focus on enhancing diversity, succession planning, and Board management engagement could further strengthen the Boards effectiveness.

Executive Director is action oriented and ensure timely implementation of board decisions. The Director effectively leads discussions on business issues;

The Chairman leads the Board effectively, encourages contribution from all members, provides clear strategic guidance, encourages discussion and listens to diverse viewpoints.

g) F amiliarization 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.

Y our Company has in place a structured and familiarisation programme for its Directors. Upon appointment, Directors 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 https:// www.welspunenterprises.com/admin/uploads/ investerdata/policies/policies_1709621592.pdf

h) P on olicy 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 6 (Six) times during the FY

2024-25, 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 NRC, 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, 2025

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. VI MECHANISM/ GIL WHISTLE BLOWER POLICY

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

Y our Company has formulated a Policy on

Blower and Vigil Mechanism (“WB P ”)olicy 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. 27 (twenty-seven) whistle-blower complaints were received during the FY 2024-25 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 https:// www.welspunenterprises.com/admin/uploads/ investerdata/policies/policies_1713252646.pdf

17. POL ON ICY PREVENTION OF SEXUAL HARASSMENT OF WOMEN (“POSH”) AT WORKPLACE

Y our 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.

F or the status on POSH Complaints during the year, refer the Corporate Governance Section No. XIV, 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 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 on the Website of the Company at https:// www.welspunenterprises.com/admin/uploads/ investerdata/policies/policies_1716273129.pdf

18. P ARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pu rsuant to Section 186(11)(a) of the Act,

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. P ARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

D uring 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 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 2024-25.

In accordance with the requirements of the the SEBI Listing Regulations, your Company has framed a Policy on RPT which is hosted on the website for of the Company at https://www.welspunenterprises. com/admin/uploads/investerdata/policies/ policies_1690356600.pdf

Pu rsuant 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

Ther e are 10 (Ten) employees who were in receipt of remuneration of not less than 1,02,00,000 (Rupees One Crore and Two Lakh Only), if employed for the your full year and no employee who was in receipt of remuneration of not less than 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.

F urther, details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the aforesaid Rules is available for inspection at the Registered Office of your Company during working hours. As per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the aforesaid Rules, the Annual

Report has been sent to the members excluding the the aforesaid exhibit. Any member interested in obtaining copy of such information may write to the Company

Secretary & Compliance Officer at Companysecretary_ wel@welspun.com

21. CORPORATE GOVERNANCE

Y our 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 and Governance as specified in Part E of Schedule V of the SEBI Listing Regulations, is annexed to the said report.

22. ENHANCING STAKEHOLDER VALUE

Y our Company consistently strive to meet 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.

Y our Company firmly believes that its success in 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

Y our Company strongly believes that resilient 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.

I n accordance with the Regulation 34(2)(f) of

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

25. RISK MANAGEMENT POLICY

Wi th your Companys expansion across business verticals in India, it remains exposed to various risks such as strategic, operational, financial, and regulatory that could impact growth the 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

Managing Director.

T he 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. the

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.

F or the key business risks identified by the Company please refer to the MDA annexed to this Annual Report.

26. L ITIGATION, 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 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. M SMALL AND MEDIUM ENTERPRISE ICRO, (“MSME”)

Y our 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. COM PLIANCE ON MATERNITY BENEFIT ACT, 1961

Y our Company has complied with the provisions of Maternity Act, 1961 for female employees with respect to leaves and maternity benefits thereunder.

29. COMPLIANCE MANAGEMENT

A t Welspun, regulatory compliance is a core 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.

T o support this, a comprehensive 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.

I n line with best governance practices, the

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

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

T he management of your Company engages 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.

T o 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.

Y our 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.

T he Investor relations information is hosted on website of the Company atis hosted on website of the Company at https://www.welspunenterprises. com/investors.php.

Silent Period

Y our 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.

31. CYBER SECURITY

Cy bersecurity 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.

T he key objectives of our cybersecurity program with include:

Risk Reduction

Regulatory Compliance

Business Continuity with

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.

32. OTHER DISCLOSURES

During the year under report:- here was no change in the general 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 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.

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.

no instances of non-exercising of in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act; he Board of Directors affirms that the 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. here were no proceeding against your Company under the Insolvency and Bankruptcy Code, 2016.

33. ENVIRONMENT, HEALTH & SAFETY

A t Welspun, our Health, Safety, and

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. of The Health, Safety & Environment policy of the

Company is hosted on the website of the Company at https://www.welspunenterprises.com/admin/uploads/ investerdata/policies/policies_1723529671.pdf

34. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors hereby confirm that:- -time a in the preparation of the annual accounts, the ) applicable accounting standards have been followed along with proper explanation relating to material departures;

b y ) our 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 y ) our directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of rights the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) y our directors had prepared the annual accounts

Company 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

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

35. ACKNOWLEDGEMENTS

Y our 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.

	For and on behalf of the Board of Directors
	Balkrishan Goenka
Place: Mumbai	Chairman
Date: May 15, 2025	DIN: 00270175