Welspun Living Ltd Directors Report

To

The Members,

Welspun Living Limited

Your Directors have pleasure in presenting the 39^th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2024.

1. Financial highlights:

H Crore

Particulars	Consolidated		Standalone
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations (Net)	9679.24	8,093.76	8084.83	6297.53
Other Income	145.83	121.34	151.89	134.71
Total Revenue	9825.07	8215.10	8236.72	6432.24
EBITDA	1514.74	873.88	1163.97	589.97
EBITDA Margins (%)	15.42%	10.64%	14.13%	9.17%
Finance Cost	153.41	129.88	90.00	69.52
Depreciation and amortization	394.49	442.14	294.50	323.20
Profit before exceptional items and tax and share of net profit of Associates	966.84	301.86	779.47	197.25
Share of net profit of Associates	0.11	0.05	0	0
Profit before tax	966.95	301.91	779.47	197.25
Tax Expense	294.21	99.40	183.53	74.37
Profit after taxation	672.74	202.51	595.94	122.88
Earnings per share (Basic & Diluted) (Nominal value per share Re. 1)	7.06	2.02	6.18	1.25

2. Performance and Outlook:

Your Companys total revenue has seen increase by 20% on consolidated basis and 28% on standalone basis. Your Companys EBITDA has increased by 73% on consolidated level and 97% on standalone basis. This has resulted in increase in EBITDA margin of 45% on consolidated basis and 54% on standalone basis. Profit before Tax has increased by 220% on consolidated basis and 295% on standalone basis. Profit After Tax has increased by 232% on consolidated basis and 385% on standalone basis.

3. Dividend:

i. Dividend Distribution Policy:

The Board of Directors approved Dividend Distribution Policy of the Company, as required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations 2015"). The Dividend Distribution Policy provides that the Board will endeavor to achieve distribution of 25% of Profit for a financial year, on consolidated basis, with equity

shareholders. The Policy is attached as Annexure - 1 to this Report and it is also available on your Companys website and the web link thereto is as given below.

www.welspunliving.com under the tab Investors Policies

ii. Dividend for Financial Year 2023-24:

The Board has recommended dividend of Re. 0.10 per equity share for the Financial Year ("FY") 2023-24 amounting to H 9.72 Crore (subject to shareholders approval). Cash outflow of H 9.72 Crore amounts to 4.80% of consolidated PAT.

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

H Crore

Financial Year	Total Dividend (%)	Cash Outflow
2023-24	10%	4.80
2022-23	10%	9.88
2021-22	15%	14.82

4. Scheme of amalgamation:

During the year FY2023-24, the Company had filed a petition seeking approval of National Company Law Tribunal, Ahmedabad Bench to the scheme of amalgamation of Welspun Flooring Limited, Anjar Terry Towels Limited, Anjar Integrated Textile Park Developers Private Limited, Besa Developers and Infrastructure Private Limited and Welspun Zucchi Textiles Limited with the Company and their respective shareholders with Appointed Date of April 1, 2023.

Welspun Flooring Limited had filed the aforesaid scheme with the National Company Law Tribunal, Hyderabad Bench which approved the scheme vide its order dated March 12, 2024.

All transferor companies were wholly owned subsidiaries of the Company. The scheme was approved by National Company Law Tribunal, Ahmedabad Bench vide its order dated April 09, 2024.

Rationale of the Scheme:

• The Company has been in the textile business for a long period of time with marquee global customers and relationships. Over the years, it has built a strong distribution network and customer relationship. The aforesaid scheme will enable the flooring business housed in Welspun Flooring Limited to leverage on the existing global distribution channels and customer relationships of the Company and to penetrate the markets across the globe, increase the customer base and have wider reach, resulting into higher revenues and profitability. Access to an established distribution network and customer relationship will accelerate the growth of the flooring business.

• The consolidation will result in better earning predictability, stronger revenue and improved competitiveness, with diversification in product portfolio. This will result in stronger presence across market segments, provide access to new markets and product offerings along with better bargaining power with suppliers.

• The proposed amalgamation will also result into greater economies of scale and synergy of operations as a result of better sourcing of raw materials, with sourcing function getting combined with the Company, reduction in procurement costs and lower lead time in procurement (resulting into lowering working capital requirement for inventory).

• Presently the project loan obtained by Welspun Flooring Limited is guaranteed by the Company and carries higher cost of debt. The aforesaid amalgamation will enable raising funds at

relatively lower cost by leveraging on the strong fundamentals and ratings of the Company.

5. Subsidiaries:

As a result of the aforesaid scheme of amalgamation, Welspun Flooring Limited, Anjar Terry Towels, Limited, Anjar Integrated Textile Park Developers Private Limited, Besa Developers and Infracture Private Limited and Welspun Zucchi Textiles Limited stood dissolved without winding up.

On March 4, 2024, the Company acquired Welspun Home Solutions Limited, now a wholly owned subsidiary, of the Company to explore expansion opportunities.

During the year, erstwhile Welspun Flooring Limited, wholly owned subsidiary of the Company acquired 49% equity share capital of Welspun Bhargavi Private Limited, a special purpose vehicle for setting up a captive power plant for supply of renewable energy to the Companys flooring manufacturing facilities located at Hyderabad. This is one more step towards the Companys goal towards moving to 100% renewable energy consumer. Pursuant to the Scheme of Amalgamation of erstwhile Welspun Flooring Limited with the Company, 49% shareholding in Welspun Bhargavi Private Limited was transmitted to the Company as per the scheme mentioned above.

A report on the performance and financial position of each of the subsidiary companies of your Company is included in the consolidated financial statement presented in Form AOC-1 attached as Annexure - 2 to this Report. Your Companys policy on Material Subsidiary as approved by the Board is hosted on your Companys website and the web link thereto is as given below.

https://www.welspunliving.com under the tab Investors Polices

6. Auditors and Auditors Report:

Appointments of Statutory Auditor, Cost Auditor, Secretarial Auditor and Internal Auditor are recommended by the Audit Committee and approved by the Board. Statutory Auditor and Internal auditor meet the Audit Committee in absence of any member of the management atleast twice a year.

i. Statutory Auditor:

Members of the Company appointed S R B C & CO LLP as statutory auditors for its 2^nd term of five years commencing from expiry of 37^th Annual General Meeting held on September 12, 2022 and end on conclusion of 42^nd Annual General Meeting that may be held in the year 2027.

The Auditors are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Statutory Auditors, as per internal policy of S R B C & CO LLP, has rotated Mr. Anil Jobanputra, Partner in charge for the Company from S R B C & CO LLP and Mr. Jai Prakash Yadav has taken over as Partner in charge from FY 2024-25.

The Auditors observation read with Notes to Accounts for FY 2023-24 are self-explanatory and therefore do not call for any comment.

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditors and all entities in the network firm/network entity of which the statutory auditors is a part during the financial year under Report is H 3.11 Crore.

ii. Cost Auditors:

As per Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has reappointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your Company for FY 2024-25 on the recommendations made by the Audit Committee.

Members are requested to ratify their remuneration by passing an ordinary resolution in the forthcoming Annual General Meeting.

As required under the Companies (Accounts) Rules, 2014, the cost accounting records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 are made and maintained by the Company.

iii. Secretarial Auditor:

The Secretarial Audit Report for FY 2023-24 is attached herewith as Annexure - 3 to this Report. As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Secretarial Audit Report for FY 2023-24 of Welspun Global Brands Limited and Welspun Captive Power Generation Limited, material unlisted subsidiaries are also attached under Annexure - 3.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed JMJA & Associates LLP, Company Secretaries, as the Secretarial Auditor of your Company for the FY 2024-25.

7. Disclosure of Shares held in suspense account:

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year		Number of shareholders who approached issuer for transfer of shares from suspense account during the year		Number of shareholders to whom shares were transferred from suspense account during the year		Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
No of Holders	No of Shares	No of Holders	No of Shares	No of Holders	No of Shares	No of Holders	No of Shares	Remarks
806	330220	500	166810	500	191560	306	138660	A) 157150 shares and 420 Records transferred to IEPF on 20.05.2023
								B) 22400 Shares and 72 records transferred to IEPF on 24.1 1.2023

8. Listing with the Stock Exchanges:

Your Companys equity shares are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Annual listing fees for the FY 2023-24 have been paid to NSE and BSE. There are no unsecured Commercial Papers outstanding as at March 31, 2024.

9. Finance:

i. Credit Rating:

During the year, CARE Ratings Limited (CARE) has reaffirmed your Companys long term credit rating as AA and short term credit rating as A1+. India Ratings & Research, a Fitch Group company, has reaffirmed your Companys long-term issuer rating as IND AA/Positive and reaffirmed shortterm credit rating as IND A1+.

ii. Deposits:

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

10. Board of Directors:

The Board of Directors has made changes in the composition of the Board of Directors of the Company. The Board appointed Mr. Murali Sivaraman, Mr. Sunil Duggal and Ms. Naiyya Saggi as independent directors of the Company. The shareholders of the Company approved Mr. Murali Sivaramans, Mr. Sunil Duggals and Ms. Naiyya Saggis appointment pursuant to resolutions passed by postal ballot on January 28, 2024, April 28, 2024 and July 21, 2024 respectively.

Mr. K. H. Viswanathan, holding Director Identification Number 00391263 and Mr. Arvind Kumar Singhal, holding Director Identification Number 00709084, retired on completion of their terms as independent directors of the Company with effect from March 31, 2024. The Board placed on record its appreciation to immense contribution to the Company and the Board received from Mr. K. H. Viswanathan and Mr. Arvind Kumar Singhal and the Company wishes them success for their future endeavors.

Your Companys Board comprises mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as finance, accounts, marketing, brand building, general management and strategy. Except the Independent directors and Mr. Balkrishan Goenka, all other directors are liable to retire by rotation as per the provisions of the Act. Although Mr. Goenka is not liable to retire by rotation, his appointment is subject to approval as may be required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. It is confirmed that, except for Mr. Balkrishan Goenka and Ms. Dipali Goenka who are husband and wife, there is no relationship between the directors inter-se. The details of the directors, their meetings held during the year and the extracts of the Nomination and Remuneration Policy has been given in the Corporate Governance Report, which forms part of this Report.

i. Changes in Directors and Key Managerial Personnel:

The changes in Board of Directors and Key Managerial Personnel are as given below:

(i) Appointment of Mr. Murali Sivaraman, holding Director Identification Number 01461231, as an Independent Director with effect from November 1, 2023;

(ii) Appointment of Mr. Sunil Duggal, holding Director Identification Number 00041825, as an Independent Director with effect from January 31, 2024;

(iii) Retirement of Mr. K H Viswanathan, holding Director Identification Number 00391263, as an Independent Director with effect from March 31, 2024;

(iv) Retirement of Mr. Arvind Kumar Singhal, holding Director Identification Number 00391263, as an Independent Director with effect from March 31, 2024;

(v) Mr. Rajesh Mandawewala, holding Director Identification Number 00007179, was appointed as Executive Vice Chairman of the Company with effect from April 01, 2023 for a period of 5 years.

(vi) Ms. Dipali Goenka, holding Director Identification Number 00007199, was appointed as Managing Director & CEO of the Company with effect from April 01, 2023 for a period of 5 years.

(vii) Mr. Altaf Jiwani, holding Director Identification Number 05166241, was appointed as Wholetime Director of the Company with effect from April 01, 2023 for a period of 5 years.

(viii) Appointment of Ms. Naiyya Saggi, holding Director Identification Number 06755099, as an Independent Director with effect from April 25, 2024.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of your Company, Ms. Dipali Goenka (holding Director Identification Number DIN 00007199) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for her re-appointment.

Details about director being appointed or re-appointed are given in the Notice of the forthcoming Annual General Meeting.

ii. Declaration by an Independent Director(s):

Your Company has received declarations from all the independent directors as per the provisions of Section 149(7) of the Act confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Act and that there is no change in the circumstances as on the date of this Report which may affect their respective status as an independent director.

Your Board confirms that in its opinion the independent directors fulfill the conditions prescribed under the SEBI (LODR), 2015 and they are independent of the management. All the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs ("IICA"), Manesar, Gurgaon as

notified by the Central Government under Section 150(1) of the Companies Act, 2013.

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

Key Independence Criteria	Murali Sivaraman	Pradeep Poddar	Anisha Motwani	Sunil Duggal
The director must not have been employed by the Company in an executive capacity within the last five years.	?	?	?	?
The director must not accept or have a "Family Member who accepts any payments from the company or any parent or subsidiary of the company in excess of $60,000 during the current fiscal year", other than those permitted by SEC Rule 4200 Definitions, including i) payments arising solely from investments in the Companys securities; or ii) payments under non-discretionary charitable contribution matching programs. Payments that do not meet these two criteria are disallowed.	?	?	?	?
The director must not be a "Family Member of an individual who is, or during the past three years was employed by the Company or by any parent or subsidiary of the Company as an executive officer".	?	?	?	?
The director must not be (and must not be affiliated with a company that is) an adviser or consultant to the Company or a member of the Companys senior management.	?	?	?	?
The director must not be affiliated with a significant customer or supplier of the Company.	?	?	?	?
The director must have no personal services contract(s) with the Company or a member of the Companys senior management.	?	?	?	?
The director must not be affiliated with a not-for-profit entity that receives significant contributions from the Company.	?	?	?	?
The director must not have been a partner or employee of the Companys outside auditor during the past three years.	?	?	?	?
The director must not have any other conflict of interest that the board itself determines to mean they cannot be considered independent	?	?	?	?

iii. Directors Evaluation:

Background:

Nomination and Remuneration Committee has laid down the criteria for evaluation of performance of the Board, its committees and the directors.

In compliance with Sections 134, 178 of, and Paras II, V and VIII of Schedule IV to, the Act and Regulation 17 of Para A of Part D of Schedule II to SEBI Regulations 2015, the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its Committees and Directors. The evaluation process invited graded responses to a structured questionnaire, which was largely in line with the SEBI Guidance Note on Board Evaluation, for each aspect of the evaluation. All the results were satisfactory.

Mode of evaluation:

Board assessment is conducted through a structured questionnaire. Each question requires response on a scale of 0 to 3 with 3 being the best. The Company has a digital platform developed in-house to facilitate confidential responses to a structured questionnaire. All the directors participated in the evaluation process.

Further, meeting of independent directors was conducted to review the performance of the Board as a whole and that of non-independent directors.

Results:

The evaluation results were discussed at the Meeting of Board of Directors, Committees and the Independent Directors meeting. The Directors were satisfied with the overall corporate governance standards, Board performance and effectiveness.

	Key parameters
Board of Directors	• Board structure and composition
	• Board meeting practices (agenda, frequency, duration)
	• Functions of the Board (Strategic direction etc.)
	• Quantity, quality & timeliness of information
	• Board culture and effectiveness
	• Functioning of Board Committees
	• Director induction and development programs
Board Committee	• Composition, roles & responsibilities and effectiveness of the committee
	• Meeting structure and information flow
	• Contributions to Board decisions
Independent directors	• Independence from company (no conflict of interest)
	• Independent views and judgement
	• Objective contribution to the Board deliberations
Chairperson	• Promote effective decision-making
	• Encourage high quality of constructive debate
	• Open-minded and listening to the members
	• Effectively dealing with dissent and work constructively towards consensus
	• Shareholders interest supreme while taking decisions
Executive	• Relevant expertise and commitment
Directors	• Performance vis-a-vis business budget, peers
	• Dealing with challenges
	• Developing leaders

Board of Directors

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Parameters with high evaluation scores:	Key focus areas:
• The size and composition of the Board is appropriate.	• Effectiveness in formulating Succession plan which is monitored and reviewed regularly. [Action plan: Succession planning and other HR matters will be presented to the Board regularly.] Addressing matters of strategic concerns in its review of the Board agenda with the executive management. [Action plan: Board will now be reviewing strategy matters every quarter].
• Effectiveness in establishing a corporate environment that promotes timely and effective disclosure, fiscal accountability, high ethical standards and compliance with applicable laws and regulations and has set a corporate culture and the values by which executives throughout a group shall behave.
• The Board members collectively and constructively work as a team.
• Effective in developing a corporate governance structure that allows and encourages the Board to fulfill its responsibilities.
• Considerable attention to the quality of financial reporting process and internal financial controls and effectively oversees them
• The level of independence of the management from the Board is adequate.
• Size, composition and diversity of each Committee.	• Well informed recommendations to the Board while processing proposals of KMPs and senior management. [Action: Nomination and Remuneration Committee will be regularly reviewing organisation structure and succession planning.]
• Strong oversight on financial reporting process, internal financial controls, compliance with related party transaction regulations and reporting to Board on key control gaps.
• Performance monitoring of subsidiaries.
• Effective in advising senior executives.

iv. Induction and familiarization of Director(s):

Your company provides a comprehensive induction program for board members to help them gain a deep understanding of its operations. This program is designed to enhance their ability to contribute effectively in their roles. Upon joining, new directors engage with senior management and gain hands-on experience with the companys functions and manufacturing facilities. Additionally, senior management regularly updates the board on their areas, discussing strategic goals, challenges, and seeking the boards guidance.

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

The policy on Companys familiarization programme for Independent Directors is hosted on your Companys website and a web link thereto is as given below:

https://www.welspunliving.com under the tab Investors Policies

v. Committees of the Board of Directors:

Information on the Audit Committee, the Nomination and Remuneration Committee, ESG & CSR Committee, the Stakeholders Relationship, Share Transfer and Investor Grievance Committee, Risk Management Committee and meeting of those committees held during the year is given in the Corporate Governance Report forming part of this Report.

11. Employee Stock Option Plan (ESOP):

There were no outstanding options as on March 31, 2024.

Disclosure as required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are as under:

Scheme - Welspun Living Employee Benefit Scheme - 2022

(I) A description of each ESOP that existed at any time during the year, including the general terms and conditions of each ESOP, including -

(a) Name of the ESOP Plan	Welspun Living Employee Benefit Scheme - 2022
(b) Date of shareholders approval	June 29, 2022
(c) Total number of options approved under ESOP	4,45,00,000
(d) Vesting requirements	Vesting: 25% on each anniversary of the date of grant.
(e) Exercise price or pricing formula	As may be decided by the Nomination and Remuneration Committee of the Board of Directors from time to time.
(f) Maximum term of options granted	* No options granted. As per the ESOP Plan, options will lapse if not exercised within 4 years of vesting.
(g) Source of shares (primary, secondary or combination)	Both primary and secondary market
(h) Variation in terms of options	-

* No options were granted during FY 2023-24, the period covered by this annual report. Options have been granted in the FY 2024-25.

(II) Method used to account for ESOP - Intrinsic or fair value.	-
(III) Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.
(IV) Option movement during the year	No options have been granted during the year under the ESOP plan.
Number of options outstanding at the beginning of the period	Nil
Options granted	-
Options vested	-
Options exercised	-
The total number of shares arising as a result of exercise of option	-
Options forfeited / lapsed / surrendered	-
The exercise price	-
Money realized by exercise of options	-
Loan repaid by the Trust during the year from exercise price received	Nil
Number of options outstanding at the end of the Year	-
Number of options exercisable at the end of the Year	-
Employee wise details of options granted to:-
• Key Managerial Personnel	-
• Any other 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
• Identified 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.	None
Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 Earnings Per Share.
Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.
Weighted-average value of share price (Rs)	Not Applicable as no options have been granted under this scheme.
Exercise prices (Rs.)

weighted-average fair values of options (Rs)

A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information:

(i) risk-free interest rate

(ii) expected life

(iii) expected volatility

(iv) Dividend yield

(v) the price of the underlying share in market at the time of option grant.

Your Company did not provide any loan for the purchase of, or subscription for, shares of your Company to Welspun Living Employee Welfare Trust ("ESOP Trust")

12.Loans, Guarantees and Investments:

Information of amounts of investments made, loans given, guarantees given and security provided by your Company as on March 31, 2024 is as given under:

Particulars	Amount
Investments	1,567.34
Loans / Receivables	8.10
Guarantees	1,316.60
Security	-
Total	2,892.04

The Company has issued guarantee of H 820 Crore in favour of consortium of Bankers led by State Bank of India ("the Consortium") to secure repayment of working capital facilities extended by the Consortium to Welspun Global Brands Limited ("WGBL"), a subsidiary of your Company and H 100 Crore in favour of Kotak Mahindra Bank Limited to secure its term loan facility.

Your Company has issued guarantees of amounts upto H 111.86 Crore to Customs Authorities to secure fulfilment of export obligations of Welspun Advanced Materials (India) Limited ("WAMIL"), a wholly owned subsidiary of your Company. Additionally, the Company has issued guarantee in favour of Catalyst Trusteeship Limited to secure term loan facility and working capital facility of WAMIL for an amount of of H 209.74 Crore and H 75 Crore respectively.

Disclosures pursuant to the Regulation 34(3) read with Para A of Schedule V of SEBI Regulations, 2015 is given at Note No. 36 of the audited financial statements.

13.Particulars of contracts or

arrangements with related parties:

All related party transactions that were entered into during the year under report were on an arms length basis and were in the ordinary course of business, to serve mutual needs and mutual interest. Except for contract with WGBL, subsidiary of your Company, there were no materially significant related party transactions made by your Company. The Audit Committee has given its omnibus approval which is valid for one financial year. Your Companys policy on Related Party Transactions as approved by the Board is

hosted on your Companys website and a web link thereto is as given below:

https://www.welspunliving.com under the tab Investors Policies

Disclosures as required under the Act are given in Form AOC-2 as Annexure - 4 to this Report.

The details of the related party transactions as required under IND-AS 24 are set out in Note No. 29 to the Standalone financial statements forming part of this Report.

14.Details of Remuneration to Directors and Key Managerial Personnel:

i. Details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) the ratio of the remuneration of each executive director and key managerial personnel to the median remuneration of the employees of your Company for FY 2023-24 is as given below:

Name and Designation	Remuneration (Rs Crore)	The percentage increase in remuneration	The ratio of the remuneration to the median remuneration of the employees (No. of times)
Mr. Rajesh Mandawewala Executive Vice Chairman	13.51	175.71	603
Ms. Dipali Goenka Managing Director & CEO	14.34	99.72	640
Mr. Altaf Jiwani Wholetime Director	4.65	16.46	205
Sanjay Gupta Chief Financial Officer	2.53	9.52	113
Shashikant Thorat Company Secretary	0.64	8.16	28

(a) The percentage increase in the median remuneration of employees in FY 202324 was 10.67%.

(b) Your Company had 21,929 permanent employees on its payroll as on March 31, 2024.

(c) Average percentage increase in the salaries of employees other than the managerial personnel in FY 2023-24 was 7.45%.

The key parameters for any variable component of remuneration availed by the directors are as per the Nomination and Remuneration Policy. We affirm that the remuneration is as per the Nomination and Remuneration Policy of your Company.

ii. Details of the employees of your Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Name, Designation, Age, DOJ, Current Gross Salary (H Crore), Qualification, Previous Company, Nature of Employment, % of Equity Shares held in the Company, Relative of any Director/ Manager of the Company.

Alok Mishra, Senior Vice President, 50, 04/10/2021, 1.15, Permanent, 0, No; Altaf Jiwani, Whole-time Director, 57, 02/02/2015, 4.65, B.TECH/MMS, Philips Carbon black, Permanent, 0, No; Amit Bhandari, President, 49, 11/01/2006, 1.02, Permanent, 0, No; Bharat Thanvi, President, 50, 27/01/1996, 1.27, BE/ Btech, -, Permanent, 0, No; Cherian Kenneth Thomas, President, 53, 02/12/2019, 0.81, BE (Mechanical)+ MBA, Frigoglass, Permanent, 0, No; Chhotubhai Chaudhari, Vice President, 58, 25/11/1997, 0.93, Permanent, 0, No; Chintan Thaker, President, 46, 01/04/2003, 1.68, B.SE+MBA, Gujarat Infra Ltd, Permanent, 0, No; Dipali Goenka, Managing Director & CEO, 54, 07/08/2000, 14.34, Contractual, 7,50,400 Equity Shares, Yes; Disha Shah, Vice President, 47, 28/09/2020, 0.78, Permanent, 0, No; K R. Subramanian, Senior Vice President, 57, 25/03/2015, 1.22, Permanent, 0, No; Lalit Mahajan, Senior Vice President, 55, 25/07/2022, 1.03, Permanent, 0, No; Mayank Meenketan, Senior Vice President, 41, 04/01/2023, 1.03, Permanent, 0, No; Puesh Ajmani, President, 45, 25/08/2020, 2.16, MBA + PGDM, Square Panda Inc, Permanent, 0, No; Rajesh Mandawewala, Executive Vice Chairman, 60, 01/12/1985, 13.51, CA, Contractual, 1,030 Equity Shares, No; Rajarshi

Ghosh, President, 51, 03/03/2021, 1.19, Permanent, 0, No; Rajesh Kumar Srivastava, President, 57, 25/08/2022, 1.36, Permanent, 0, No; Ravi Bhushan Singh, Vice President, 46, 03/05/2023, 1.06, Permanent, 0, No; Ruchika Arora, Senior Vice President, 39, 25/02/2021, 1.14, Permanent, 0, No; Salil Bawa, President, 51, 01/12/2022, 1.80, ICFAI, IndoStar Capital Finance, Permanent, 0, No; Sanjay Kanungo, *Director, 56, 23/01/2017, 2.16, BE (Mechanical), Trident, Permanent, 0, No; Selvaraj Chinnamuthu, Senior Vice President, 57, 03/11/2004, 0.99, Permanent, 0, No; Sanjay Gupta, President, 55, 14/05/2021 2.53, MBA+PGDM, Vibgyor School Group, Permanent, 0, No; Shailesh Apte, Senior Vice President, 42, 13/09/2021, 1.56, M. Com, JSW Steel, Permanent, 0, No; Sharad Agarwal, Vice President, 46, 17/02/2016, 0.86, Permanent, 0, No; Suraj Raj Dhillon, Assistant Vice President, 36, 24/08/2023, 0.52, PGDM, Mountain Valley Springs India Private Limited, Permanent, 0, No; Vikram Bector, *Director, 58, 16/10/2023, 2.93, Permanent, 0, No; Vijay Pasupathy, President, 43, 19/10/2022, 1.99, Permanent, 0, No; Updeep Singh Chatrath, *Director, 59, 02/01/2024, 0.49, MBA/PGDM, Sutlej Textiles and Industries Limited, Permanent, 0, No.

* Not a member of the Board.

iii. Ms. Dipali Goenka, Managing Director & CEO, who is receiving remuneration and commission from your Company, receives H 4.13 Crore as remuneration (including variable pay) and commission of 2% of profits also from WGBL, a subsidiary of your Company.

iv. Details of managerial remuneration and payments to other directors is given in the Annual Return.

15. Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at www.welspunliving.com under the tab Investors Shareholders Information -> Annual Return FY 23-24.

16. Business Responsibility and Sustainability Report (BRSR):

The Company is pleased to present its 3^rd Business Responsibility and Sustainability Report for the financial year 2023-24 which is a part of this Annual Report.

17. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is attached as Annexure - 5 to this Report.

18. Corporate Social Responsibility (CSR):

The key philosophy of all CSR initiatives of the Company is enshrined in the three Es which have become guiding principles of the CSR initiatives - Education, Empowerment (of Women) and Environment & Health.

The CSR Policy of your Company as approved by the Board of Directors, is hosted on your Companys website and a web link thereto is as given below: www.welspunliving.com under the tab Investors Policies.

The initiatives undertaken by your Company during FY 2023-24 in CSR have been detailed in this Report. Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - 6 to this Report.

The Companys CSR programs are linked with the Sustainable Development agenda adopted by the UN; clearly defined activities and goals - ongoing/ long-term; provisions related to excess contribution & set-off, capital assets governance structure & responsibilities.

19. Internal controls:

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation of Section 134(5) of the Act, SEBI Regulations, 2015 and other relevant statutes applicable to your Company.

Your Company has well-documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs. The Internal Auditors continuously monitor the efficiency of the internal controls / compliance with the SOPs with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisations risk management, control and governance processes.

For the year ended March 31, 2024, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect on your Companys operation.

20. Risk management:

Your Company is exposed to risks across all levels and functions of the organisation. The Board has approved Enterprise Risk Management Policy (ERMP) to effectively address financial, operational, business, compliance and strategic risk. A structured enterprise risk management program has been formulated and implemented. Refer to the MDA Section in this Report for risks and threats applicable to your Company.

21. Corporate Governance:

The Company is committed to maintain the highest standards of corporate governance requirements as set out by SEBI. The Report on Corporate Governance as stipulated under SEBI Regulations, 2015 forms an integral part of this Report. The requisite Compliance Certificate is obtained from MNB & Co. LLP, Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI Regulations 2015, is annexed to the Corporate Governance Report.

22. Management Discussion and Analysis Report ("MDA"):

The MDA Report on the operation of the Company as required under the SEBI Regulations, 2015, is provided in a separate section and forms part of this Report.

23. Vigil mechanism:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee.

24. Directors Responsibility Statement:

Pursuant to Sections 134(3)(c) & 134(5) of the Act, your Directors hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the FY 2023-24;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

25. Miscellaneous:

During the year, there was no change in the general nature of business of your Company. No material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year to which the financial statements relate and the date of the report. No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Companys operations in future. No amount was required to be transferred to General Reserve. No share with differential rights was issued by your Company nor did your Company issue any equity share as sweat equity share. The Company has complied with provisions relating to the constitution of Internal Complaints

Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, based on the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace and confirmation received from the Internal Complaints Committee of your Company, no case of sexual harassment was reported during the year under review. No fraud took place in the Company during the year and hence, no such reporting was made to the Audit Committee and the Board under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014. There were no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016. Further, there were no instances of one time settlement with the Banker or Financial Institution. The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating

effectively. The Company has complied with the applicable Secretarial Standards.

26.Acknowledgements:

Your Directors thank the government authorities, financial institutions, banks, customers, suppliers, members, employees and other business associates of your Company, who through their continued support and co-operation, have helped as partners in your Companys progress and achievement of its objectives.

For and on behalf of the Board of Directors
	Sd/-
	Balkrishan Goenka
July 24, 2024	Chairman
Mumbai	DIN 00270175