welspun india ltd Directors report

To

The Members,

Welspun India Limited

Your Directors have pleasure in presenting the 37^th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2022.

1. Financial highlights:

? million

	Consolidated		Standalone
Particulars m	2021-22	2020-21	2021-22	2020-21
Revenue from Operations (Net)	93,115	73,402	67,035	59,563
Other Income	658	678	861	832
Total Revenue	93,773	74,080	67,896	60,395
EBITDA	14,246	14,197	9,768	11,656
EBITDA Margins (%)	15	19	14	19
Finance Cost	1,312	1,975	813	1,014
Depreciation and amortisation	4,205	4,536	2,761	3,301
Profit before exceptional items and tax and share of net profit of Associates	8,728	7,686	-	-
Share of net profit of Associates	1	1	-	-
Profit before tax	8,729	7,687	6,194	7,341
Tax Expense	2,663	2,179	2,272	2,074
Profit after taxation	6,066	5,508	3,922	5,267
Earnings per share	6.06	5.37	3.95	5.24
(Basic & Diluted)
(Nominal value per share Re. 1)

2. Performance and Outlook:

Your Companys total revenue has seen growth of 27% on consolidated basis and 13% on standalone basis. In spite of factors like Ukraine-Russia conflict, logistical challenges, unseen levels of increases in commodity prices and decades high inflation in western economies, your Company has seen growth. Commodity prices have impacted EBITDA. Your Companys EBITDA on consolidated level has remained almost same and has seen slid down by 16% on standalone basis. This has resulted in decrease in EBITDA margin of 21% on consolidated basis and 25% on standalone basis. Profit before Tax has increased by 14% on consolidated basis and reduced by 16% on standalone basis. Profit After Tax has increased by 10% on consolidated basis and reduced by 26% 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 PAT 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.welspunindia.com under the tab Investors -> Policies

ii. Dividend for Financial Year 2021-22:

The Board has recommended dividend of ? 0.15 per equity share for the Financial Year ("FY") 2021-22 amounting to ? 148.21 million, consequently cash outflow of ? 148.21 million i.e. 2.44% of consolidated PAT. Considering cash outflow of 2 billion on account of Buyback approved and completed on July 15, 2021 along with dividend cash outflow of ? 148.21 million, payout to shareholders amounts to 35.41% of consolidated PAT.

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

? million

Financial Year	Total Dividend (%)	Cash Outflow (including DDT)
2021-22	15%	148
2020-21	15%	151
2019-20	100%	1,211

4. Subsidiaries:

During the year FY2021-22, the Company divested its investment in Pure Sense Organic Myanmar Limited ("PSOML"), a Myanmar based company engaged in the business of organic cotton. Myanmar witnessed a military coup in the middle of Covid Pandemic. The Company decided exit from this project.

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.

www.welspunindia.com under the tab Investors -> Polices

5. Auditors and Auditors Report:

i. Statutory Auditors:

Your Companys Auditors, S R B C & CO LLPs tenure expires at the 37^th Annual General Meeting to be held in this year 2022. The Board of Directors recommends re-appointment of S R B C & CO LLP (having Firm Registration Number 324982E/E300003) as the Statutory Auditors of the Company for the second term of consecutive five years commencing from the conclusion of 37^th Annual General Meeting till the conclusion of 42^nd Annual General Meeting. The Auditors are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors observation read with Notes to Accounts for FY 2021-22 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 auditor and all entities in the network firm/network entity of which the statutory auditor is a part during the financial year under Report is ? 53.19 million.

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 202223 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 2021-22 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 2021-22 of Welspun Global Brands Limited, material unlisted subsidiary company is 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 MNB & Co. LLP, Practicing Company Secretaries, as the Secretarial Auditor of your Company for the FY 2022-23.

6. 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		Remarks
No of Holders	No of Shares	No of Holders	No of Shares	No of Holders	No of Shares	No of Holders	No of Shares
825	333,630	8	1,410	8	1,480	817	332,150	-

7. 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 2022-23 have been paid to NSE and BSE. The unsecured Commercial Papers outstanding as at March 31, 2022 are listed on the National Stock Exchange of India and the details are as given below:

Subscribers Name	ISIN	Maturity value O Maturity Units	Issue date	Maturity date	CP Outstanding on 31.03.2022 (?)
BNP Paribas Mutual Fund	INE192B14570	250,000,000/- 500	28-Feb-22	27-May-22	250,000,000/-
Kotak Bank	INE192B14588	100,00,00,000/- 2000	17-Mar-22	13-Sep-22	100,00,00,000/-

8. 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/Stable 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.

9. Board of Directors:

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, all other directors are liable to retire by rotation as per the provisions of the Act. It is confirmed that, except for 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:

During the year, there was no change in Board of Directors and Key Managerial Personnel except as given below.:

(i) Resignation of Sanjeev Sancheti as Chief Financial Officer of the Company w.e.f. May 14, 2021;

(ii) Appointment of Sanjay Gupta as Chief Financial Officer of the Company w.e.f. May 15, 2021;

(iii) Resignation of Arun Todarwal as Independent Director w.e.f. July 01, 2022 and

(iv) Appointment of K H Viswanathan as Independent Director w.e.f. July 01, 2022

In accordance with the provisions of Section 152 of the Act and the Articles of Association of your Company, Mr. Rajesh Mandawewala (holding Director Identification Number 00007179) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for his 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	Arun Todarwal	Arvind Singhal	Pradeep Poddar	Anisha Motwani
The director must not have been employed by the Company in an executive capacity within the last five years.	V	V	V	V
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	V	V	V	V
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.	V	V	V	V
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	V	V	V	V
The director must not be affiliated with a significant customer or supplier of the Company	V	V	V	V
The director must have no personal services contract(s) with the Company or a member of the Companys senior management	V	V	V	V
The director must not be affiliated with a not-for-profit entity that receives significant contributions from the Company	V	V	V	V
The director must not have been a partner or employee of the Companys outside auditor during the past three years	V	V	V	V
The director must not have any other conflict of interest that the board itself determines to mean they cannot be considered independent	V	V	V	V

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

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 Directors	• Relevant expertise and commitment
	• Performance vis-a-vis business budget, peers
	• Dealing with challenges
	• Developing leaders

Board of Directors

Parameters with high evaluation scores:	Key focus areas:
• Well informed decision-making process and considers interest of all stakeholders	• Induction & Continuous training for Independent Directors [Action plan: comprehensive induction toolkit shall be developed for new directors and periodic re-assessment of training needs]
• In-depth understanding about key performance drivers, risks and opportunities	• Enhance governance over succession plan within the organisation [Action plan: Successor readiness dashboard and progress update to be shared with NRC at regular intervals.]
• Strong oversight on quality of financial reporting process & internal financial controls	• Strive to balance time spent between strategic matters and day-to-day responsibilities
• Constructive Board culture	• Formally define/document roles & responsibilities of the Board and Committees [Action plan: Board Charter, AC Charter, NRC Charter, ESG & CSR Committee charters have been developed]
• Regular monitoring of actions taken on key decisions

Board Committees

Parameters with high evaluation scores:	Key focus areas:
• Strong oversight on financial reporting process, internal financial controls, compliance with related party transaction regulations and reporting to Board on key control gaps	• Higher time to discuss CSR issues and interaction with operating management on CSR matters
• Performance monitoring of subsidiaries
• Effective in advising senior executives

Key actions taken as a result of previous years evaluation:

• Separate presentation by each business vertical CEOs to the Board

• Formal and dedicated agenda for briefing by Committee Chairperson to the Board on key updates from Committee meetings

iv. Familiarisation program for Independent Director(s):

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

The policy on Companys familiarisation programme for Independent Directors is hosted on your Companys website and a web link thereto is as given below: www.welspunindia.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 meetings of those committees held during the year is given in the Corporate Governance Report forming part of this Report.

10. Employee Stock Option Plan ("ESOP"):

The Company granted stock options during the financial year 2021-2022.

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

(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	WELSOP 2005
(b) Date of shareholders approval	September 28, 2005
(c) Total number of options approved under ESOP	36,544,760 (3,654,476 at the time of passing of shareholders resolution with shares being of face value 10 per share.)
(d) Vesting requirements	Vesting: 20% on end of one year from the date of grant; 20% on end of second year from the date of grant; 30% on end of third year from the date of grant and 30% on end of fourth year from the date of grant.

(e) Exercise price or pricing formula	At the latest available closing market price of the equity shares of the Company at the time of grant.
(f) Maximum term of options granted	3 years
(g) Source of shares (primary, secondary or combination)	Primary
(h) Variation in terms of options	No modifications were made to the schemes during the year.

(II) Method used to account for ESOP - Intrinsic or fair value.	The Company has recognised compensation cost using fair value method of accounting. The Company has recognised stock option compensation cost of 17.42 million in the statement of profit and loss for the financial year 2021-22.
(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 recognised 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.	The Company accounted for employee compensation cost on the basis of fair value of the options.

(IV) Option movement during the year	Options granted on July 31, 2021	Options granted on November 26, 2021
Number of options outstanding at the beginning of the period	-	-
Options granted	3,000,000	300,000
Options vested	-	-
Options exercised	-	-
The total number of shares arising as a result of exercise of option	-	-
Options forfeited/lapsed	400,000	-
The exercise price	133.45	139.00
Money realised by exercise of options	-	-
Loan repaid by the Trust during the year from exercise price received	Not applicable	Not applicable
Number of options outstanding at the end of the Year	2,600,000	300,000
Number of options exercisable at the end of the Year	-	-

Employee wise details of options granted to:-

• Key managerial personnel	200,000 options granted to Mr. Sanjay Gupta, Chief Financial Officer of the Company having exercise price of 133.45 per share.
• 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	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:

1. A K Joshi	200,000
2. Keyur Parekh	200,000
3. Sanjay Kanungo	200,000
4. Rajendra Mehta	200,000
5. Amarsinh Dhanwade (resigned w.e.f. January 08, 2022)	200,000
6. Puesh Ajmani	200,000
7. Umasankar Mahapatra(resigned w.e.f. March 23, 2022)	200,000
8. Manjari Upadhye	200,000
9. Mukesh Sawalani	200,000
10. Cherian Thomas	200,000
11. Altaf Jiwani	500,000
12. Amit Bhandari	200,000
13. Chintan Thakker	200,000

• 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".	3.95

	Options granted on July 31, 2021	Options granted on November 26, 2021
Weighted-average value of share price (Rs.)	133.45	139.00
Exercise prices (Rs.)	133.45	139.00
weighted-average fair values of options (Rs.)	44.80	46.86
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	3.94% - 5.65%	4.29% - 5.65%
(ii) expected life	1-4	1-4
(iii) expected volatility	50%	50%
(iv) Dividend yield	1.05%	1.05%
(v) the price of the underlying share in market at the time of option grant.	133.45	139.00

11. Loans, Guarantees and Investments:

Information of amounts of investments made, loans given, guarantees given and security provided by your Company as on March 31, 2022 is as given under:

million

Particulars	Amount
Investments	18,961.70
Loans/Receivables	-
Guarantees	24,354.60
Security	-
Total	43,316.30

The Company has issued guarantee of 8.2 billion 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.

The Company has issued guarantees of 8.15 billion in favour of the lenders of Welspun Flooring Limited ("WFL"), a wholly owned subsidiary of your Company to secure repayment of facilities extended by those lenders to WFL and 1.56 billion in favour of Exim Bank Limited to secure term loan facility. The Company issued a guarantee of 2.55 billion to Catalyst Trusteeship Limited, security trustee of consortium of lenders to WFL consisting of Bank of Baroda, HDFC Bank and IDFC First Bank. The Company has issued guarantee of Rs. 175 million in favour of HDFC Bank Limited to secure working capital facility availed by WFL. Additionally, your Company had issued guarantee of amount of 1 200 million in favour of Axis Bank Limited to secure forward contracts risk.

Your Companys Board has authorised issue of guarantees of amounts upto 1.40 billion 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 for an amount of 2.48 billion.

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.

12. 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 contracts with WGBL and WCPGL, subsidiaries 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:

www.welspunindia.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 29(ii) to the Standalone financial statements forming part of this Report.

13. 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 2021-22 is as given below:

Name and Designation	Remuneration ( million)	The percentage increase in remuneration	The ratio of the remuneration to the median remuneration of the employees (No. of times)
Rajesh Mandawewala Managing Director	107.91	18.39	485
Ms. Dipali Goenka CEO and Joint Managing Director	125.67	24.20	580
Sanjay Gupta * Chief Financial Officer	14.76	* -	79
Sanjeev Sancheti@ Chief Financial Officer	7.85	@ -	-
Shashikant Thorat Company Secretary	5.38	36.20	30

* Joined with effect from May 15, 2021 @ Acted as CFO upto May 14, 2021.

(b) The percentage increase in the median remuneration of employees in FY 2021-22 was 15.18%.

(c) Your Company had 19,905 permanent employees on its payroll as on March 31, 2022.

(d) Average percentage increase in the salaries of employees other than the managerial personnel in FY 2021-22 was 11%.

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 ( million), Qualification, Previous Company, Nature of Employment, % of Equity Shares held in the Company, Relative of any Director/Manager of the Company

Amarsinh Dhanwade, Senior Vice President, 43, 20/08/2018, 17.28, MBA/PGDM, LOreal, Permanent, 0, No(resigned w.e.f. 08/01/2022), Altaf Jiwani, *Director, 55, 02/02/2015, 44.88, B.TECH/MMS, Philips Carbon Black, Permanent, 0, No, Abhinandan Singh, Senior Vice President,

50, 20/12/2021, 2.95, MBA, Coforge Limited, Permanent, 0, No, Bharat Thanvi, President, 48, 01/07/2013, 9.72, BE/Btech, Welspun, Permanent, 0, No, Cherian Thomas, President,

51, 02/12/2019, 17.23, BE (Mechanical)+ MBA, Frigoglass, Permanent, 0, No, Chintan Thaker, President, 44, 01/12/2013, 12.43, B.SC + MBA, Gujarat Infra Limited, Permanent, 0, No, Dipali Goenka, CEO & Joint Managing Director, 52, 07/08/2000, 125.67, B.A. (Psychology), N.A., Contractual, 0.07, Yes, Madhumita Mitra, Senior Vice President, 51, 30/12/2021, 11.81, MBA, AP Moller Maersk, Permanent, 0, No, Puesh Ajmani,

Senior Vice President, 43, 25/08/2020, 15.76, MBA + PGDM, Square Panda Inc., Permanent, 0, No, Rajesh Mandawewala, Managing Director, 60, 01/12/1985, 107.91, CA, NA, Contractual, 1,030, No, Rajendra Mehta, President, 52, 01/09/2021, 18.98, MBA, Synergy Capital, Permanent, 0, No, Ruchi Ahuja, Senior Vice President, 43, 28/12/2021, 2.95, BA, Nurture Agtech Private Limited, Permanent, 0, No, Sanjay Gupta, President, 53, 14/05/2021, 14.80, CA, CS, Vibgyor School Group, Permanent, 0, No, Shailesh Apte, Senior Vice President, 40, 13/09/2021, 6.64, M.Com, JSW Steel, Permanent, 0, No, Sanjeev Sancheti, President, 54, 02/07/2020, 4.11, CA, Srei Infra Finance, Permanent, 0, No, (resigned w.e.f. May 14, 2021) Sanjay Kanungo, President, 54, 23/01/2017, 17.60, BE (Mechanical), Trident, Permanent, 0, No.

* Not a member of the Board.

iii. Ms. Dipali Goenka, CEO & Joint Managing Director, who is receiving remuneration and commission from your Company, receives 37.50 million 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.

14. 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.welspunindia.com under the tab Investors -> Shareholders Information -> Annual Return FY 21-22.

15. Business Responsibility and Sustainability Report (BRSR)

SEBI vide Notification No. SEBI/HO/CFD/CMD- 2/P/CIR/2021/562 dated May 10, 2021 has replaced filing of Business Responsibility Report with Business Responsibility and Sustainability Report. SEBI has made it voluntary to the Companies for filing the BRSR for the financial year 2021-22. The Company is pleased to present its 1^st Business Responsibility and Sustainability Report (BRSR) for the FY 2021-22 which is a part of this Annual Report.

16. 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.

17. 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.welspunindia.com under the tab Investors -> Policies

The initiatives undertaken by your Company during FY 2021-22 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.

During the year under review, your Board of Directors modified the Companys CSR Policy by way of linking the Companys CSR programs 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.

18. 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, 2022, 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.

19. 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.

20. 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, Practicing Company Secretary 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.

21. 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.

22. 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.

23. 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, 2022, 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 2021-22;

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.

24. 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, the Internal Complaints Committee for each location of your Company informed that no cases of sexual harassments were reported during the year under review. Your Company has not made any provision of money for the purchase of, or subscription for, shares of your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required. 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. 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.

25. 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
	Balkrishan Goenka
July 27, 2022	Chairman
Mumbai	DIN 00270175