Welspun Investments & Commercials Ltd Directors Report

To,

The Members,

Welspun Investments and Commercials Limited ("Company")

Your directors have pleasure in presenting the 17^th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

1. Financial Results

(Rs. In lakhs)

Particulars	2024-25	2023-24
Total Income	526.03	412.68
Less: Expenditure	35.03	41.09
Profit Before Tax	491.00	371.59
Tax Expenses	(120.75)	(93.98)
Profit After Tax	370.25	277.61
Other Comprehensive Income Net of Tax	26,781.97	26,355.95
Total Comprehensive Income	27,152.22	26,633.56

2. Performance

Your Company is a Core Investment Company ("CIC") not requiring registration from Reserve Bank of India. During the year under review, the majority of the companys income was dividend income from the investments made in the group companies.

3. Reserves & Dividend

The Company has not transferred any amount to reserve. Taking stock of the current market situation and the potential opportunities of further investment, your directors do not recommend any dividend for the financial year ended March 31, 2025.

4. Internal Controls

The Board has laid down Internal Financial Controls to be followed by the Company which commensurate with the size, scale and complexity of its business and such internal financial controls are adequate and were operating effectively within the meaning of explanation of Section 134 (5) (e) of the Companies Act, 2013.

5. Deposits

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

6. Subsidiary / Joint Venture / Associate Company

There was no Subsidiary/ Joint Venture/ Associate Company as at the end of the year.

7. Auditors

i. Statutory Auditors

The tenure of 2 consecutive terms of M/s. P Y S & Co., LLP, Chartered Accountants (Firm Registration No. 012388S) (Formerly known as M/s. P Y S & Co.), who were appointed up to the conclusion of the 17^th Annual General Meeting will conclude at the ensuing Annual General Meeting. The Company proposes to appoint M/s. CNK & Associates LLP (Firm Registration No. 101961 W/W-100036) for a tenure of 5 years from the conclusion of the 17^th Annual General Meeting till the conclusion of 22^nd Annual General Meeting.

M/s. CNK & Associates LLP (Firm Registration No. 101961 W/W-100036) have given their consent to act as the Statutory Auditors of the Company for the said tenure. Members are requested to consider their appointment as the Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 139 of the Companies Act, 2013.

ii. Secretarial Auditors

As per the provisions of Listing Obligations and Disclosures Requirements, a peer reviewed secretarial auditor has to be appointed for a term of 5 year. In this regard, the Board of Directors has proposed appointment of M/s. SPZ & Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company for the financial year 202526 till financial year 2029-2030.

Their Report for the year 2024-25 forms part of this Directors Report.

iii. Internal Auditors

The Board of Directors have appointed M/s Sureka Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2024-25. M/s Sureka Associates, Chartered Accountants, have also been appointed as internal auditors for F.Y 2025-26.

8. Auditors Report

i. Statutory Audit Report

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

ii. Secretarial Audit Report

Secretarial Audit Report given by M/s SPZ & Associates, Company Secretaries is annexed with the report as Annexure I.

iii. Cost Audit Report

As the Company does not fall under Rule 3 of the Companies (Cost Records and Audit Rules, 2014), the maintenance of cost records as specified by Central Government under sub section (1) of section 148 of the Companies Act, 2013 and appointment of cost auditor is not applicable to the Company.

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

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

9. Share Capital & Listing

i. Issue of Equity Shares with differential rights

The Company has not issued shares with differential rights and hence, disclosures as required in Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required.

ii. Disclosures of Shares held in suspense account under Clause F of Schedule V to the SEBI (Listings Obligations and Disclosure Requirements) Regulations, 2014

Outstanding Balance 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		Transferred/ Credited during the year		Balance outstanding
No. of Shareholders	No. of Shares	No. of Shareholders	No. of Shares	No. of Shareholders	No. of Shares	No. of Shareholders	No. of Shares
1001	4510	1	3	1	3	1000	4507

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

iii. Listing with Stock Exchanges

The Companys equity shares are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

Annual listing fees for the year 2025-26 are paid to BSE and NSE.

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

Your Company does not carry any activity which is covered under Section 134(3) (m) of the Companies Act, 2013 and applicable rules and accordingly no data needs to be provided in this regard. Further, there were no earnings or outflow of foreign exchange during the year under review.

11. Directors and Key Managerial Personnel

i. Change in Directors and Key Managerial Personnel

a) Appointment of Mrs. Amita Karia (holding Director Identification Number: 07068393) as an Additional Director (Non-Executive, Independent), with effect from January 31, 2024 by the board of directors of the Company at their meeting held on January 31, 2024 upon the recommendation of the Nomination and Remuneration Committee. The members of the Company confirmed her appointment vide Postal Ballot, the results of which were declared on April 22, 2024;

b) Appointment of Mr. Sitaram Somani (holding Director Identification Number: 00005017) as an Additional Director (Non-Executive, Independent), with effect from January 31, 2024 by the board of directors of the Company at their meeting held on January 31, 2024 upon the recommendation of the Nomination and Remuneration Committee. The members of the Company confirmed his appointment vide Postal Ballot, the results of which were declared on April 22, 2024;

c) Appointment of Mr. Gajendra Nahar (holding Director Identification Number: 02842999) as an Additional Director (Whole-time), with effect from August 07, 2024 by the board of directors of the Company at their meeting held on August 07, 2024 upon the recommendation of the Nomination and Remuneration Committee. The members of the Company confirmed his appointment in their Annual General Meeting held on September 27, 2024;

d) Appointment of Mr. Devendra Patil (holding Director Identification Number: 00062784) as an Additional Director (Non-Executive, Non-Independent), with effect from August 07, 2024 by the board of directors of the Company at their meeting held on August 07, 2024 upon the recommendation of the Nomination and Remuneration Committee. The members of the company confirmed his appointment in their Annual General Meeting held on September 27, 2024;

e) Appointment of Mr. Hardik Dhebar (holding Director Identification Number: 00046112) as an Additional Director (Non-Executive, Non-Independent), with effect from August 07, 2024 by the board of directors of the Company at their meeting held on August 07, 2024 upon the recommendation of the Nomination and Remuneration Committee. The members of the Company confirmed his appointment in their Annual General Meeting held on September 27, 2024;

f) In accordance with the provisions of Section 152 of the Act and the Articles of Association of your Company, Mr. Hardik Dhebar (holding Director Identification Number : 00046112) 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 Independent Directors

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.

Further, in the opinion of the Board the independent directors, possess requisite skills, expertise, experience and integrity.

iii. Formal Annual Evaluation

As done last year, this year also, the Company followed the same evaluation process with specific focus on the performance vis-a-vis the plans, meeting challenging situations, performing leadership role within, and effective functioning of the Board etc. which was in line with the SEBI Guidance Note on Board Evaluation dated January 5, 2017. The evaluation process invited, through IT enabled platform, and graded responses to a structured questionnaire for each aspect of the evaluation viz. 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. For the financial year 2024-25, the annual performance evaluation was carried out which included evaluation of the Board, independent directors, non-independent directors, Chairman, Committees of the Board, quantity, quality and timeliness of information to the Board. The independent directors evaluated all non-independent directors, the Board, the Committees, the Chairman and the information to the Board. The Nomination and Remuneration Committee and the Board evaluated performance of the independent directors, the Board itself, the Chairman, the Committees of the Board, the information provided to the Board. All results were satisfactory.

iv. Familiarization Program for Directors

Your company offers a comprehensive induction and familiarization program for board members to help them thoroughly understand its operations. This program is designed to strengthen their ability to contribute meaningfully in their roles. Upon appointment, new directors interact and gain practical exposure to various key functioning areas.

Board members also receive regular updates covering key operational areas, strategic objectives, challenges, and are encouraged to provide guidance. The familiarization program provides insights into the industry landscape, the socio-economic context in which the company operates, the business model, and the companys operational and financial performance. This enables directors to make informed and timely decisions.

Additionally, the program keeps directors updated on their roles, responsibilities, rights, and duties as defined under applicable laws and regulations. The policy on the companys familiarization program for Independent Directors is available on the companys website at the link provided below: www.welspuninvestments.com under the tab Investors --> Policies

12. Number of Meetings of Board of Directors

The Companys Board consists of eminent persons with considerable professional expertise and experience thereby ensuring the best interest of stakeholders and the Company. As at March 31, 2025 the Board comprises of 6 Directors out of which 2 are Independent Directors.

The composition and category of directors and relevant details relating to them are given below:

Name of Directors	Category	Board Meetings attended during the year 2024-25	Attendance at the last AGM
Mr. Sitaram Somani	Non-Executive, Independent	2/4	Yes
Mr. L. T. Hotwani	Non-Executive	4/4	No
*Mr. Devendra Patil	Non-Executive, Non-Independent	3/4	No
*Mr. Gajendra Nahar	Whole-time Director, CEO & CFO	3/4	No
*Mr. Hardik Dhebar	Non-Executive, Non-Independent	3/4	No
Mrs. Amita Karia	Non-Executive, Non-Independent	4/4	No

*The directors were appointed on August 07, 2024 and were eligible to attend only 3 meetings during the FY 2024-25.

4 meetings of the Board of Directors were held during the financial year 2024-25 on the following dates: May 15, 2024, August 07, 2024, November 06, 2024 and January 29, 2025.

In addition to the above, a meeting of the Independent Directors was held on March 31, 2025 in compliance with the Section 149(8) read with Schedule V to the Companies Act, 2013. The said meeting was attended by Mrs. Amita Karia and Mr. Sitaram Somani.

It is confirmed that there is no relationship between the directors inter-se.

13. Committees of the Board of Directors

There are 3 committees of the Board of Directors viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship, Share Transfer and Investor Grievance Committee. The relevant information inter-alia including date of meetings, attendance of directors in the committee meetings held during the year is provided in the Corporate Governance Report which forms part of this Annual Report.

14. Corporate Governance

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance is annexed hereto as a part of this Report as Annexure II. A certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under the SEBI Listing Regulations is attached to this report as Annexure III. Management Discussion and Analysis is separately given in this Report as Annexure IV.

15. 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 2024-25 is as given below:

Name and Designation	Remuneration (Rs. in Lakhs)	The percentage increase in remuneration	The ratio of the remuneration to the median remuneration of the employees (No. of times)
Mr. Gajendra Nahar Chief Financial Officer	1.80	NA	0.37
Amol Nandedkar Company Secretary	8.00	567%	1.63

(a) The percentage increase in the median remuneration of employees in FY 2024-25 was 226.67%.

(b) Your Company had 02 permanent employees on its payroll as on March 31, 2025.

(c) Average percentage increase in the salaries of employees other than the managerial personnel in FY 202425 was NIL%.

We affirm that the remuneration is as per the Nomination and Remuneration Policy of 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 (Rs. Lakhs per annum), Qualification, Previous Company, Nature of Employment, % of Equity Shares held in the Company, Relative of any Director/ Manager of the Company

Gajendra Nahar, CEO w.e.f. 01/08/2014 and CFO w.e.f. 06/11/2014, 55, 1.80, CA, Winmark Enterprises Limited, Permanent, NIL Equity Shares (0.00%), No; Amol Nandedkar, Company Secretary, 42, 01/02/2016, 1.20, Company Secretary, Self-employed, Permanent, NIL Equity Shares (0.00%), No;

16. Establishment of vigil mechanism for directors and employees

The Company has a Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Audit Committee and no personnel have been denied access to the Audit Committee.

17. Particulars of contracts or arrangements with related parties

A related party transaction that was entered into during the year under report was on an arms length basis and was in the ordinary course of business, to serve mutual needs and mutual interest. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The requirement of Form AOC-2 is not applicable to the Company. The details of the related party transactions as required under IND-AS 24 are set out in Note 19(ii) to the financial statements forming part of this Report.

18. Loans, Guarantees and Investments

During the Financial Year under review, your Company has not given any loans, guarantees, security or made any investments requiring members approvals under section 186 of the Companies Act, 2013.

19. Managerial Remuneration

The remuneration or perquisite paid to the Managerial Remuneration was within the limits prescribed under the Act. No service contract was entered into with, any managerial person. The sitting fees paid to the independent directors for attending meetings of Board / Committees of the Board for the Financial Year ended March 31,2025 are as under:

Sr. No. Name of the director	Sitting Fees in (Rs.)
1. Mr. Sitaram Somani	1,33,000/-
2. Mrs. Amita Karia	67,000/-

20. Shareholding of the Directors of the Company as on March 31, 2025

As on March 31,2025, the following directors held shares in the Company.

Mr. Sitaram Somani - 7 Equity Shares Mr. Devendra Patil - 2 Equity Shares

21. Management Discussion and Analysis

A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report.

22. Risk management policy

The Company has risk management policy for identification and mitigation of risks to the business of the Company. Considering the current exposure of the Company, there is no such risk which could threaten the existence of the Company.

For the key business risks identified by the Company please refer to the Management Discussion and Analysis annexed to this Annual Report.

23. Directors Responsibility Statement

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

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

b. the directors had 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 of the Company for that period;

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

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

e. being a listed company, the directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. Human Capital

As an organization, we respect the rights of our people, promote open and free flow of ideas without any form of harassment or discrimination and have implemented robust policies to ensure that these are adhered to across all our operations. We are resolute regarding support to human rights and complying with all the relevant laws. Our Code of Conduct, Prevention of Sexual Harassment (PoSH) Policy and other HR practices covers aspects of human rights for operations.

As a result of our commitment to upholding high standards of protection of human rights, there were no complaints in F. Y 2024-25.

25. Miscellaneous

(i) During the year under report, there was no change in the general nature of business of the Company.

(ii) No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year under report and the date of this report.

(iii) No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

(iv) The Company has not made any provision of money for the purchase of, or subscription for, shares in 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.

(v) During the year under review, the Company has generally complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

(vi) During the year under review, there has been no one-time settlements with Banks and Financial Institutions.

(vii) There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Tribunal or other Courts as at the end of the Financial Year ended March 31, 2024.

(viii) The provisions of Maternity Benefit Act, 1961 was not applicable to the company for the year under review. Hence, the compliance under the said act was not required.

26. Acknowledgements

Your Directors wish to acknowledge the co-operation and support extended by the group companies, Central Government, State Governments, bankers, customers, and the shareholders. It will always be the Companys endeavour to build and nurture strong relationship for mutual benefit.

For and on behalf of the board of directors of

WELSPUN INVESTMENTS AND COMMERCIALS LIMITED

	L. T. HOTWANI	GAJENDRA NAHAR
Date : September 2, 2025	DIRECTOR	WTD, CEO & CFO
Place : Mumbai	DIN:00007125	DIN:02842999