Welspun Enterprises Ltd

To, The Members,

Your Directors have pleasure in presenting the 30^th Annual Report of the Company along with the Audited Financial Statements for the financial year (“FY”) ended March 31, 2024.

(Rs. in Crore)

The financial statements have been prepared in accordance with the applicable Indian Accounting Standards. Your CompanyRs.s efficient execution of projects resulted in a 31% growth in standalone EBITDA for the FY 2023-24 as compared to FY 2022-23. Your Company has achieved its highest standalone and consolidated EBITDA with Rs.438.92 Crore and Rs.616.47 Crore respectively. The FY 2023-24 was marked by a 4% growth in revenue from operations and a 58% increase in EBITDA on a consolidated basis. This consolidated performance is an outcome of strategic diversification, with successful acquisition and integration of Welspun Michigan Engineers Limited (formerly known as Michigan Engineers Private Limited) and efficient deployment of capital that followed from your CompanyRs.s asset sale in FY 2022-23. Our commitment to creating value for our shareholders remains unwavering.

(Rs. in Crore)

• Secured PCOD-III from NHAI for the Mukarba Chowk Panipat Road Project (MCPRP), a BOT model project in Delhi and Haryana.

• Secured a landmark project worth 4,925 Crore (including GST) for the development of a new 2,000 MLD Water Treatment Plant at Bhandup Complex from Brihanmumbai

Municipal Corporation.

• Your Company was bestowed with 2 national accolades at the 15th CIDC Vishwakarma Awards, Construction HSE Award for EPC work at Varanasi Aurangabad Road Project and Artisans and Supervision Award for UP JJM Mission.

• Five of the completed road projects were highlighted in the NHAIRs.s e-Coffee Table Book 75 Milestones.

In alignment with the governmentRs.s plan for significant investments and a strong growth trajectory in the road and highway sector, along with substantial allocations under the National

Infrastructure Pipeline (NIP), your Company has continued to demonstrate sustainable development and high-quality engineering in the transportation vertical. A few details about this are provided below:

• Inauguration by HonRs.ble PM: The Uttar Pradesh Section of the Varanasi-Aurangabad Road Project was inaugurated by HonRs.ble Prime Minister Shri Narendra Modi on February 23, 2024, highlighting our contribution to national infrastructure development. The EPC work of Varanasi Aurangabad NH-2 is progressing well and the Company is on track to complete the project as per agreed schedule.

• Featured Projects in NHAI e-Coffee Table Book: Five of your CompanyRs.s completed projects: Delhi Meerut Expressway - IndiaRs.s First 14 Lane Expressway, Chikkhali-Tarsod Highway on NH-53, Four Laning of Roorkee-Chhutmalpur- Gagalheri Section of NH 73 and Chhutmalpur-Ganeshpur Section of NH-72A, Gagalheri-Saharanpur-Yamunanagar Section of NH-73, and Eight Laning of a Section of NH-44 (Old NH-1) from Mukarba Chowk to Panipat, were highlighted in the NHAIRs.s e-Coffee Table Book 75 Milestones of

Highway Development, unveiled on NHAI Annual Day, celebrating excellence in infrastructure development.

• Award-Winning Highway Project: Your

CompanyRs.s Chikhli-Tarsod Highway Project earned the prestigious ASSOCHAM Rs.Unique Highway Project of the YearRs. award, presented by HonRs.ble Minister Shri Nitin Gadkari, underscoring our innovative approach to highway construction.

• G20 Summit VIP Route Recognition: The

Mukarba Chowk-Panipat road was selected by the Government of Delhi for the VIP movement of G20 Summit delegates. Our teamRs.s dedication to the roadRs.s beautification and maintenance was praised by the Officials.

• Provisional Commercial Operation Date (PCOD-III): On February 04, 2024, NHAI issued Provisional Commercial Operation Date

(PCOD-III) for the Mukarba Chowk Panipat Road Project (MCPRP), a BOT model project in Delhi and Haryana. Your Company has commenced toll collection for the extended road length, marking a significant milestone.

• Progress on major projects: Construction of one of the widest extradosed bridge on Ganga River from Aunta-Simaria section of NH-31 in

Bihar has gathered pace in execution and we anticipate this to continue as we target the completion. The bridge work is completed by more than 90%. The balance works are primarily road and approach which we target to complete in FY25. Your CompanyRs.s HAM road project of Sattanathapuram Nagapattinam is progressing at a pace slower than the

CompanyRs.s plan. Your Company has interacted with clients on both non availability of pond ash and earth materials and delays in approval of mines for Earth extraction. Your Company remain confident to deliver the project on targeted timelines.

• Strengthing Transportation Vertical: Your

Company has undertaken several initiatives to strengthen its transportation vertical business, including implementing advanced design software, strengthen the supply chain management team, and supporting contractorRs.s cash flow. Your Company has also introduced WEL Darpan V2.0 for interactive project data visualization, launched Project Hawk for live drone monitoring with AI tracking.

• Robust Bid Pipeline: As of April 2024, NHAIRs.s bid pipeline is robust, standing at Rs. 108,000

Crore with project distribution being diverse across HAM (42%), BOT (25%), and EPC (33%). NHAIRs.s pipeline includes various tenders under Bharatmala, NH (O), and NHDP.

Your Company will be focusing on the upcoming road projects on selective opportunities from

NHAIRs.s bid pipeline, including BOT Toll, EPC and HAM projects, along with state government projects and tunnelling in the transportation sector. To explore the adjacency, your Company bidded for metro project however the same was not awarded.

In alignment with government initiatives, for developing water supply systems, sewage treatment plants, and sanitation facilities in India, particularly in urban areas, such as Atal Mission for Rejuvenation and Urban Transformation (AMRUT), Smart Cities Mission, Jal Jeevan Mission, and Swachh Bharat Mission which focuses on enhancing water infrastructure, your Company has continued to demonstrate sustainable development and high-quality engineering in the water vertical. A few details about this are provided below:

• Pioneering Water Projects: On February 29, 2024, your Company secured a landmark project worth 4,925 Crore (including GST) for the development of a new 2,000 MLD

Water Treatment Plant at Bhandup Complex from Brihanmumbai Municipal Corporation. This is the largest drinking water treatment plant in India and Asia, leveraging advanced technology in partnership with Veolia, France.

• Prestigious Award Recognition: Your Company received the EPC World award for “Outstanding Contribution in Urban Infrastructure (Water Project)” for our Dewas Industrial Area Water Supply Project, presented by HonRs.ble Union Minister, Shri Nitin Gadkari.

• Waste Water Treatment: Earlier in FY 2022-23, your Company bagged a contract from

Brihanmumbai Municipal Corporation amounting to 4,885 Cr (including GST) for the design, build, operation, and maintenance of a 418 MLD Waste Water Treatment Facility and a 209 MLD Tertiary Treatment Plant at Dharavi, Mumbai. Leveraging advanced multi-tier construction technology with a strong emphasis on sustainability, this project will boast a record-low footprint for its treatment capacity.

The construction is progressing rapidly to ensure timely completion, once the plant is operational, it will supply 209 MLD of tertiary treated waste water for industrial, construction, and gardening purposes, significantly reducing stress on fresh water resources.

• Rural Water Supply Initiatives: Your Company is executing water supply schemes for over

2,500 villages across 5 districts of Uttar Pradesh viz. Sant Ravidas Nagar, Jaunpur, Ambedkar Nagar, Ayodhya, and Bulandshahr, amounting to 4,263 Crore (including GST) under the Jal Jeevan Mission. Majority work for the same is scheduled for completion by

FY 2025, and shall benefit approximately 4 million rural residents, aligning with Welspun WorldRs.s vision of “Har Ghar se Har Dil Tak Welspun”.

• Strengthing Water Vertical: Your Company has undertaken several initiatives to strengthen its water vertical business, including implementing advanced technologies, such as a digital dashboard, Power BI, and 5D BIM, to enhance project monitoring, supply chain performance, and real-time tracking.

These efforts aim to strengthen project management capabilities and effectively execute complex and technology-driven water infrastructure projects.

• Robust Bid Pipeline: Government of India and various State Governments have introduced policies promoting reuse of treated waste water for industrial and allied purposes to alleviate the stress on fresh water giving rise to implementation of tertiary level waste water treatment facilities on advance technologies.

Given these developments, your Company envisions consistent and sustainable growth opportunities within the water vertical across its facets and will actively explore large scale projects. Your Company remains committed to pursuing projects that stands out in terms of scale, complexity and technological innovation. Strategically focused on these opportunities, your Company anticipates that projects exceeding 90,000 Crore will enter the bidding stage in FY25.

• Investments in Oil & Gas blocks through Adani Welspun Exploration Ltd (AWEL), a 65:35 JV between Adani Group & your Company.

• Currently 3 assets 2 in Mumbai Offshore and 1 in Kutch Offshore.

• AWEL has submitted EDP to the regulator for Block MB-OSN-2005/2 i.e. Mumbai

Block, subject to the approval of EDP by the Government. Our endeavour is to commence gas production by FY 2026-27.

AWEL has awarded the contract for well Design & Engineering and also finalized

FEED Consultant. In line with your CompanyRs.s prudent approach, we will commit future capital only upon clear visibility of commercial viability.

Explore opportunities within state-level infrastructure projects. Beyond traditional roadworks, your Company is also targeting potential ventures in the broader transportation sector, particularly in tunnelling projects spanning Metros, Highways, and other critical areas within the transportation sector.

Water infrastructure is a dynamic and ever evolving sector with newer technologies being developed across its segments. With increasing population, the impact of climate change, depletion of surface water sources, and the imperative need for water conservation and treatment, there is a constant drive to develop new technologies for greater sustainability in this field. As a result, there are ongoing opportunities in every facet of water infrastructure, including Water Resource Management (comprising Dams, Barrages, Canals, Tunnels, Lift Irrigation, and Micro Irrigation), Water Supply Schemes (encompassing Treatment, Transmission, Reservoirs, Distribution, and 24/7 management), and Waste Water

Management (including waste water collection, Treatment, Disposal, Recycling, and Reuse). The primary focus of your

Company is to explore opportunities under: i) Lift and Micro Irrigation projects. ii) Water Transmission and Treatment projects. iii) Waste water treatment projects, including the recycling and reuse of treated water.

Following is the snapshot of the dividend track record of your Company for previous financial years is given below:

In respect of dividend declared during the previous years, 0.88 Crore remained unclaimed as on March 31, 2024.

The Board has appointed Ms. Nidhi Tanna, Company

Secretary as the Nodal Officer for the purpose of co-ordination with Investor Education and Protection

Fund Authority. Details of the Nodal Officer are available on the website of the Company at www.welspunenterprises.com In accordance with the Distribution Policy - Return to the Shareholders of the Company, the Board endeavours to achieve distribution of an amount of profit subject to maximum of 25% of Profit after Tax for a financial year, on consolidated basis or standalone basis, whichever is higher. For the FY 2023-24, the

Board of Directors has recommended a final dividend of 3/- per equity share of the face value of 10/- each at the rate of 30% on the equity shares, subject to shareholdersRs. approval, amounting to 41.52 Crore, which represents 11.90% of profit after tax from continuing operations on a consolidated basis.

The final dividend shall be paid within a period of

30 (Thirty) days from the date of the 30^th Annual General Meeting (“AGM”), subject to the approval of the shareholders. In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. Your Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source. In terms of the provisions of Regulation 43A of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the SEBI Listing Regulations”), the Company has formulated a Dividend Distribution Policy. The policy is available on the CompanyRs.s website at https://www.welspunenterprises.com/admin/uploads/ investerdata/policies/policies_1690355922.pdf

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

Consolidated cash and cash equivalent as on March 31, 2024, stood at 252.30 Crore vis-?-vis 327.40 Crore in the previous year. The CompanyRs.s working capital management is robust and involves a well organised process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

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

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

Senior Management and the Audit Committee of the

Board.

Regular internal audits are a cornerstone of our control system. These audits help identify and rectify any design deficiencies or operational inefficiencies, with improvement measures promptly recommended.

The Audit Committee of the Board reviews the adequacy of these controls quarterly and/or regularly, assessing specific processes to enhance systems and outcomes.

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

Our internal audits are conducted by an independent external audit firm composed of qualified accountants and industry experts. Based on their reports, we take corrective actions as needed. Significant audit observations, if any, and the corresponding corrective actions are presented to the Audit Committee of the

Board, ensuring continuous improvement and vigilance in our internal control systems. During the year under review, no material observation has been made by the

Internal Auditor or Statutory Auditors of the Company in relation to the efficiency and effectiveness of such controls.

Your Company has also implemented SAP-GRC, a cutting-edge access controls module to enhance our ability to monitor user access risks, streamline processes, and reduce costs, while safeguarding the CompanyRs.s reputation and financial health.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries in Form AOC-1 is attached herewith as Annexure 1. The shareholders may also note that during the financial year under review: a) Your Company had acquired 50.10% equity shares of Welspun Michigan Engineers Limited (“WMEL”) (formerly known as Michigan Engineers Private Limited) on August 21, 2023, WMEL become a subsidiary of your Company w.e.f. August 21, 2023.

WMEL is positioned as a prominent EPC company in India with specialisation in niche business of Tunnelling and Pipeline Rehabilitation in the water & waste water segment with diversified projects in Mumbai, Delhi, Kolkata, Gujarat and Odisha. It has executed variety of urban specialty infrastructure projects including Marine, Bridges,

Sewage and Drainage involving mechanized tunnelling solutions, pumping stations, lake taps etc. Its current order book consists of Tunneling (62%), Pumping Station (13%), Rehabilitation (13%), Bridge (10%) and Marine works (2%). b) After evaluating your CompanyRs.s strategy for participating in the Sustainable Energy Solutions and the associated business model, it was analysed that pursuing this sector as a developer would be capital intensive in nature and involve a longer gestation period as compared to its core business. Consequently, your Board at its meeting held on November 27, 2023, decided that your

Company shall not pursue the Sustainable Energy Solutions/New Energy business and approved to transfer its entire shareholding in Welspun New Energy Limited (“WNEL”), a wholly-subsidiary, to the Promoter Group entities w.e.f. November 27, 2023. c) Mounting Renewable Power Limited became indirect subsidiary of your Company, through WNEL, w.e.f. September 02, 2023, and ceased to be indirect subsidiary pursuant to the transfer of itsRs. entire shareholding held in WNEL w.e.f. November 27, 2023. d) Voluntary Liquidation of Welspun Natural Resources

Private Limited (wholly owned subsidiary of the

Company), as per the provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016, was approved by the National Company Law Tribunal (“NCLT”), Ahmedabad Bench, Gujarat, vide itsRs. Order dated February 12, 2024. e) The Board of Directors of your Company had at itsRs. meeting held on April 21, 2023, approved the Scheme of Amalgamation of wholly owned subsidiaries, viz. Welspun-Kaveri Infraprojects Private Limited, Welspun Infraconstruct Private Limited, Corbello Trading Private Limited and RGY Roads Private Limited (collectively referred as “Transferor Companies”) with Welspun Enterprises Limited (“Transferee Company”). The Scheme was filed with NCLT, Ahmedabad Bench, Gujarat, on June 21, 2023. The certified copy of the order was received by your Company on February 12, 2024, with Scheme becoming effective from February 14, 2024.

Financial statements of the subsidiaries/joint venture companies are hosted on the website of the Company athttps://www.welspunenterprises. com/annual-report.php The policy on Material Subsidiary as approved by the Board is uploaded on the website of the Company at https://www.welspunenterprises. com/admin/uploads/investerdata/policies/ policies_1690356313.pdf

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

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

The Company shall provide, free of cost, a copy of the

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

The Members had at the 26th AGM of the Company held on June 30, 2020, approved the re-appointment of MGB & Co. LLP, Chartered Accountants (Firm Registration Number: 101169W/ W-100035) as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years to hold office from conclusion of the 26th AGM until the conclusion of 31st AGM.

The Board of Directors at their meeting held on

May 21, 2024, basis the recommendation of the Audit Committee approved payment of 0.51

Crore (excluding applicable taxes and out-of-pocket expenses) as a remuneration to MGB & Co. LLP, Chartered Accountants, Statutory Auditors, for the period commencing from the conclusion of the 30th AGM until the conclusion of 31st AGM, subject to the approval of the shareholders at the ensuing AGM of the Company.

MGB & Co. LLP seamlessly blends modern agility with time-tested business values. They have a dynamic team averaging which is guided by a

Senior Management with over 500 years of combined experience and operate from six key locations across India as well as an office in Dubai, supporting 400+ team members. Over the past 45+ years, they have built strong relationships with 1200+ public and private entities globally. They offer diverse services including Assurance, Governance & Risk Management, Legal & Secretarial Compliance, Direct Taxation, Indirect Taxation, Customs & EXIM Services, Corporate Finance, Asset Management, IT Risk & Cyber Security, Business Support Services, Insolvency & Business Restructuring Support, Valuations, CSR & Sustainability, reflect their commitment to staying at the forefront of industry needs.

The AuditorRs.s Report on the financial statements of the Company for the FY ended March 31, 2024, forms part of this Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. AuditorRs.s Report is self-explanatory and therefore, does not require further comments and explanation. During the year under review, the Auditors have not reported any fraud under

Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable. The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process. Further, MGB & Co. LLP hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Total fees for all services paid by the Company and its subsidiary/joint venture/associate companies, on a consolidated basis, to the Auditors and all entities in the network firm/network entity of which the auditor is a part during the FY 2023-24 is 0.70 Crore. b) Internal Auditors

Pursuant to Section 138(1) of the Companies Act, 2013, (the “Act”) read with the Companies

(Accounts) Rules, 2014, your Company is required to appoint an internal auditor to conduct internal audit of the functions and activities of your Company.

Your Board of Directors based on the recommendation of the Audit Committee, had approved the appointment of Suresh Surana &

Associates, LLP, Chartered Accountants (LLP Identity No. AAB-7509) to conduct the internal audit of your Company for the FY 2023-24.

Pursuant to the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors approved appointment of Suresh Surana &

Associates, LLP, Chartered Accountants (LLP Identity No. AAB-7509) as the internal auditor for the FY 2024-25 at a remuneration of 0.19

Crore (excluding applicable taxes and out-of-pocket expenses).

Suresh Surana & Associates LLP, an Indian member of RSM International since 1996, is among IndiaRs.s top 6 audit, tax, and consulting firms, with over 3,000 personnel and offices in 12 cities. Offering services in Internal Audits, Risk Advisory, Corporate Tax, IT Systems Assurance, and Operations Consulting, the firm is backed by a multidisciplinary team of 550+ CAs and 350+ Engineers/MBAs. RSM India promotes a strong learning culture, follows ISO-certified processes, and undergoes regular global inspections and peer reviews. It is also empaneled with key regulators like CAG, Cert-In, and PCAOB.

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

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

Your Board based on the recommendation of the

Audit Committee, approved the appointment of M/s. Kiran J. Mehta & Co., Cost Accountants (Firm Registration No. 000025), as the Cost Auditors of the Company to conduct audit of the cost records of your Company for the FY 2023-24.

The Company has received a certificate from

M/s. Kiran J. Mehta & Co., confirming their consent and that they are not disqualified from being appointed as the Cost Auditors of the Company.

Your Board based on the recommendation of the

Audit Committee, approved the appointment of M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors for the FY 2024-25. A remuneration of 0.03 Crore (excluding applicable taxes and out-of-pocket expenses), has been fixed for the Cost Auditors for the FY

2024-25, subject to the ratification of such fees by the Members at the ensuing AGM.

M/s. Kiran J Mehta & Co., a partnership firm of Cost Accountants, is functioning for last three decades. It started in the year 1977 as a proprietorship concern by Mr. Kiran J Mehta. Mr. Mehta was awarded Certificate of Merit in the intermediate as well as the final examinations of

ICWAI at the national level. The firm has its head office at Ahmedabad and a Branch at Vadodara.

M/s. Kiran J. Mehta & Co., have confirmed that the cost records for the FY ended March 31, 2024, are free from any disqualifications as specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act.

They have further confirmed their independent status.

The Cost Audit Report for the FY 2022-23, was e-filed with Ministry of Corporate Affairs, Government of India on August 28, 2023 and for the FY 2023-24 was e-filed on August 27, 2024.

The Board had appointed M/s. Mihen Halani & Associates, Company Secretaries as Secretarial

Auditors of the Company to conduct audit of the secretarial records of the Company for the FY

2023-24. The Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure 2 to this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors approved appointed M/s. Mihen Halani & Associates, Company Secretaries as the

Secretarial Auditors of the Company for the

FY 2024-25 at a remuneration of 0.02 Crore (excluding applicable taxes and out-of-pocket expenses).

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI

Circulars, the Company has undertaken an audit for the FY 2023-24 for all applicable compliances as per SEBI Listing Regulations and circulars/ guidelines issued thereunder.

During the year under review, neither the Statutory Auditors, the Internal Auditors, the

Cost Auditors nor the Secretarial Auditor have reported to the Audit Committee or the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.

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

Your Company has neither issued any shares with differential rights as to dividends, voting or otherwise nor issued any sweat equity shares during the year under review.

Your Company does not have any equity shares with differential rights and hence no disclosures is required to be given under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

During the year under review, your Company has not issued any sweat equity share and hence no disclosures is required to be given under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

The particulars required to be disclosed pursuant to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, are given below for the FY 2023-24.

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

*1,50,000 under the WEL ESOP Scheme 2017 were vested on July 28, 2022, exercised on March 31, 2023 and were allotted on April 17, 2023. As on date there are no remaining options pending to be granted or vested or exercised under this Scheme. Hence, this Scheme stands closed.

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

M/s. Mihen Halani & Associates, Company Secretaries, Secretarial Auditors of the Company have issued a certificate with respect to the implementation of WEL ESOP Scheme-2017, WEL ESOP Scheme-2022, WEL

ESOP Scheme Trust 2022, (hereinafter collectively referred to as “Welspun ESOP Schemes”) and a copy of the same shall be available for inspection at the registered office of the Company. The members can also obtain the same by writing to us at Companysecretary_wel@Welspun.com and pls underline the same.

Your Company has not made any provision of money for the purchase of, or subscription for, shares in the Company, to be held by or for the benefit of the employees of the Company and hence the disclosure as required under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, is not required.

During the year under review, your Company has not issued/allotted any debentures. However, in the year 2021, your Company had raised and listed 375 Crore Non-Convertible Debentures (“NCDs”) on the stock exchange, of which 100 Crore NCDs was redeemed on December 01, 2022. The balance 175 Crore NCDs was redeemed on May 27, 2023 and remaining 100 Crore NCDs was redeemed on June 1, 2023. Consequently, as of March 31, 2024, there are no listed NCDs outstanding on the stock exchange. It may be noted that your

Company had made timely interest/principal payments on the aforementioned NCDs and fulfilled the necessary disclosure requirements with the stock exchanges.

Your CompanyRs.s equity shares are listed on the BSE Limited (“BSE”) and the National Stock Exchange of India

Limited (“NSE”) (hereinafter collectively referred to as “Stock Exchanges”).

The details of unclaimed shares account as required to be disclosed pursuant to Point F to Schedule V of the SEBI

Listing Regulations are as under:

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

SEBI with effect from April 1, 2019, has barred physical transfer of shares of listed companies and mandated transfers only in demat mode. SEBI in continuation of its efforts to enhance ease of dealing in securities market by investors has mandated the listed entities to issue securities for the following investor service requests only in dematerialised form: issue of duplicate securities certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/ splitting of securities certificate, consolidation of securities certificates/folios, transmission, and transposition.

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

Transactions involving issue of share certificates, namely, issuance of duplicate share certificates, split, re-materialisation, consolidation, and renewal of share certificates, etc. are approved by the Share Transfer, Investor Grievance and StakeholdersRs.

Relationship Committee of the Board of Directors of the Company. After due verification, the requests for dematerialisation of shares are processed by RTA and confirmation thereof is given to the respective

Depositories i.e., National Securities Depository

Limited (“NSDL”) and Central Depository Services Limited (“CDSL”) within the prescribed time limit.

The Company on a yearly basis files with the Stock Exchanges:

a) compliance certificate duly signed by both, the

Compliance Officer of the Company and the authorised representative of the RTA certifying that all activities in relation to share transfer facility is maintained by Link Intime India Private Limited, a SEBI approved Category-I, RTA registered with SEBI vide Registration No.: INR000004058.

b) a certificate of compliance from a Company Secretary in practice confirming issue of Letter of Confirmation within a period of 30 days of lodgement of investor service requests as prescribed in Regulation 40(9) of the SEBI Listing Regulations read with the SEBI Notification No. SEBI/LAD-NRO/GN/2022/66 dated January 24, 2022, and SEBI Master Circular No. SEBI/HO/ MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023, (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force).

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

The Company has received credit rating from CRISIL Ratings Limited (“CRISIL”). They have reviewed and re-affirmed the following ratings:

The ratings reflects your CompanyRs.s diversified business risk profile, established brand, strong market position in the infrastructure sector, with growth prospects remaining robust due to its focus on project excellence, timely execution, asset light model and delivering value through quality infrastructure.

During the year under review, the Company has neither accepted nor renewed deposits from the public falling within the ambit of Section 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

The requisite return for the FY 2023-24 with respect to amount(s) not considered as deposits has been filed. The Company does not have any unclaimed deposits as on the date of this report.

In accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as of March 31, 2024, in e-Form MGT-7, is available on the CompanyRs.s website at https:// www.welspunenterprises.com/company-disclosure. php

The Annual Return will be submitted to the Registrar of Companies within the timelines prescribed under the Act.

Your Company is continuously engaged in the process of energy conservation through ongoing improvements in operational and maintenance practice. Given below are some of the initiatives undertaken by your Company that highlights our continuous effort to enhance energy efficiency in FY 2023-24.

• Enhancing Data Accessibility and Sustainability Initiatives: During the

FY 2023-24, energy conservation projects were launched, emphasizing sustainability and efficiency to showcase the CompanyRs.s commitment to informed energy decisions, proactive environmental stewardship, cost reduction, and data availability from project sites was also bolstered for operational growth.

• Comprehensive Operational Monitoring and Streamlined Communication: 10 key data indicators are monitored from 42 points across sites and offices, ensuring detailed operational insights. With 32 single points of contact maintained throughout the year, communication processes are streamlined. This structured approach highlights your

CompanyRs.s commitment to operational excellence, enabling proactive responses and optimized performance.

• Developing the WEL Data HUB for Enhanced ESG Reporting: The ESG team

in collaboration with the IT department, is developing the WEL Data HUB - a platform dedicated to ESG documentation. This project includes creating an internal dashboard and data capturing tool to improve transparency, accuracy, and efficiency in ESG reporting.

• Expanding Sustainability Focus to Scope 3 Emissions: During FY 2023-24, sustainability initiatives were expanded by including Scope 3 emissions measurement alongside Scope 1 and 2 as a commitment to the environmental responsibility and to align with global efforts to reduce carbon footprints.

• Prioritizing Energy Efficiency: During the FY 2023-24, to support sustainability objectives thereby reducing environmental impact and operational costs while ensuring optimal performance, your Company implemented several measures such as:

(i) procuring energy efficiency air conditioning units with BEE 3 Star and 5 Star ratings;

(ii) using LED lights at site offices where feasible;

(iii) wherever possible conducting audio-video meetings in place of physical meetings; and

(iv) replacing plastic bottles with glass bottles.

• Exploring Carbon Sequestration in Waste Water Treatment: The Dharavi Waste Water Treatment Facility project includes a thorough assessment for carbon sequestration opportunities. A feasibility report guides the CompanyRs.s strategic decision to pursue carbon credits, aligning with its sustainability goals and enhancing environmental and financial outcomes.

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

Your Company continues to drive innovation within the infrastructure sector by developing cutting-edge in-house tools. By strategically absorbing advanced technologies, your Company enhances its capabilities in project execution and sustainability. Given below are some examples of successful in-house software development and execution, along with efforts in global collaboration with technology partners:

• Project “WEL-Darpan” and “JAL Darpan”: Our digital initiatives include the analytics platform projects “WEL-Darpan” and “JAL Darpan”. These platforms provide role-based views, enabling stakeholders to access unified information, reducing gaps, and facilitating timely decision-making.

• Nirmal Dhara Project: This project is an end-to-end monitoring tool specifically designed for our Sewage Treatment Plant

(STP) projects.

• Centralized Document Management System: We have implemented a centralized Document Management

System, offering a secure repository for company-wide document storage and maintenance.

• Data Hub: Our centralized data acquisition system with Data Hub to aggregate data from various project sites, enhancing data management and accessibility.

• EMSP - Online Project Schedule Monitoring: The EMSP tool is used for online project schedule monitoring, ensuring efficient tracking of project timelines.

• MDM Tool: This tool ensures error-free management of master data, maintaining data integrity and accuracy.

• STHITI Application: We introduced the

STHITI application, leveraging Welspun IP, to streamline employee attendance marking. This tool allows employees to mark their attendance directly at their actual workplace area.

• SAP Implementation: SAP serves as our core application for real-time management and monitoring of sourcing, finance, and accounts.

• SAP-GRC Implementation: The SAP

GRC module has been implemented to monitor user access risks, reduce process complexity, and cut costs, thereby protecting our organizationRs.s reputation and financial well-being.

• AI/ML-Based MS Copilot Tool: We are currently developing an AI/ML-based MS Copilot tool to enhance our day-today operations, leveraging advanced technologies for improved efficiency.

b) In case of imported technology (imported during the last three years reckoned from the beginning of the FY): Not Applicable c) Expenditure incurred on Research and Development: Nil

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: During the FY 2023-24, there were no foreign exchange earnings and outgo.

The CSR initiatives of your Company is enshrined in the three ERs.s which have become guiding principles of the CSR initiatives: Education, Empowerment (of Women) and Environment & Health. During the FY

2023-24, your Company has spent 3.50 Crore towards CSR expenditure, as outlined in Schedule VII of the Act and according to the CSR Annual Action Plan approved by the CSR Committee and the Board of Directors, from time to time. This expenditure was managed through Welspun Foundation for Health and Knowledge (“WFHK”). Additionally, WFHK also utilized 1.28 Crore from the unspent amount carried over from the FY 2021-22.

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

Company.

The annual report on the CSR activities undertaken during the FY ended March 31, 2024, in accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014

(“CSR Rules”) as set out in Annexure 3 to this Report. During the year, no revision was made to the CSR Policy of the Company.

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

Your CompanyRs.s has a Code of Conduct for Regulating,

Monitoring and Reporting of Trading by Insiders (“PIT Policy”) for designated persons, connected persons and the insiders as defined under the SEBI

(Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”). The PIT Policy ensures appropriate measures to prevent unfair practices . The Audit

Committee reviews the Institutional Mechanism for the prevention of insider trading. Additionally, periodic training sessions are organized for creating awareness amongst the insiders about the PIT Policy and PIT

Regulations.

The PIT Policy is hosted on the website of the Company at https://www.welspunenterprises.com/admin/ uploads/investerdata/policies/policies_1710239102. pdf

Your Company actively strives to adopt best practices to ensure the effective functioning of the Board.

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

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

Since the last report, the following changes took place in the composition of the Board of Directors and KMP:

• Appointment of Mr. Lalit Jain as Chief Financial Officer

Mr. Lalit Jain was appointed as the Interim Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. February 01, 2023. He was re-designated as Chief Financial Officer of the Company w.e.f. May 19, 2023.

• Re-appointment of Dr. Aruna Sharma as a Non-Executive Independent Director

The Board of Directors basis the recommendation of the Nomination and Remuneration Committee (“N&RC”) of the

Board and considering the positive outcome of performance evaluation and significant contributions made by Dr. Aruna Sharma (DIN: 06515361) during her initial term as an Independent Director, re-appointed her for a second consecutive term of 5 (five) consecutive years from January 29, 2024, upto January 28, 2029, who shall not be liable to retire by rotation. The said re-appointment was subsequently approved by the Members at the 29th AGM of the Company held on September 22, 2023.

• Re-appointment of Mr. Raghav Chandra as a Non-Executive Independent Director

The Board of Directors basis the recommendation of the N&RC of the Board and considering the positive outcome of performance evaluation and significant contributions made by Mr. Raghav Chandra (DIN: 00057760) during his initial term as an Independent Director, re-appointed him for a second consecutive term of 5 (five) consecutive years from May 15, 2024, upto May 14, 2029, who shall not be liable to retire by rotation. The said re-appointment was subsequently approved by the Members at the 29th AGM of the Company held on September 22, 2023.

• Appointment of Mr. S Madhavan as a Non-Executive Independent Director

During the FY under review, the Board of Directors of the Company basis the recommendation of the N&RC of the Board and based on the evaluation of the balance of skills, knowledge, experience and expertise considered and approved the appointment of Mr. S Madhavan (DIN: 06451889) as an Additional Director (Non-Executive, Independent) for a period of 4 (four) consecutive years commencing from April 01, 2024, upto March 31, 2028, who shall not be liable to retire by rotation. The appointment of Mr. Madhavan was subsequently approved by the Members of the Company at the Extra-Ordinary General

Meeting of the Company held on March

29, 2024.

• Retirement of Mr. Mohan Tandon from the position of Non-Executive Independent Director

Mr. Mohan Tandon (DIN: 00026460) retired from the position of Non-Executive

Independent Director of the Company, pursuant to completion of his term, w.e.f. March 31, 2024, (close of business hours). He confirmed that there were no other material reasons apart from as stated above.

• Resignation tendered by Mr. Sudhir Mital from the position of Non-Executive Independent Director and Ms. Dipali Goenka from the position of Non-Executive, Non- Independent Director

Mr. Sudhir Mital (DIN: 08314675) tendered his resignation from the position of Non-Executive

Independent Director of the Company, w.e.f. July 11, 2024, (close of business hours), due to personal reasons and other commitments and desire to pursue areas of personal interest. He confirmed that there were no other material reasons apart from as stated above.

Ms. Dipali Goenka (DIN: 00007199) tendered her resignation from the position of Non-

Executive, Non-Independent Director of the Company, w.e.f. July 11, 2024 (close of business hours) due to increasing commitments to the textile business and ESG & CSR of Welspun Group. She confirmed that there were no other material reasons apart from as stated above.

• Retirement by rotation and subsequent re-appointment

In accordance with the provisions of the

Section 152 of the Act, and the Articles of Association of the Company, Mr. Rajesh Mandawewala (DIN: 00007179) is retiring by rotation at the forthcoming AGM being eligible offers himself for re-appointment.

The Board recommends re-appointment of

Mr. Mandawewala for the consideration of the

Members of the Company at the forthcoming

AGM. The relevant details including profile of Mr. Mandawewala is included in the Notice of the forthcoming AGM being sent to the Members along with the Annual Report.

The Company has in place a policy for remuneration of Directors, KMPs and Senior

Management as well as a well-defined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission), KMPs and Senior Management.

The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the N&RC and the Board of Directors while selecting candidates.

The policy on remuneration of Directors, KMPs and Senior Management is hosted on the website of the Company at https:// www.welspunenterprises.com/admin/uploads/ investerdata/policies/policies_1690356370.pdf

The remuneration to the Executive Directors includes the fixed pay and the variable pay or commission. The variable pay is determined by the N&RC after factoring in the individual performance, i.e. KPIs achieved and the CompanyRs.s performance. There is no clawback provision in the remuneration paid to the

Executive Directors of the Company. In terms of applicable laws, there is no mandatory stock ownerships requirement for the Executive Directors. Further, Stock Options granted to the Executive Directors are governed by various ESOP Schemes and Performance Share Plans of the Company as approved by Members from time-to-time.

N&RC is responsible for administrating the stock and performance incentives plans of the

Company and determines the eligibility of all the employees including the Executive Directors.

Particulars of the remuneration payable to the executive directors of the Company for the year under report is as under: ( in Crore)

#the Company has provided for commission, at the rate of 2% of consolidated profits, in the financial statement of the Company. ^$excludes Rs.2.50 Crore (fixed + variable) paid for the FY 23-24 from Adani Welspun Exploration Limited

Mr. Sandeep Garg, Managing Director of the Company, was neither in receipt of any commission from the Company nor remuneration or commission from the subsidiary companies.

Mr. Balkrishan Goenka, Chairman (Executive) of the Company, who was in receipt of remuneration of 7.50 Crore from the Company and was eligible for commission of 2% of the annual profit (excluding profit/(loss) from capital receipts and assets disposition) of the Company on a consolidated basis amounting to 6.49 Crore for the FY 2023-24, was not in receipt of any remuneration or commission from the subsidiary companies.

Apart from sitting fees for meetings, the Board approved payment of special remuneration to the

Independent Directors amounting to 0.20 Crore to each Independent Directors totalling to 1.00 Crore for their continued support, guidance and contribution to the Company for many years in particular to successful divestment of Highway Projects to Actis, which was subsequently approved by the Members vide special resolution passed at the 29th AGM of the Company held on September 22, 2023.

Further, the Board approved payment of remuneration amounting to 0.27 Crore (including tax) to Mr. Mohan Tandon, former Lead Independent Director of your Company, in recognition of his retirement from the Board effective March 31, 2024 (close of business hours) appreciating his contribution and support towards your Company throughout his long tenure of over a decade, which was subsequently approved by the Members vide special resolution passed at the Extra-Ordinary General Meeting of the Company held on March 29, 2024.

The Independent Directors on the Board of your Company have given declaration that they meet the criteria of independence as provided under

Section 149(6) of the Act and the SEBI Listing Regulations, at the beginning of the year and there is no change in the circumstances as on the date of this report which may affect their status as an independent director.

Your Board confirms that in its opinion the independent directors fulfil the conditions prescribed under the Act and the SEBI Listing

Regulations, and they are independent of the management. The independent directors on the Board of your Company are registered with the Indian Institute of Corporate Affairs (“IICA”), Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Act and rules as applicable have cleared online proficiency self-assessment test within the time prescribed by the IICA. Further, in the opinion of the Board the independent directors, possess requisite skills, expertise, experience and integrity. For details on the required skills, expertise, experience, please refer to the disclosure made in the Corporate Governance Report forming part of Annual Report.

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

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

b) have not accepted or have a “Family Member who accepts any payments from the company or any parent or subsidiary of the company in excess of $60,000 during the current fiscal year”, other than those permitted by SEC Rule 4200 Definitions, including: i) payments arising solely from investments in the CompanyRs.s securities; or ii) payments under non-discretionary charitable contribution matching programs. Payments that do not meet these two criteria are disallowed. c) were not a “Family Member of an individual who is, or during the past three years was employed by the Company or by any parent or subsidiary of the Company as an executive officer. d) have not been affiliated with a company that is an adviser or consultant to the Company or a member of the CompanyRs.s senior management. e) have not been affiliated with a significant customer or supplier of the Company. f) have no personal services contract(s) with the Company or a member of the CompanyRs.s senior management g) have not been affiliated with a not-for-profit entity that receives significant contributions from the Company h) were not a partner or employee of the

CompanyRs.s outside auditor during the past three years. i) do not have other conflict of interest that the board itself determines to mean they cannot be considered independent.

Except as stated above, no remuneration or perquisites were paid, and no service contracts were entered into with the Non-Executive Directors (including Independent Directors) of the

Company for FY 2023-24. The details of sitting fees paid to the Non-Executive Independent

Directors are provided below:

( in Crore)

The above mentioned sitting fees paid to the Non-Executive Independent Directors was in line with the N&RC Policy of the Company. The sitting fees paid to the directors was within the limits prescribed under the Act, for payment of sitting fees and therefore, prior approval of the Members as stipulated under Regulation 17(6) of the SEBI

Listing Regulations was not required.

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

Listing Regulations, the Board carried-out the annual performance evaluation of the Board of

Directors as a whole, Committees of the Board and Individual Directors.

The performance evaluation of the Board, its committees and individual directors was conducted by the entire Board (excluding the Director being evaluated) on the basis of a structured questionnaire which was prepared after taking into consideration inputs received from the Directors covering various aspects of the BoardRs.s functioning viz. adequacy of the composition of the Board and its Committees, time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions, governance and ESG parameters. The questionnaire along with

Criteria for Board evaluation is duly approved by N&RC based on the guidance note issued by the SEBI and is reviewed periodically and updated in-line with the change in the business and regulatory framework. Performance evaluation is facilitated by the Chairman of the Board who is supported by the Chairman of N&RC.

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.

For the FY 2023-24 the annual performance evaluation was carried out by the Independent

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

The following process was followed to assimilate and process the feedback:

• A separate meeting of Independent Directors was conveyed to evaluate the performance of

Non-Independent Directors, the Committees of the Board, the Board as a whole and Chairman of the Company;

• The N&RC further evaluated the performance of all the directors, the Committees of the Board, the Board as a whole and Chairman of the Company and discussed the suggestions /recommendation received from the

Independent Directors.

• The entire Board discussed the findings of the evaluation with the Independent Directors and N&RC and also evaluated the performance of the Individual Directors including the Executive & Non-

Executive, the Board as a whole and all Committees of the Board; and

• As an outcome of the above process, feedbacks were shared with the Company for consideration and individually with the

Director, wherever required.

The Board Evaluation discussion was focused on how to make the Board more effective as a collective body in the context of the business and the external environment in which the Company functions. The Board was from time-to-time apprised of relevant business issues and related opportunities and risks. The Board discussed various aspects of its functioning and that of its

Committees such as structure, composition, meetings, functions and interaction with management and what needs to be done to further augment the effectiveness of the

BoardRs.s functioning.

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

During the FY 2023-24, the key actions suggested from the previous yearRs.s evaluation were implemented, including conducting of Meeting(s) of the Committee prior to Board and Audit Committee Meetings where financial results are discussed, holding discussion on the Managing DirectorRs.s goal setting and presenting an analysis on the attrition of Senior Management.

The Directors were satisfied with the overall corporate governance standards, Board performance and effectiveness. The results are summarized below:

Based on the above results, the key focus areas for FY 2024-25 including revisiting the technical aspect of the board evaluation questionnaire, organising a strategy meeting of Board of Directors aligned with the long-term vision and mission of the Company and providing regular updates on the progress of decisions made during the strategy meeting and further to also discuss the diversification issues, new businesses, opportunities for growth which could bring synergies in the line of business.

The familiarization program aims to provide the Independent Directors with the scenario of the infrastructure industry, the socio-economic environment in which the

Company operates, the business model, the operational and financial performance of the Company, significant development so as to enable them to take well-informed decisions in timely manner, governance standards and practices of the Company. The familiarization program also seeks to update the directors on their roles, responsibilities, rights and duties under the Act and other statutes.

Your Company has in place an structured induction and familiarisation programme for its Directors. Upon appointment, Directors receive a Letter of Appointment setting out in-detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct to regulate, monitor and report trading by Designated Persons for Prevention of Insider Trading and Code of Conduct applicable to all Directors and

Senior Management. They are also updated on all business related issues and new initiatives.

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

Strategic Meetings of the Company.

The policy along with brief details on the

CompanyRs.s familiarization program is hosted on the website of the Company at https://www.welspunenterprises.com/ admin/uploads/investerdata/policies/ policies_1709621592.pdf

The salient features of the CompanyRs.s “N&RC Policy” on directorsRs. appointment, remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the Corporate Governance Report forming part of the Annual Report.

The Board met 7 times during the FY

2023-24, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act and the SEBI Listing Regulations.

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities as mandated by applicable regulations; which concern the Company and need a closer review.

Majority of the Members constituting the Committees are Independent Directors and each Committee is guided by its Charter or terms of reference, which provide for the composition, scope, objective, powers & duties and responsibilities. The Chairperson of the respective Committee informs the Board about the summary of the discussions held in the Committee Meetings. The minutes of the Meeting of all Committees are placed before the Board for review and the signed minutes are circulated to the Board as required under Secretarial Standard I.

The relevant information inter alia including date of the meetings, attendance of directors with respect to Audit Committee, the N&RC, the StakeholdersRs. Relationship, Share Transfer and Investor Grievance Committee, Environment, Social and Governance and Corporate Social Responsibility Committee, Risk Management Committee and meetings of those Committees held during the year is given in the Corporate Governance Report forming part of Annual Report.

Refer Corporate Governance Report for detail of shareholding of directors.

Except as mentioned in the Corporate

Governance Report, none of the other Directors hold any shares in the Company.

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

Your Company has formulated a Policy on Whistle

Blower and Vigil Mechanism (“WB Policy”) that provides adequate safeguards against unfair treatment to its employees and various stakeholders and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It also assures them of the process that will be observed to address the reported violation, further the protected

Disclosures and other communication can be made in writing by an e-mail addressed to the Head Ethics and/or Chairman of the Audit Committee. The Policy also lays down the procedures to be followed for tracking complaints, giving feedback, conducting investigations and taking disciplinary actions. It also provides assurances and guidelines on confidentiality of the reporting process and protection from reprisal to complainants. The Audit Committee oversees the functioning of this policy and no personnel have been denied access to the Audit Committee of the Board.

Protected disclosures can be made by a whistle-blower through several channels to report actual or suspected frauds and violation of the CompanyRs.s Code of Conduct. The WB Policy also provides a mechanism to encourage and protect genuine whistleblowing amongst the Vendors.

22 (twenty-two) whistle-blower complaints were received during the FY 2023-24 and suitable action has been taken in accordance with the WB policy.

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

The Policy on Whistle Blower and Vigil Mechanism is hosted on the website of the Company at https:// www.welspunenterprises.com/admin/uploads/ investerdata/policies/policies_1713252646.pdf

Pursuant to Section 186(11)(a) of the Act, your

Company being engaged in the business of providing infrastructural facilities is exempt from the requirement of providing the particulars of loans made, guarantees given or securities provided or any investment made.

In accordance with the requirements of the Act and the SEBI Listing Regulations, your Company has framed a Policy on Related Party Transactions (“RPT”) which is hosted on the website of the Company at https://www.welspunenterprises.com/admin/uploads/ investerdata/policies/policies_1690356600.pdf

All RPTs are placed before the Audit Committee for review, approval and recommendation to the Board for its approval, wherever required. Prior omnibus approval of the Audit Committee and the Board is obtained for all the transactions which are foreseen, repetitive in nature. A statement giving details of all

RPTs is placed before the Audit Committee for their noting every quarter.

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

None of the Directors and the KMPs have any pecuniary relationships or transactions vis-?-vis the Company. The Directors draw attention of the Members to Note No. 53 of the standalone financial statements setting out the disclosure on RPTs for the

FY 2023-24.

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

There are 14 (fourteen) employees who were in receipt of remuneration of not less than 1,02,00,000 (Rupees One Crore and Two Lakh Only), if employed for the full year and no employee who was in receipt of remuneration of not less than 8,50,000 (Rupees Eight Lakh and Fifty Thousand Only) per month if employed for part of the year. Disclosures concerning the remuneration and other details as required in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 4 to this Report. Your Directors affirm that the remuneration is as per the remuneration policy of the Company.

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

Report has been sent to the Members excluding the aforesaid exhibit. Any Member interested in obtaining copy of such information may write to the Company Secretary & Compliance Officer at Companysecretary_ wel@welspun.com and underline the same.

The compliance certificate obtained from

M/s. Mihen Halani & Associates, Company Secretaries, regarding compliance of conditions of corporate governance as stipulated under Part E of Schedule V of the SEBI Listing Regulations is annexed to the Corporate Governance Report forming part of this Annual Report.

Your Company consistently strive to meet the expectations of our investors through sound business decisions and strong governance practices. Integrity and transparency are central to our relationship with our investors. Your Company is dedicated to delivering value by achieving high levels of operational performance, maintaining cost competitiveness, and pursuing excellence in all areas of our operations. We value the strong relationship we have built with our investors, which is based on understanding of their needs and our commitment to generate value for them.

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

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

ESG parameters in our business operations and forms part of this Annual Report.

The Business Responsibility & Sustainability Report (“BRSR”) Core is a sub-set of BRSR, consisting of a set of Key Performance Indicators (“KPIs”)/metrics under 9 (nine) ESG attributes/principles of the National Guidelines on Responsible Business Conduct

(“NGRBC”) notified by the Ministry of Corporate

Affairs, Government of India.

Further, the financial sections of BRSR are presented in line with the requirements of the Act read with the rules made thereunder, the IndAS, the SEBI Listing Regulations and the requisite Secretarial Standards issued by the Institute of Company Secretaries of

India. The non-financial section (Sustainability and

Corporate Social Responsibility) is presented in conformance to the UN Sustainable Development Goals and other sector relevant international sustainability disclosure guidelines. The BRSR forms part of this Annual Report.

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 Listing Regulations, forms an integral part of this Report. The requisite Compliance Certificate is obtained from M/s. Mihen Halani & Associates, Practicing Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI Listing Regulations, is annexed to the Corporate Governance Report.

The Management Discussion and Analysis Report (“MDA”) Report on the operation of the Company as required under the SEBI Listing Regulations, is provided in a separate section and forms part of this

Annual Report.

With its fast and continuous expansion in different areas of businesses across India, your Company is exposed to numerous risks which may adversely impact growth and profitability. Prudent business management practices are the only way companies can pursue the strategic objectives of value creation of all stakeholders. With the above in view, your Company has structured risk management policy and process involving relevant personnel and constituted a Risk Management Committee (“RMC”) comprising of Independent Directors and Managing

Director. The Policy envisages identification of risks by each business and location, together with the impact that these may have on the business objectives. It also provides a mechanism for categorization of risks into Low, Medium and High according to the severity of risks. The RMC and the relevant senior executives are continuously scanning strategic, business, financial, regulatory, political and operational risks including cyber security & data privacy risks which may adversely impact pursuance of the strategic direction, the Company has embarked upon and the appropriate actions for mitigation of risks are advised, the risk profile is updated on the basis of change in the business environment.

As a part of the Risk Management framework, there are defined risk registers to evaluate risks at various levels and stages of the Company - at the enterprise level and at the project level. The risk registers envisages identification of specific enterprise/ project level risks with the probability of occurrence and the impact that these may have on the business objectives and mitigation measures thereof.

For the key business risks identified by the Company please refer to the MDA annexed to this Annual

Report.

The Company is exposed to a variety of different laws, regulations, positions and interpretations thereof which encompasses direct taxation and legal matters. In the normal course of business, provisions and contingencies may arise due to uncertain tax positions and legal matters. Based on the nature of matters, the management applies various parameters when considering evaluation of risk, expert opinions, including how much provision to be made in books of accounts considering the potential exposure of each of the matters in consultation with the Statutory Auditors.

The aforesaid potential exposures may change substantially over time as new facts emerge as each matter progresses, hence these are reviewed regularly/periodically. The RMC is appraised on quarterly and/or regular basis any litigation related risks. Reference is drawn to the “Key audit matters” by the auditors in their reports on the above matters.

• During the year under Report, there was no change in the general nature of business of the Company.

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

• There was no revision in financial statements and

BoardRs.s Report of the Company during the year under review.

• The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

• During the year under Report, no funds were raised through preferential allotment or qualified institutional placement.

• No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the

CompanyRs.s operations in future.

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

• The Company has a detailed Policy on Prevention of Sexual Harassment (“POSH”) in place in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The POSH Policy is gender inclusive, and the framework ensures complete anonymity and confidentiality.

For disclosure of number of complaints filed, disposed-off and pending in relation to the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as on the end of the FY, kindly refer Corporate Governance Report forming part of this Annual Report.

• The Board of Directors affirms that the Company has complied with the applicable provisions of

Secretarial Standard 1 and Secretarial Standard 2, “Meetings of the Board of Directors” and “General Meetings”, respectively, issued by the Institute of Companies Secretaries of India.

• There were no proceeding initiated/pending against your Company under the Insolvency and

Bankruptcy Code, 2016.

• The Company has also obtained Special Contingency Insurance Policy under SEBI circular

SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated May 25, 2022, and Directors and Officers Insurance in line with the requirements of Regulation 25(10) of the SEBI Listing Regulations, the details of the same has been provided in

Corporate Governance Report forming part of this Annual Report.

At Welspun, our Health, Safety, and Environmental

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

The Health, Safety & Environment Policy of the

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

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the

Company for that period;

c) the directors had 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 had prepared the annual accounts on a going concern basis;

e) being a listed Company, the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

Your Directors express their deep sense of gratitude to all the government authorities, financial institutions, banks, contractors, customers, suppliers, shareholders, employees and other business associates of the Company, who through their continued support and co-operation have helped as partner in the CompanyRs.s progress and achievement of its objectives.