Directors Report of Welspun Corp Ltd.

Mar 31, 2025

Your Directors are pleased to present the 30^th Annual Report together with the Audited Financial Statements of your Company
for the financial year ended March 31,2025.

FINANCIAL HIGHLIGHTS

Particulars	Standalone		Consolidated
	For the year ended		For the year ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from operations	8,835.19	9,081.78	13,977.54	17,339.60
Other income	146.79	476.51	189.79	242.46
Total income	8,981.98	9,558.29	14,167.33	17,582.06
Profit before exceptional Items, share of profit of joint venture, associates and tax	1,056.27	965.64	1,857.97	1,803.89
Add : Exceptional Items	382.72	-	465.68	-
Less : Finance costs	192.39	205.39	319.65	304.38
Less: Depreciation and amortization expense	172.57	164.75	351.07	347.87
Add: Share of profit/ (loss) of joint venture and associates (net)	-	-	231.16	156.67
Add : Profit on sale of shares of associate	-	-	377.79	105.17
Profit before tax	1,074.03	595.50	2,261.88	1,413.48
Less : Tax expense
Current Tax	208.64	69.68	294.80	139.20
Deferred Tax	23.70	49.47	64.80	138.28
Profit for the year	841.69	476.35	1,902.28	1,136.00
Net profit attributable to:
Owners	-	-	1,908.14	1,110.40
Non-controlling interest	-	-	(5.86)	25.60
Earnings per share
(a) Basic (in '')	32.11	18.21	72.80	42.45
(b) Diluted (in '')	31.95	18.15	72.44	42.32
Appropriations to Reserves:
Opening balance in Retained Earnings	2,081.70	2,088.96	3,398.87	2,901.12
Profit for the year	841.69	476.35	1,908.14	1,110.40
Re-measurements of post- employment benefit obligations, net of tax	(3.26)	(1.34)	(4.46)	(0.98)
Share of OCI of Joint ventures and associates	-	-	(3.82)	(0.32)
Dividend on equity shares	(131.11)	(130.76)	(131.11)	(130.76)
Buyback of NCI	-	-	-	(129.08)
Transfer to capital redemption reserve	-	(351.51)	-	(351.51)
Closing balance in Retained Earnings	2,789.02	2,081.70	5,167.62	3,398.87

HIGHLIGHTS FOR THE YEAR

(a) Sales highlights for the year under the Report are as under

Product	Consolidated(in MT)
	FY 2024-25	FY 2023-24
MS Pipes	8,51,389	9,79,865
SS Pipes	4,807	4,785
DI Pipes	2,72,245	2,05,833
SS Bars	18,860	15,903
TMT Bars	2,10,665	1,21,757

(b) Line Pipes

The line pipe business witnessed steady volume growth
in India backed by strong demand from domestic water
and export segments. Export mix in domestic line pipe
sales volume improved aiding the margins. Volume in
US business, as anticipated remained low for FY2024-
25 due to lack of large orders. However, during second
half of the year, your Company won orders worth
~''12,000 Crore in the US and the Spiral mill got booked
for the next 8 quarters. Your Company’s associate
Company East Pipes Integrated Company for Industry
("EPIC") in Kingdom of Saudi Arabia ("KSA") has also
performed quite satisfactorily on the back of strong
order book comprising of orders from both Oil & Gas
and water segments.

Your Company has decided to set up of a 350 KMTPA
greenfield LSAW Pipes facility in KSA on the back of
consistently high demand for LSAW Pipes in KSA, deep
understanding of the local KSA market, strong Global
customer connect, providing competitive advantage
and export potential. Considering strong demand
visibility and market opportunity, your Companay has
also decided to set up a 300 KMTPA greenfield facility
in the US. Both of these facilities will help in unique
positioning of Welspun Corp as a Global LSAW Pipe
manufacturer. The KSA project is on track and the
facility is expected to be completed in April, 2026.
The US project is exoected to be commissioned
in December, 2026. Your Company also has been
enhancing its HFIW Pipe product offering in US, which
is expected to be commission in March, 2026.

(c) DI Pipes

In the previous year, best in class equipment &
technology, world class processes and quality standard
helped faster stabilisation and in achieving more than
50% utilisation in a record time. The facilty ramped up
further and witnssed a volume growth of more than
35% in the year under consideration. The expansion

project to take the DI Pipes capacity in India to 600
KMT is on track and near completion. The order book
remains strong.

Backed by robust domestic market opportunity, strong
scope of import substitution, enhanced capability
and export potential to neighbouring countries, your
Company had decided to set up DI Pipe capacity of
250 KMTPA including Hot Mould Facility (for producing
pipes above DN 1200 mm) in KSA. The project is on
track and the facility is expected to be completed in
April, 2026.

(d) Stainless Steel Bars and Pipes & Tubes

Despite market challenges, your Company’s subsidiary
viz. Welspun Specialty Solutions Limited ("WSSL")
performed satisfactorily. SS Bars sales volume rose 19%
YoY while, SS Seamless Pipes & Tubes sales volume
stood flat. WSSL received 4,050 MT order from BHEL
for SS boiler tubes for super critical power plant. This
has been the highest value order till date worth ~'' 232
Crore to be produced and supplied in fully integrated
manner under one roof. This definitely reinforces
Company’s position in growing power-gen segment.
As far as the new product develoment is concerned,
WSSL has got AS 9100D accreditation for aerospace
application. A new high-value grade, Welsonic-60
(UNS S21800) was produced and delivered, adding
to WSSL’s premium alloy portfolio. Exploratory
initiatives in new geographic markets have also begun
yielding results, with first orders received from South
Africa. WSSL successfully raised '' 350 Crore through
Rights Issue. Your Company participated in this and
as a result increased stake in WSSL to 51.06% from
earlier 50.03%.

(e) Water Storage Tanks and Plastic Pipes

After stable performance in the very first year of
operation post acquisition by Welspun, Sintex for its
existing business, has been focusing on strengthening

channel through onboarding new distributors and
replacing non- performing ones, increasing retailer
sales through ''Sintex Humesha’, adding plumbers
through ''Sintex Pride’ and brand building through ''Saaf-
Safe-Sahi’ campaign. Sintex has also been focusing on
premium play with premium portfolio.

As a part of its planned foray into plastic pipes, Sintex
announced investment plan to set up facilities in
different parts of the country. As a part of this strategy,
Sintex acquired Raipur based Weetek Plastic Pvt Ltd
with 19 KMTPA capacity to produce various types of
plastic pipes.

With a calibrated capex of ''1,300 Crores spread over
3 years, Sintex is building a strong foundation in this
high-growth vertical.

Among the plastic pipes, Sintex is primarily focusing on
OPVC pipes, which is a B2B product. Sintex has an edge
over other competitors due to its credible presence in
that category and well-established relationship with
the customers. Sintex has planned to launch OPVC
pipes in Bhopal and plastic pipes for buildings in Raipur
plant in H1FY2025-26.

(f) TMT Rebar

The TMT rebar segment continued to ramp up in
FY2024-25. The key customers consist of large
Domestic and Global conglomerates with exposure to
large infrastructure projects in the state of Gujarat. The
growing awareness for quality is pushing the demand
for high quality TMT Rebars, where "Welspun Shield"
TMT Rebars has created a niche for itself.

ESG Initiatives

As part of its ongoing ESG commitment, your Company
has been publishing an annual Sustainability Report
since FY 2022-23. This comprehensive report details the
company’s performance across environmental, social,
and governance parameters, showcasing progress
toward its sustainability goals and alignment with leading
global frameworks such as the GRI, UN Sustainable
Development Goals (SDGs), and SASB standards.
Additionally, your Company maintains transparency and
regulatory compliance through the publication of its Tax
Transparency Report, reflecting the company’s dedication
to the highest standards of tax governance. As of April
2025, your Company was ranked among the Top 10 global
steel Companies in S&P Global’s Corporate Sustainability
Assessment-an affirmation of its continued leadership
in sustainable practices.

OUTLOOK

The business outlook for your company continues to remain
strong for all its businesses. Your Company’s strategic focus
remains on Core Products and Core Geographies.

Line Pipes

Outlook for the line pipes business remains robust in all our
core geographies i.e. India, US and KSA.

• India: Improved demand observed for LSAW pipes
exports for critical applications such as deep offshore,
Sour Service where Welspun has an impeccable track
record.

India’s oil demand is expected to rise to 220 kb/d
in CY 2025, driven by higher transportation fuel
consumption, increased industrial activity, and
expanding petrochemical demand. India continues
to be at the forefront of natural gas demand growth,
with consumption projected to rise nearly 60%
by 2030, reaching 103 billion cubic meters (bcm)
annually. City Gas Distribution (CGD) sector is poised
to lead this growth, driven by CNG network expansion
and competitive pricing against liquid fuels. India is
undertaking a massive expansion of its natural gas
pipeline network, with plans to add 15,500 km (9,630
miles) under the Nation One Gas Grid initiative, bringing
the total length to 33,000 km (20,505 miles) by 2027.
By 2028, India is expected to lead Asia’s pipeline
expansion, accounting for 43% of all new projects in the
region.

For water, huge opportunity in interlinking of rivers is
there in the near future. Push from centre and states
will kick start pipe demand. Few key projects in this
regard are Ken-Betwa & PKC (MP), ERCP (Rajasthan)
and Wainganga-Nalganga (Maharashtra). States like
Gujarat, MP, Rajasthan, Tamil Nadu and Karnataka are
also exponentially increasing the water pipeline network
for irrigation, industrialization and urbanization.

• US: US will continue to be the major driver for global
oil production outside OPEC. US Crude Oil Production
is likely to go up to 14.5 mbpd in CY30 with Permian
production expected to increase from current 5.2 mbpd
to 8 mbpd.

LNG exports likely to go up from 90 MTPA to 120 MTPA
in next 2-3 years. Strong visibility for line pipe demand
remains in US, with further boost coming from the new
administration, which is heavily focusing & positive on
O&G growth.

We are well positioned to benefit from the improved
visibility and confident to maintain our share in the
future orders.

• KSA: Robust demand persists with strong visibility.
With Saudi Aramco’s oil production capacity expansion
backed by budgetary allocation of spending almost
US$10 billion per year, we see strong demand to
continue for pipelines. Master Gas Phase 3 is also
driving demand for HSAW Pipes. KSA’s Vision 2030
strategy aims to expand domestic gas production to
reduce reliance on crude oil for electricity and industrial
processes. This includes significant investments in
unconventional offshore gas resources. Consistent
focus on improving water infrastructure has also been
there. With expected rise in population over a period
of time and infrastructure being built, need for water
transportation and distribution is expected to improve
further.

DI Pipes

• India: Water infrastructure and pipelines to get demand
boost by projects under JJM, Irrigation, Industrial,
Sewerage Sector, various augmentation schemes and
new schemes with further Urbanization of the Rural
areas. AMRUT 2.0 projects and SMART City projects
across India to continue support demand for DI Pipes.
The "Swachh Bharat Mission Grameen" aims to provide
solid and waste management across all the villages
and is expected to create good demand for DI Pipes.
National river linking projects are also likely to help
demand for DI pipes going forward. DI Pipes demand is
likely to improve in FY26.

• KSA: Market scenario and opportunity for DI Pipes in
the KSA remains strong on the back of higher demand
than supply creating immediate import substitution
opportunity, capability constraints of the existing local
producers and possibility of exports.

SS Bars and Pipes & Tubes

WSSL remains sharp focused on buoyant domestic Indian
market which is steadily growing and offering significant
opportunities specially in value segments like energy, defence,
space, power-gen, oil & gas, petrochemicals, engineering,
public infrastructure etc. Spend on various strategic sectors
combined with preference for domestic manufacturing
under Make in India policy is creating demand thrust in
the country. The growth spend is expected to continue and
increase further in times to come with significant potential
of benefit to your Company’s business. The strategy will be
to enhance the competitive market position by diversifying
into sustainable, high-growth industries and expanding into
new grades and applications. The key differentiators will
be a) focus on manufacturing and technology upgradation,

b) build global customer base and enter new geographical
segments, c) research, development and technological
capabilities and d) quality control and quality certifications.

Water Storage Tanks and Plastic Pipes

Strategy for the existing water storage business remains
intact i.e. to increase market share by focusing on value
and premium play. The ongoing restructuring process to
strengthen the channel is expected to yield its positive
results. Focus on digitalization will help in monitoring the
better stakeholder engagement. Emphasis on branding and
marketing is going to be a key focus area and will help in
improved positioning for the B2C products.

For plastic pipes, your Company is strategically focusing
on B2B and B2C products with differentiated approaches.
For B2B segment, your Company is strongly focusing on
OPVC pipes. Being a well-established and quality player in
the B2B segment for almost three decades, having proven
track record with strong credibility among the customers
and superior technological tie up, your Company has a
competitive edge over the competitors in OPVC pipes. Due
to its longer durability, better impact resistance, higher
hydrostatic pressure strength and relatively lower costs
OPVC pipes are expected to see strong demand in India.
Your Company is well positioned to be a leading player in
this segment. Your Company is ready to launch the OPVC
pipes from the Bhopal plant in H1FY26.

Among the B2C products i.e. pipes and fittings for buildings,
the pilot market launch is scheduled in Chhattisgarh facility
in H1FY26. Your Company is focusing on product proposition
of " 1 quality" compared to the competition. Your Company
aspires to reach 5% of the plastic market share gradually.

TMT Rebar

The demand for TMT rebars, essential for reinforced
concrete structures, has been rising in tandem with India’s
construction boom. The Government’s capital expenditure
allocation of '' 11.11 trillion for FY 2024-25 under the
''PM Gati Shakti National Master Plan’ is expected to fuel
infrastructure projects, further boosting rebar consumption.
Additionally, large-scale housing initiatives like
''Pradhan Mantri Awas Yojana’ are further supporting steel
consumption in construction. With rapid urbanization and
industrialization, the adoption of high-strength rebars-
especially earthquake-resistant and corrosion-resistant
variants is growing. Your Company, with quality products
and being a local and branded player with impeccable
quality, is well positioned to see consistent performance
over next 3-5 years.

TRANSFER TO RESERVES

The Board of Directors ("the Board") of your Company has
decided not to transfer any amount to the General Reserves
for the year ended March 31,2025.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Based on your Company’s performance, the Board has
recommended dividend of '' 5 (100%) per equity shares of
the face value of '' 5 each for the year ended March 31,2025
in accordance with your Company’s Dividend Distribution
Policy.

The dividend, if approved by the Members, would involve a
cash outflow of '' 131.17 Crore ('' 131.11 Crores in previous
financial year).

Dividend will be payable subject to approval of Members at
the ensuing Annual General Meeting ("AGM") and subject to
deduction of tax at source to those Members whose names
appear in the Register of Members as on the Book Closure /
Record date fixed for the purpose of Declaration of Dividend.
During the year ended March 31, 2025, your Company has
transferred dividend of '' 3,68,646/- remaining unclaimed
for the financial year 2016-17 to the Investor Education and
Protection Fund. Detail of unclaimed dividend is available on
the website of your Company at https://www. welspuncorn.
com/unclaimed-dividend. php

In terms of the Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), the Board approved and adopted Dividend
Distribution Policy setting out the financial parameters and
circumstances that will be taken into account by the Board in
determining the distribution of dividend to the shareholders
and/ or retaining the profits earned by your Company.

The Dividend Distribution Policy is available on the website of
your Company at https://www. welspuncorn. com/uploads/
investor_data/investorreport_116.pdf

CORPORATE DEVELOPMENTS
Sintex BAPL Limited ("SBAPL")

SBAPL’s subsidiary Sintex Holdings B.V. has entered into an
agreement with Bright Brothers LLC ("BBL"), a wholly owned
subsidiary of Bright Brothers Limited listed on BSE Limited,
wherein BBL acquired 100% membership interest in Sintex
Logistics LLC ("SLL"), a wholly owned subsidiary of Sintex
Holdings B.V.

SLL was an assembling and trading entity in USA selling
plastic moulded products via Light Resin Transfer Moulding
process used for Metro Train sets. This line of business was
neither significant nor strategic to the vision of SBAPL and
hence divested. Consequently, SLL ceased to be a step down
wholly owned subsidiary of your Company.

On the back of exponential growth opportunity in Plastic
Pipes market in India and with an objective of fast track entry,
SBAPL acquired 100% equity shares and non-cumulative
redeemable preference shares of Weetek Plastics Pvt. Ltd.
("WPPL") and subscribed certain number of Optionally
Convertible Debentures as issued by WPPL, as per the
Securities Purchase and Subscription Agreement dated
August 7, 2024. WPPL is into manufacturing of plastic pipes
(CPVC, UPVC, SWR), fittings and water storage tanks with
a combined capacity of 19 KMPTA which has the potential
to further scale up in Raipur, Chhattisgarh. Consequently,
WPPL became a step down wholly owned subsidiary of your
Company.

East Pipes Integrated Company for Industry ("EPIC")

During the year, your wholly owned subsidiary, Welspun
Mauritius Holdings Limited ("WMHL") divested 5% equity
stake in EPIC, KSA in favour of identified financial investors in
a series of negotiated trades on the Tadawul Stock Exchange,
KSA on November 11, 2024 for an overall consideration of
SAR 218.9 million (~ US$ 58 million). WMHL’s stake in EPIC
changed from 31.5% to 26.5%. WMHL still remain the single
largest shareholder in EPIC. The proceeds from the sale of
EPIC shares will be redeployed by WMHL in it’s new wholly
owned subsidiary ''Welspun Pipes Company’, KSA ("WPC")
for partly financing the capex of US$ 200 million for DI and
LSAW pipes greenfield projects in KSA. The full basket of
product offerings, viz HSAW pipes (through EPIC), and LSAW
and DI pipes through WPC, uniquely positions us on a very
strong foundation to cater to ever growing demand of pipes
in local KSA & international markets, under the Kingdom’s
"Saudi Vision 2030".

Welspun Specialty Solutions Limited ("WSSL")

During the year, your Company made investment of
~ '' 193.0 Crore in WSSL, subsidiary Company, towards
the subscription of 7,31,07,443 equity shares at a price of
'' 26.40 per share under the Rights Issue of equity shares as
announced by WSSL. As a result of this subscription, your
Company’s shareholding in WSSL increased from existing
50.03% to 51.06% reflecting a 1.03% rise in its stake in WSSL
post Rights Issue paid-up equity share capital.

Nauyaan Shipyard Private Limited ("NSPL")

During the year, your Company’s wholly-owned subsidiary
viz. Welspun Tradings Limited ("WTL") incorporated a new
wholly-owned subsidiary viz. Nauyaan Tradings Private
Limited ("NTPL") on March 3, 2025 and subsequently
divested entire equity stake in NTPL to Reliance Strategic
Business Ventures Limited ("RSBVL") (a wholly owned
subsidiary of Reliance Industries Limited) for a total
consideration of '' 1,00,000, which corresponds to the total
paid-up equity share capital of NTPL. Consequently, NTPL

ceased to be a step down wholly owned subsidiary of your
Company effective from March 20, 2025.

Your Company inducted a strategic investor in NSPL, by
sale of 74% equity share in NSPL to NTPL (post acquisition
by RSBVL), for a consideration of '' 382.73 Crore, subject to
any subsequent adjustments for expenses to the account
of your Company and net current assets. On April 10, 2025,
your Company further divested 10% equity shares of NSPL
to NTPL, for a consideration of '' 51.72 Crore, subject to any
subsequent adjustments for expenses to the account of your
Company and net current assets. Your Company continues
to hold the balance 16% equity stake in NSPL.

Calcutta Stock Exchange Limited (“CSE")

During the year, your Company made application to CSE
for delisting of its equity shares in accordance with the
SEBI (Delisting of Equity Shares) Regulations, 2021 which
was approved. Accordingly, your Company’s equity shares
delisted from CSE w.e.f. March 29, 2025. Since the CSE does
not have any active platform for trading in equity shares, the
shareholders of your Company were not affected in any
manner from delisting.

Your Company continued to remain listed on the stock
exchanges with nationwide trading terminals viz BSE Limited
and the National Stock Exchange of India Limited.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013
(the "Act"), read with the Companies (Accounts) Rules, 2014,
SEBI Listing Regulations and Ind AS 110 - Consolidated
Financial Statements and Ind AS 28 - Investments in
Associates and Joint Venture, the Audited Consolidated
Financial Statements forms integral part of this Annual
Report. Consolidated Financial Statements include financial
performance of your Company’s subsidiaries, Associates
and Joint Venture, as mentioned in notes to Consolidated
Financial Statements.

During the year, your Company through its Subsidiary,
incorporated a step down wholly-owned Subsidiary in USA
in the name of ''Welspun Logistics LLC’ and a wholly owned
Subsidiary in Spain (Europe) in the name of ''Welspun Europe
S.A.’ to give thrust to its export across all our business
verticals.

The other details about the subsidiaries are provided in the
Corporate Development Section of this Report.

Subsidiary/Joint Ventures/Associate Companies and their
performance

Highlights of Subsidiaries, Joint Venture/Associates are as
under:

• Welspun Pipes Inc., Welspun Tubular LLC and Welspun

Global Trade LLC, are wholly owned subsidiaries in the

USA. Welspun Pipes Inc. which is holding investment
in Welspun Tubular LLC and Welspun Global Trade
LLC has reported a consolidated revenue of '' 2,442
Crore in the current year as compared to '' 6,223 Crore
in the previous year. consolidated profit after tax is
'' 101 Crore as compared to '' 499 Crore in the previous
year.

Welspun Pipes INC is a Material Unlisted foreign
Subsidiary of your Company as on March 31,2025.

• Welspun DI Pipes Limited, a wholly owned subsidiary
engaged in production of DI Pipes has reported a
revenue of '' 2,062 Crore in the current year as compared
to '' 1,514 Crore in the previous year, an increase of
36%. Its profit after tax is '' 292 Crore as compared to
'' 102 Crore in the previous year, an increase of 186%.

Based on the audited consolidated financial statements
for the year ended March 31,2025, Welspun DI Pipes
Limited, an unlisted Indian subsidiary of your Company,
has met the threshold under Regulation 16(1 )(c) of
the SEBI Listing Regulations, becoming a Material
Subsidiary.

• Anjar TMT Steel Private Limited, a wholly owned
subsidiary engaged in production of Billets and
TMT Bars has reported a revenue of ''1,082 Crore
in the current year as compared to '' 648 Crore in
the previous year an increase of 67%. Its profit after
tax is '' 32 Crore as compared to loss after tax of
'' 25 Crore in the previous year.

• East Pipes Integrated Company for Industry
(“EPIC") an associate (26.50% shareholding) of your
Company engaged in business of manufacturing
and coating of HSAW pipes has reported a revenue
of '' 4,141 Crore in the current year as compared to
'' 3,407 Crore in the previous year, an increase of 22%.
Its profit after tax is '' 863 Crore as compared to '' 591
Crore in the previous year, an increase of 46%. EPIC is
certified to produce pipes of grades up to API 5L X-80,
which are suitable for midstream water and oil and
gas transmission with the most suitable high-quality
pipe solutions. EPIC carefully manages its costs and
overheads in order to remain highly competitive in
bidding for new orders, particularly from government
and government-owned entities such as Saline Water
Conversion Corporation ("SWCC") and Saudi Arabian
Oil Company ("Saudi Aramco").

A report on the performance and financial position of each
of the subsidiaries, joint venture & associate companies
included in the consolidated financial statements are
presented in Form AOC-1 annexed to this Report as
Annexure-1.

Financial statements of the subsidiaries and joint
venture are hosted on your Company’s website at
https://www.welspuncorp.com/subsidiary-accounts.php
Your Company has in accordance with the SEBI Listing
Regulations adopted the policy for determining material
subsidiaries. The said policy is available on your Company’s
website at https://www.welspuncorp.com/companv-policies.php

DEPOSITS

Your Company has not accepted any deposit within the
meaning of the Section 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

The Authorised Share Capital of your Company stood at
'' 552.05 Crore comprising of 30,41,00,000 Equity Shares of
'' 5 each and 40,00,00,000 Redeemable Cumulative
Preference Shares of '' 10 each as at March 31,2025.
Issued, Subscribed and Paid-up equity share capital of your
Company stood at ''131.17 Crore comprising of 26,23,49,395
Equity Shares of face value of '' 5 each as at March 31,2025.
During the year, your Company allotted 6,82,500 equity
shares of '' 5 each pursuant to the exercise of Stock Options
in terms of Welspun Employee Stock Plan Scheme - 2005
("ESOP-2005") of your Company.

Your Company does not have any equity shares with
differential rights and hence disclosures as per Rule 4(4) of
the Companies (Share Capital and Debentures) Rules, 2014
are not required. Further, your Company has not issued any
sweat equity shares and hence no disclosure is required
under Rule 8(13) of the Companies (Share Capital and
Debentures) Rules, 2014.

DEBENTURES

Your Company has outstanding debentures of '' 240 Crore.
The details of the same are provided in the Report on
Corporate Governance and Shareholder Information forming
part of this Annual Report.

During the year, your Company has not issued any
debentures.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

ESOP 2005

During the year 5,42,500 Stock Options vested to eligible
employees of your Company. Further your Company has
allotted 6,82,500 equity shares of '' 5 each pursuant to the
exercise of Stock Options.

ESOS 2022

During the year under review, no ESOPs were granted under
Welspun Corp Employee Benefit Scheme - 2022.

The details of Stock Options granted under ESOP-2005 and
the other disclosures in compliance with the provisions of
Regulation 14 read with Part F of Schedule I of the Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, are available
on your Company’s website at https://welspuncorp.com/
agm-2025.php

However, the relevant details are provided in the Note no.
50 of the Standalone Financial Statement of your Company
forming part of this Annual Report.

A certificate from the Secretarial Auditors of your Company
viz. M/s. M. Siroya and Company, Company Secretaries
with respect to implementation of Welspun Employee Stock
Option Plan - 2005 and Welspun Corp Employee Benefit
Scheme - 2022 will be available at the ensuing AGM for
inspection by the Members.

ANNUAL RETURN

In terms of the provisions of Section 134(3)(a) and Section
92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, a copy of the Annual Return in
Form MGT-7 is uploaded on the website of your Company
and can be accessed at https://www.welspuncorp.com/
annual-return.php.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act, read with the
Companies (Accounts) Rules, 2014 is annexed to this Report
as Annexure-2.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of Section 135 of the Act and
Rules made thereunder, the Board has a Corporate Social
Responsibility (''CSR’) Committee, which is chaired by
Ms. Dipali Sheth, Independent Director. The other Members of
the Committee are Mr. Anjani Agrawal, Independent Director
and Mr. Vipul Mathur, Managing Director & CEO. The Corporate
Social Responsibility Policy (''CSR Policy’), indicating the
activities undertaken by your Company, is available on your
Company’s website at https://www.welspuncorp.com/
uploads/investor_data/investorreport__118.pdf

During the year, your Company spent '' 5.46 Crore on CSR
activities, resulting in 2% of the average net profits of your
Company during the last three preceding financial years.

A report on CSR expenditure is annexed to this Report as
Annexure-3.

DIRECTORS'' RESPONSIBILITY STATEMENT

The audited accounts for the year are in conformity with the
requirements of the Act and the Accounting Standards. The
financial statements reflect fairly the form and substance
of transactions carried out during the year and reasonably
present your Company’s financial condition and results of
operations.

In terms of the provisions of Section 134 of the Act, the
Board to the best of its knowledge and ability, confirms 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 your
Company at the end of the financial year and of the
profit of your 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 your 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 your
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.

CORPORATE GOVERNANCE

Your Directors re-affirm their continued commitment to
the best practices of Corporate Governance. Corporate
Governance principles form an integral part of the core
values of your Company. Your Company is in compliance
with the provisions relating to Corporate Governance.

The Report on Corporate Governance for the year,
as stipulated under Regulation 34 of the SEBI Listing
Regulations, is presented in a separate Section, and forms
an integral part of this Annual Report. A certificate from
M/s. M. Siroya and Company, Practicing Company Secretary
regarding compliance of conditions of corporate governance
as stipulated under Chapter IV read with relevant Schedule

to the SEBI Listing Regulations is annexed to this Report as
Annexure-4.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

In terms of the provisions of Section 186 of the Act read
with the Companies (Meetings of the Board and its Powers)
Rules, 2014, disclosures relating to loans, guarantees and
investments as on March 31, 2025 are given in the Notes
nos. 6, 7 and 54 to the Standalone Financial Statements
forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year, as
stipulated under the SEBI Listing Regulations, is presented in
a separate Section and forms an integral part of this Annual
Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In accordance with the Regulation 34(2)(f) of the SEBI Listing
Regulations, a separate Section on Business Responsibility
and Sustainability Report describing the initiatives taken by
your Company from Environmental, Social and Governance
perspective forms an integral part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

During the year, all contracts / arrangements / transactions
entered into by your Company with Related Parties were on
arm’s length basis and in the ordinary course of business.
There are no material transactions with any Related Party
as defined under Section 188 of the Act, read with the
Companies (Meetings of Board and its Powers) Rules, 2014.
Accordingly, the disclosure of Related Party Transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is
not applicable.

In line with the requirements of the Act and the SEBI Listing
Regulations, all Related Party Transactions have been
approved by the Audit Committee and reviewed by it on a
periodic basis. Your Company has formulated a ''Policy
on Related Party Transactions’, which is available on your
Company’s website at https://www.welspuncorp.com/
company-policies.php

The details of contracts and arrangements with Related
Parties of your Company for the financial year ended March
31,2025, are given in Note no. 42 to the Standalone Financial
Statements, forming part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment / Re-appointment of Directors

During the year, the following changes took place in the
Board and Key Managerial Personnel:-

• Mr. Ravindra Pandey (DIN:07188637) has been
appointed as Non-Executive, an Independent Director
for the first term of three consecutive years with effect
from October 21,2024.

• Mr. Raghupal Singh (DIN:09583239) has been appointed
as Non-Executive, Non-Independent Director of your
Company, as a representative of LIC, with effect from
December 9, 2024, liable to retire by rotation.

• Mr. Chandra Shekhar Verma (DIN:00121756) has been
appointed as Non-Executive, an Independent Director
for the first term of three consecutive years with effect
from December 9, 2024.

The expertise and experience of Mr. Ravindra Pandey,
Mr. Raghupal Singh and Mr. Chandra Shekher Verma, are
provided in the Report on Corporate Governance which
forms part of this Annual Report.

In accordance with the provisions of the Act and the Articles
of Association of your Company, Mr. Rajesh R. Mandawewala
(DIN:00007179) is retiring by rotation at the forthcoming
AGM and being eligible for re-appointment, he has been
recommended for re-appointment by the Board.

Details about the Director being re-appointed are given in
the Notice of the ensuing AGM which is being sent to the
Members along with this Annual Report.

Cessation/Retirement of Director

Ms. Amita Misra (DIN:07942122), an Independent Director,
ceased to be a Director of your company due to completion
of her term, as an Independent Director with effect from
close of business hours on October 21,2024.

The Board placed on record its sincere appreciation for the
valuable contribution and services rendered by Ms. Amita
Misra during her tenure with your Company.

There is no pecuniary or business relationship between the
Non-executive Directors and your Company, except for the
sitting fees and renumeration payable to the Non-Executive
Directors, in accordance with the applicable laws and
approval of the Members of your Company.

Key Managerial Personnel

In terms of the provisions of Sections 2(51) and 203
of the Act read with the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014,
Mr. Vipul Mathur, Managing Director & CEO; Mr. Percy Birdy,
Chief Financial Officer and Mr. Kamal Rathi, Company
Secretary, Compliance officer & Nodal Officer are the key
managerial personnel ("KMP") of your Company as on
March 31,2025.

During the year, Mr. Paras Shah resigned from the position of
Assistant Company Secretary, Compliance officer and Nodal
officer of your Company and in his place Mr. Kamal Rathi
appointed as the Company Secretary, Compliance Officer
and Nodal Officer effective from November 8, 2024.

Meetings of the Board

A calendar of meetings is prepared and circulated in advance
to the Directors.

The Board of your Company met 8 (Eight) times during the
financial year 2024-25 to deliberate on various matters. The
meetings were held on April 26, 2024; May 30, 2024; August
7, 2024; September 2, 2024; November 8, 2024; February 5,
2025; March 20, 2025 and March 21, 2025. Further details
are provided in the Report on Corporate Governance, which
forms an integral part of this Annual Report.

Independent Directors

Your Company has received declarations from all the
Independent Directors, confirming that:

- they meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI Listing Regulations;

- they are not aware of any circumstance or situation
which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with an objective of independent judgement and
without any external influence; and

- they have registered their names in the Independent
Directors Databank.

Your Company’s Board is of the opinion that the
Independent Directors possess requisite qualifications,
experience and expertise in Corporate Governance,
Compliance, Financial Literacy, General Management,
Human Resource Development, Industry Knowledge,
Technology, Digitisation & Innovation, Marketing, Risk
Management, Strategic Expertise and Sustainability and
they hold highest standards of integrity. Please refer to the
disclosure made in the Report on Corporate Governance
forming part of this Annual Report.

The key additional criteria for independence are mapped as under:

Key Independence Criteria	AA	DS	MC	RP	CV
The director must not have been employed by your Company in an executive capacity within the last five years.	V	V	V	V	V
The director must not accept or have a "Family Member who accepts any payments from your Company or any parent or subsidiary of your 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 your Company''s securities; or ii) payments under non¬ discretionary charitable contribution matching programs. Payments that do not meet these two criteria are disallowed	V	V	V	V	V
The director must not be a "Family Member" of an individual who is, or during the past three years was employed by your Company or by any parent or subsidiary of your Company as an executive officer.	V	V	V	V	V
The director must not be affiliated with a Company that is an adviser or consultant to your Company or a member of your Company’s senior management	V	V	V	V	V
The director must not be affiliated with a significant customer or supplier of your Company	V	V	V	V	V
The director must have no personal services contract(s) with your Company or a member of your Company’s senior management	V	V	V	V	V
The director must not be affiliated with a not-for-profit entity that receives significant contributions from your Company	V	V	V	V	V
The director must not have been a partner or employee of your Company’s outside auditor during the past three years	V	V	V	V	V
The director must not have any other conflict of interest that the board itself determines to mean that they cannot be considered independent	V	V	V	V	V

AA - Mr. Anjani Agrawal, DS - Ms. Dipali Sheth, MC - Mr. Manish Chokhani, RP - Mr. Ravindra Pandey, CV - Mr. Chandra
Shekhar Verma.

All the Independent Directors on the Board of your Company are registered with the Indian Institute of Corporate Affairs,
Manesar, Gurgaon ("MCA") as notified by the Central Government under Section 150(1) of the Act and shall undergo online
proficiency self-assessment test, as may be applicable, within the time prescribed by the IICA.

Shareholding of the Directors

The details of shareholding of the Directors are provided in the Report on Corporate Governance forming part of this Annual
Report.

Committees of the Board

The Board Committees play a crucial role in the governance structure of your Company and have been constituted to deal
with specific areas / activities as mandated by applicable regulations; which concern your 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, powers & duties and responsibilities. The Chairperson of the
respective Committees 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.

During the year, all recommendations of the Committees
of the Board which were mandatorily required have been
accepted by the Board.

Information on the Audit Committee, the Nomination
and Remuneration Committee ("NRC"), the Stakeholders’
Relationship Committee, the Risk Management Committee,
the ESG Committee and the CSR Committee and meetings
of those committees held during the year are provided in the
Report on Corporate Governance forming part of this Annual
Report. Further the other details pertaining to the date on
which the Committee meetings were held are also provided
in the Report on Corporate Governance.

NOMINATION AND REMUNERATION POLICY

Your Company has in place a policy for remuneration
to the Directors, the Key Managerial Personnel and the
Senior Management Personnel, as well as a well-defined
criteria for the selection of candidates for appointment to
the said positions which has been approved by the Board.
The Nomination and Remuneration Policy broadly lays
down the guiding principles and the basis for payment of
remuneration to the executive and non-executive Directors
(by way of sitting fees and remuneration), the Key Managerial
Personnel and the Senior Management Personnel.

The Remuneration Policy of your Company, as formulated by
the NRC of the Board is available on your Company’s website
at https://www.welspuncorp.com/uploads/investor_data/
investorreport__108.pdf

PARTICULARS OF EMPLOYEES

The percentage increase in remuneration, ratio of
remuneration of each director and key managerial personnel
(KMP) (as required under the Act) to the median of
employees’ remuneration as required under Section 197(12)
of the Act, read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is
annexed to this Report as Annexure 5.

The statement containing the list of top 10 employees in
terms of remuneration drawn, particulars of employees
employed throughout the year and in receipt of remuneration
of '' 1.02 Crore or more per annum and employees employed
for part of the year and in receipt of remuneration of '' 8.5
lakh or more per month in terms of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is available on the website of the Company
at https://welspuncorp.com/agm-2025.php. The Annual
Report is being sent to the shareholders excluding the
aforesaid statement. Shareholders interested in obtaining
this information may access the same from the Company’s

website. In accordance with Section 136 of the Act, this
statement is available for inspection by shareholders
through electronic mode.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company has established a mechanism for directors
and employees to report instances and concerns about
unethical behaviour, actual or suspected fraud, or violation of
your Company’s Code of Conduct. It also provides adequate
safeguards against the victimisation of employees, who avail
the mechanism and allows direct access to the Chairman of
the Audit Committee in exceptional cases. During the year,
no person was denied access to the Chairman of the Audit
Committee.

The details of the Vigil Mechanism are also provided in the
Report on Corporate Governance, which forms an integral
part of this Annual Report. The policy on establishment of
Vigil Mechanism for directors and employees is available on
your Company’s website at https://www.welspuncorp.com/
uploads/investor_data/investorreport__1207.pdf

FORMAL ANNUAL EVALUATION
Background

The performance evaluation of the Board, its Committees,
Chairman 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 Board’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 parameter. The
questionnaire is reviewed periodically and updated in line
with the change in the business and regulatory framework.

Mode of evaluation

Assessment is conducted through a structured questionnaire.
Each question contains a scale of "0" to "3". Your 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 financial year 2024-25 the annual performance
evaluation was carried out by the Directors, which included
evaluation of the Board, Independent Directors, Non¬
independent Directors, Executive Director, Chairman,
Committees of the Board, Quantity, Quality and Timeliness
of Information to the Board.

Results

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

• Board expresses satisfaction on its functioning and
that of its Committees.

• Board has demonstrated strong effectiveness across
key areas including strategic oversight, decision¬
making, governance, and stakeholder engagement.
Directors collectively confirmed that Board operates
transparently, with high ethical standards and a sound
understanding of your Company’s strategic priorities
and risks. While overall performance is satisfactory,
continued focus on enhancing diversity, succession
planning, and Board-management engagement could
further strengthen the Board’s effectiveness.

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

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

AUDITORS AND AUDIT REPORTS
Statutory Auditors

M/s. B S R & Co. LLR Chartered Accountants (Registration No.
101248W/W-100022), were appointed as Statutory Auditors
of your Company for the first term of 5 (five) consecutive
years, to hold office from 29^th AGM till the conclusion of the
34^th AGM of your Company.

The observations made by the Statutory Auditors on the
Financial Statements (Standalone and Consolidated) of your
Company, in their Report for the financial year ended March
31, 2025, read with the Notes therein, are self-explanatory
and, therefore, do not call for any further explanation or
comments from the Board under Section 134(3)(f) of the
Act. The Auditors’ Report does not contain any qualification,
reservation, disclaimer or adverse remark.

Cost Auditors

Your Company is required to prepare and maintain the cost
accounts and cost records pursuant to Section 148(1) of
the Act read with Rules made thereunder. Your Company

had appointed M/s. Kiran J. Mehta & Co., Cost Accountants
as the Cost Auditors of your Company for auditing cost
accounting records for the financial year 2024-25. The Cost
Audit Report for the financial year 2023-24 was filed by your
Company with the Ministry of Corporate Affairs on August
29, 2024.

Based on the recommendation of the Audit Committee, the
Board appointed M/s. Kiran J. Mehta & Co, Cost Accountants
(Firm Registration No. 000025), as the Cost Auditors of your
Company for the financial year 2025-26. Your Company
has received consent from M/s. Kiran J. Mehta & Co, Cost
Accountants, to act as the Cost Auditor of your Company
for FY 2025-26, along with the certificate confirming their
eligibility.

In accordance with the provisions of Section 148(1) of the
Act and Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the Cost Auditor
is required to be ratified by the Members of your Company.
Accordingly, an Ordinary Resolution, for ratification of
remuneration payable to the Cost Auditor for FY 2025-26,
forms part of the Notice of ensuing AGM.

Secretarial Auditors

The Board had appointed M/s. M. Siroya and Company,
Company Secretaries (Certificate of Practice Number: 4157)
to undertake the Secretarial Audit of your Company for the
Financial Year 2024-25.

Secretarial Audit Report given by M/s. M. Siroya and
Company, Company Secretaries is annexed to this Report
as Annexure-6. The observations made by the Secretarial
Auditor are self-explanatory and, therefore, do not call for
any further explanation or comments from the Board under
Section 134(3)(f) of the Act. The Secretarial Audit Report
does not contain any qualification, reservation, disclaimer or
adverse remark.

The Annual Secretarial Compliance Certificate duly signed
by M/s. M. Siroya and Company, Company Secretaries has
been submitted to the Stock Exchanges in accordance with
the provisions of the SEBI Listing Regulations.

Welspun Pipes INC is a Material Unlisted foreign Subsidiary
of your Company as on March 31, 2025. However, being a
foreign subsidiary the requirement under Regulation 24A of
the SEBI Listing Regulations regarding the Secretarial Audit
of Material Unlisted Indian Subsidiary is not applicable to
your Company for the Financial Year 2024-25.

Welspun DI Pipes Limited ("WDI Pipes"), an unlisted Indian
Subsidiary, qualified as a material Subsidiary of your

Company based on the audited consolidated financial
statements for the year ended March 31, 2025. In terms
of the provisions of Regulation 24A of the SEBI Listing
Regulations, the Secretarial Audit Report of WDI Pipes
for the financial year ended March 31, 2025 is annexed to
this Report as Annexure 7. The Secretarial Audit Report of
WDI Pipes does not contain any qualification, reservation,
disclaimer or adverse remark. There are no other Indian
material unlisted subsidiaries.

Pursuant to the provision of Section 204 of the Act, read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of
SEBI Listing Regulations and at the recommendation of the
Audit Committee, the Board has recommended to appoint
M/s. Siroya and BA Associates, Company Secretaries,
(Firm Registration Number: P2019MH074300), as Secretarial
Auditor of your Company for a term of five (5) consecutive
years commencing from FY 2025-26 till FY 2029-30 subject
to the Member’s approval at the ensuing AGM. Accordingly,
an Ordinary Resolution for appointment of the Secretarial
Auditor forms part of the Notice of ensuing AGM,

Your Company received peer review certificate and eligibility
cum consent letter from M/s. Siroya and BA Associates,
Company Secretaries confirming their eligibility when
appointed as the Secretarial Auditor.

Secretarial Standards

During the year, your Company is in compliance with the
applicable Secretarial Standards specified by the Institute of
Company Secretaries of India.

Internal Auditors

In terms of the provisions of Section 138 of the Act, read
with the Companies (Account) Rules, 2014, and based on
the recommendation of the Audit Committee, your Company
has appointed M/s. Deloitte Touche Tohmatsu India LLP, as
the Internal Auditors of your Company.

Reporting of Frauds by the Auditors

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

INTERNAL CONTROLS & INTERNAL AUDIT

Your Company has adequate internal control system, which
is commensurate with the size, scale and complexity of
its operations. Your Company has a process in place to
continuously monitor existing controls and identify gaps

and implement new and / or improved controls wherever the
effect of such gaps would have a material impact on your
Company’s operation. The controls were tested during the
year under Report and no reportable material weaknesses
either in their design or operations were observed. In other
observations, appropriate corrective actions were taken as
advised by the Audit Committee.

At the beginning of each financial year, a risk-based annual
audit plan is rolled out after it is approved by the Audit
Committee and the Board. The audit plan aims to evaluate
the efficacy and adequacy of the internal control system(s)
and compliance(s) thereof, robustness of internal processes,
policies and accounting procedures, compliance with laws
and regulations.

The Internal Audit is carried by independent external audit
firm consisting of qualified accountants, domain & industry
experts, fraud risk and information technology cyber security
specialists.

Based on the reports of Internal Auditor, corrective actions
were taken, wherever required. Significant audit observations
and corrective actions thereon are presented by the Audit
Committee to the Board.

The Internal Auditor presents their reports to the Audit
Committee.

RISK MANAGEMENT

With its fast and continuous expansion in different areas of
businesses across the globe, your Company is exposed to
plethora of risks which may adversely impact growth and
profitability. Your Company recognizes that risk management
is of concern to all levels of the businesses and requires a
structured risk management policy and process involving
all personnel. With this objective, your Company had
formulated structured Risk Management Policy thereby to
effectively address those risks such as, strategic, business,
regulatory and operational risks, including cyber security
& data Privacy risks. The Policy envisages identification of
risks by each business segment 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 risks identified are regularly reviewed by the internal risk
management committee and also by a committee of the
Managing Director & CEO of your Company and the relevant
senior executives and the appropriate actions for mitigation
of risks are advised; the risk profile is updated on the basis of
change in the business environment. The Risk Management
Committee, periodically reviews the risk management
process, risks and mitigation plans and provide appropriate

advise in the improvement areas, if any, identified during the
review.

For the key business risks identified by your Company,
please refer paragraph on Enterprise Risk Management in
Management Discussion and Analysis Report forming part
of this Annual Report.

FAMILIARIZATION PROGRAM FOR INDEPENDENT AND
NON EXECUTIVE DIRECTORS

The Directors of your Company are provided opportunities to
familiarize themselves with your Company, its Management
and its operations. The Directors are provided with all the
documents to enable them to have a better understanding
of your Company, its various operations and the industry in
which it operates.

The roles and responsibilities of the Independent Directors
of your Company are informed to them at the time of
their appointment through a formal letter of appointment,
which also stipulates various terms and conditions of their
engagement.

Strategic Presentations are made to the Board where
Directors get an opportunity to interact with Senior
Management. Directors are also informed of the various
developments in the Company through Press Releases,
emails, etc.

As part of the Company’s annual strategy planning process,
your Company organised a management strategy offsite
with the Board to deliberate on various topics related to
strategic planning, progress of ongoing strategic initiatives,
risks to strategy execution and the need for new strategic
programs to achieve the Company’s long-term objectives.
This serves the dual purpose of providing the Board
members a platform to bring their expertise to various
strategic initiatives, while also providing an opportunity
for them to understand detailed aspects of execution and
challenges relating to the specific theme.

In terms of the Regulation 25(7) of the SEBI Listing
Regulations, your Company organized various
familiarization programs for its Directors including Industry
Outlook, Presentations on Internal Control over Financial
Reporting, Regulatory updates, Prevention of Insider Trading
Regulations, Framework for Related Party Transactions,
Plant Visit, Meeting with Senior Executive(s) of your
Company, Corporate Social Responsibility Strategy etc.

The details of familiarization program (for independent
directors) are disclosed on the website of your Company

at https://www.welspuncorp.com/uploads/investor_data/
investorreport__1209.pdf

During the reporting year, the Independent Directors spent
~152 hours on several familiarization program. During the
year, your Company also conducted a separate sessions
on ESG familiarization, Human Resource Familiarization for
directors as part of the committee meetings.

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

Your Company has zero tolerance for sexual harassment
at workplace. Your Company has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment
at Workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (''POSH Act’), and the Rules
framed thereunder. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The Policy
is gender inclusive, and the framework ensures complete
anonymity and confidentiality.

Your Company has constituted Internal Complaints
Committee (ICC) to redress and resolve any complaints
arising under the POSH Act. The ICC comprises of internal
as well external members.

There were no complaints pending at the beginning of the
year. During the year, your Company has not received any
complaints under POSH Act. Your Company is committed to
providing a safe and conducive work environment to all its
employees and associates.

Your Company has organised induction training for new
joiners, online training and refresher modules, virtual and
classroom trainings, emailers and posters to sensitise the
employees to conduct themselves in manner compliant with
the POSH Policy.

MISCELLANEOUS DISCLOSURES

• During the year under Report, there was no change in the
general nature of business of your Company. Further,
no material change or commitment has occurred
which would have affected the financial position of
your Company between the end of the financial year to
which the financial statements relate and the date of
this Report.

• No significant and material order was passed by the
regulators or courts or tribunals which would have
impacted the going concern status and your Company’s
operations in future.

• The Managing Director & CEO of your Company does
not receive any remuneration or commission from any
of its subsidiaries.

• Your 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.

• There was no revision of financial statements and
Board’s Report of your Company during the year under
review.

• The details of the Nodal Officer appointed by your
Company under the provisions of Investor Education

and Protection Fund are provided in the Report on
Corporate Governance and Shareholder Information
forming part of this Annual Report.

• There were no proceeding initiated/pending against
your Company under the Insolvency and Bankruptcy
Code, 2016.

ACKNOWLEDGEMENTS

Your directors express their deep sense of gratitude to all
stakeholder, bankers, business associates, contractors,
customers, employees, government authorities, joint venture
partners, suppliers for the support received from them during
the year and look forward to their continued assistance in
future.

For and on behalf of the Board of Directors

Vipul Mathur Balkrishan Goenka

Managing Director & CEO Chairman

DIN : 07990476 DIN: 00270175

Mumbai, May 28, 2025

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Mar 31, 2024

Your Directors present their 29^th Report together with the audited financial statements of your Company for the financial year ended March 31,2024.

1. FINANCIAL RESULTS

(INR in Crores, except EPS)
Particulars	Standalone		Consolidated
	For the year ended		For the year ended
	31.03.2024	31.03.2023*	31.03.2024	31.03.2023
Revenue from operations	9,081.78	7,731.35	17,339.60	9,758.10
Other income	476.51	262.27	242.46	319.98
Total income	9558.29	7993.62	17,582.06	10,078.08
Profit before finance cost, depreciation & tax	965.64	702.61	1,803.89	804.55
Less : Finance costs	205.39	193.84	304.38	243.16
Profit before depreciation & tax	760.25	508.77	1,499.51	561.39
Less: Depreciation and amortization expense	164.75	137.74	347.87	302.97
Add: Share of profit/ (loss) of joint venture and associates	-	-	156.67	75.21
Add: Profit on sale of shares of associate	-	-	105.17	-
Profit before tax	595.50	371.03	1,413.48	333.63
Less : Tax expense
Current Tax	69.68	34.04	139.20	170.58
Deferred Tax	49.47	59.80	138.28	(36.12)
Profit for the year	476.35	277.19	1,136.00	199.17
Net profit/ (loss) attributable to:
Owners	-	-	1,110.40	206.69
Non-controlling interest	-	-	25.60	(7.52)
Earnings per share
(a) Basic (in INR)	18.21	10.61	42.45	7.91
(b) Diluted (in INR)	18.15	10.58	42.32	7.89
Appropriations to Reserves:
Opening balance in Retained Earnings	2,088.96	1,955.99	2,901.12	2,825.52
Addition pursuant to business combination	-	(13.88)	-	-
Profit for the year	476.35	277.19	1,110.40	206.69
Re-measurements of post-employment benefit obligations, net of tax	(1.34)	0.13	(0.98)	(0.06)
Share of OCI of Joint ventures and associates	-	-	(0.32)	(0.44)
Dividend on equity shares	(130.76)	(130.47)	(130.76)	(130.47)
Share issue expenses during the year	-	-	-	(0.12)
Buyback of NCI	-	-	(129.08)	-
Transfer to capital redemption reserve	(351.51)	-	(351.51)	-
Closing balance in Retained Earnings	2,081.70	2,088.96	3,398.87	2,901.12
* Restated Refer note no. 55 of Standalone Financial Statement.

2. HIGHLIGHTS FOR THE YEAR & OUTLOOK. (a) Sales highlights for the year under the Report are as under:
Product	Standalone (in MT)		Consolidated(in MT)
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
MS Pipes	6,23,783	5,72,514	9,79,865	6,58,988
SS Pipes	-	-	4,785	4,059
DI Pipes	-	-	2,05,833	34,383
SS Bars	-	-	15,903	6,869
Billet	1,82,372	1,36,222	1,82,372	1,36,222
TMT Bars	-	-	1,21,757	17,717
Sponge Iron	8,555	33,157	8,555	33,157
Pig Iron	2,31,807	1,58,052	2,31,807	1,58,052
Hot Metal	2,34,805	53,899	2,34,805	53,899
Storage Tanks	-	-	14,172	250

(b) The year under Report was a successful year for your Company as it executed upon its Business Growth & Diversification Strategy. The traditional business of Line Pipes demonstrated a strong performance while significant ramp up continued in the Ductile Iron Pipes, TMT Bars and Stainless Steel businesses. Sintex in it very first year of operation under Welspun Corp has seen satisfactory improvement in its operational and financial performances.

(c) Ductile Iron Pipe in Anjar

As mentioned in the previous report, the Company’s wholly owned subsidiaries after commissioning in FY2022- 23, the state-of-the-art Blast Furnace, Sinter plant, Coke Oven, TMT Bars and DI Pipes facilities contineud to ramp up during the year under report.

The initial capacity of Ductile Iron Pipe plant was envisaged at 400 KMT per annum. However, considering the higher through put of Hot Metal, the Company decided to take the capacity to 600 KMT per annum with a capex of Rs 300 Crores. The facilty has seen faster ramp up.

Faster stabilization and ramp up of the DI Pipe facility is a testimony of best in class equipment and technology, world class processes and quality standards. The faciltiy has already got of the approvals from the key customers and order book remains strong.

(d) Sintex

The water storage tanks (WST) business of Sintex has been ramping up gradually. The company has taken many initiatives to re-energies its entire distribution channels by means of various initiatives

and engagement programmes. WST sales volume rose by 11% in FY2023- 24 over the previous year. Sintex signed an exclusive contract with Rollepaal for supply of machinery and technology for manufacturing of OPVC Pipes.

(e) Line Pipes in India and USA

The line pipe business has witnessed significant volume growth both in India and the USA backed by robust demand and world class execution capabilities of the Company. The total sales volume in India and USA rose 49% in FY 2023-24 over the previous year. the companys associate company EPIC in Saudi Arabia also has seen significant improvement in the performance backed by robust demand both from Oil & Gas and water segments. EPIC has strong order book visibility of more than 2 years.

(f) TMT Rebar facilities in Anjar

The TMT rebar segment has seen a steady ramp up in FY 2023-24. the company has significantly expanded its market presence, now covering 94% of districts in Gujarat and partnering with 289 dealers.

(g) Stainless Steel Bars and Pipes & Tubes

Welspun Specialty Solutions Limited, our subsidiary Company has completed its turnaround in the year under report as the Subsidiary company achieved a milestone by marking the first year of profitability. Geography and territory expansion continues along with customer acquisitions- resulting in addition 45 new customers. The subsidiary Company has developed and delivered many high quality grades for niche and critical applications during the year.

(h) Scheme of Arrangement between Welspun Metallics Limited ("the Transferor Company") and Welspun Corp Limited ("the Tranferee Company") and their respective shareholders ("the Scheme").

As mentioned in the previous annual report, about Scheme of Arrangement between Welspun Metallics Limited (a wholly - owned Subsidiary) and Welspun Corp Limited the Company is pleased to inform that, the Ahmedabad Bench of National Company Law Tribunal ("NCLT") has vide order pronounced on October 27, 2023 ("the Order") sanctioned the Scheme of Amalgamation of Welspun Metallics Limited (''the Transferor Company’) with Welspun Corp Limited (''the Transferee Company’) and their respective shareholders ("the Scheme"). In terms of the Scheme, the captioned Scheme has become effective from the date of passing of the Order by the NCLT i.e., October 27, 2023 with the Appointed Date of April 1,2022.

(i) Scheme of Arrangement between Mahatva Plastic Products and Building Materials Private Limited ("the Transferor Company") and Sintex-BAPL Limited ("the Transferee Company") and their respective shareholders ("the Scheme").

As mentioned in the previous annual report, about Scheme of Amalgamation of Mahatva Plastic Products and Building Materials Private Limited, (a wholly - owned Subsidiary) with Sintex-BAPL Limited (another wholly owned subsidiary) and their respective shareholders, the board is pleased to inform that, the Ahmedabad Bench of National Company Law Tribunal ("NCLT") vide the order pronounced on May 16 , 2024 ("the Order") sanctioned the Scheme of Amalgamation of Mahatva Plastic Products and Building Materials Private Limited with Sintex-BAPL Limited and their respective shareholders. In terms of the Scheme, the captioned Scheme has become effective from the date of passing of the Order by the NCLT i.e., May 16, 2024 with the Appointed Date of 29th March 2023.

(j) ESG Initiatives

In continuation to the ESG initiatives undertaken by your Company during the year, your Company has published its second Sustainability Report for FY 2022-23, comprehensively reporting its sustainability performance across the environment, social, and governance domains, highlighting the progress made by the Company over its sustainability goals and its alignment with global frameworks like the GRI, UN SDGs, and SASB standards.

In addition, your Company also published its Tax Transparency Report, ensuring compliance with tax laws and demonstrating to uphold the highest standards of tax transparency.

Your Company was ranked in the Top 4 Percentile in Global Steel Industry in S&P Global’s DJSI Corporate Sustainability Assessment with a score of 68.

(k) Outlook

The business outlook for your company remains strong for all its buisness. The key focus areas of the Company remain DI Pipes and Sintex. The strategic focus of the Company remains on water infrastructure.

Continuous strong focus of the government on improving water infrastructure in the Country is expected to continue helping demand for DI Pipes. Schemes of the GOI viz. "Jal Jeevan Mission", "Nal Se Jal" and "Amrut" for providing safe and sufficient drinking water to rural and urban households and "Swachh Bharat Mission, Gramin" for solid and waste management across the villages in India will be supportive for DI Pipes demand in India. The Company has strong order book for DI Pipes covering around 9-10 months.

Water scarcity is putting more emphasis on the water storage which shall be helpful for WST business of Sintex. For the existing water storage business, the focus has been on reviving the channel by engaging with retailers and influencers and also reinvigorating the brand with improved brand visibility strategy. Sintex has also announced its foray into plastic pipes business on a pan India basis. This will provide huge growth opportunity to Sintex going forward, as the plastic pipes market is likely to reach a size of Rs 1,30,000 Crores in 2030. The focus will be on the building and infrastructure segments which are likely to grow at a faster rate.

For the line pipes business in India, outlook remains strong for both Oil & Gas and water segments. In case of Oil 7 Gas, demand has recovered with further expansion of gas pipeline grid across the country. Additional 10,000 km of pipelines are likely to be installed in the next 2- 3 years. Pipelines for City Gas Distribution has been progressing and in at least 50% of geographical areas yet to be installed. Moreover, the Central Government has recently sanctioned the scheme for development of pipeline infrastructure for the injection of compressed biogas (CBG) into city gas distribution (CGD). Export opportunities particularly for LSAW Pipes remain strong, while hydrogen pipelines are also picking up indicating promising future.

On the water side, demand for irrigation pipelines has been growing steadily and interlinking of rivers provides huge opportunities going forward. States like Gujarat, MR Rajasthan, Tamil Nadu and Karnataka are exponentially increasing the water pipeline network for irrigation, industrialization and urbanization purposes. The "Jal Jeevan Mission" has been supporting the strong demand.

US is likely to defend its position of being the largest LNG exporter in the world. Very active drilling activity in the Permian Basin continues, leading to strong demand for new gas pipelines for bringing the Rermian gas to the Gulf Coast. At least 2-3 new pipelines in the Permian region and at least one of them is likely to get concluded in CY2024. With our impeccable track record of executing large projects, we are confident of booking new orders to ensure business continuity in CY2024 itself.

In the Kingdom of Saudi Arabia, both Oil & Gas and Water demand is exponentially increasing and our Associate Company, ERIC now commands dominating presence in this market. Saudi Aramco is expanding its oil production capacity from 12 mbpd to 13 mbpd by 2027 and have budgetary allocation of spending almost US$10 billion per year. Consequently, multiple projects for Oil & Gas are being announced and awarded in the recent past. Further SWCC and SWRC are exponentially increasing their capacity for transporting desalinated water through pipelines. With massive urbanization and industrialization currently happening in KSA under the Vision 2030 umbrella, the demand for the pipelines will continue to grow for next 5- 7 years.

Steady ramp up has been there in our TMT plant. The Government of India is investing heavily in infrastructure projects, such as roads, railways, and power plants. This is leading to increased demand for TMT Rebars. Additionally the construction sector (individual housing) and urbanization are also key drivers for demand in the TMT Rebars sector. Your Company has secured multiple approvals and accreditations is selling the products under "Welspun Shield" brand both in projects and B2C segments.

The Stainless Steel Bars and Pipes segment, after the complete turnaround, will continue to focus on new product development and introduction. More value added grades and further geography and territory expansion envisaged during FY 2024-25. Welspun Specialty is gradually firming up position based on its strategy and the strong foundation created during FY 2023-24. The Company will continue to focus on strategic cooperation and securing approvals and

accreditations.

3. RESERVES, DIVIDEND & DIVIDEND POLICY.

The Board is pleased to recommend a dividend @ 100% for the year ended March 31,2024 i.e. INR 5 per equity share of INR 5/- each fully paid-up out of the net profits for the year.

Further the Board recommends a preference dividend at the stipulated rate of 6% per share (i.e. INR 0.60) on the 35,15,1 1,571, Coupon 6% Cumulative Redeemable Preference Shares of the face value of INR 10/- each fully paid up aggregating to INR 3,51,51,15,710/-from April 1, 2023 to September 18, 2023 i.e date of redemption.

In respect of the dividend declared for the previous financial years on Equity Shares, INR 12,52,239.13/-remained unclaimed as on March 31,2024.

The equity dividend outgo for the FY 2023-24 would absorb a sum of INR 130.83 Crores as against INR 130.76 Crores comprising the dividend of INR 5 per Ordinary (Equity) Share of the face value of INR 5/-each for the previous year. Dividend will be payable subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Record Date.

During the year under Report, the Company has transferred dividend of INR 1,121,936 remaining unclaimed for the financial year 2015-16 to the Investor Education and Protection Fund. Detail of unclaimed dividend is available on the website of the Company at the web-link: "http://www.welspuncorp.com" under the tab "Investors -> Unclaimed Dividend" https://www.welspuncorp.com/unclaimed-dividend. php

The Board does not propose to transfer any amount to General Reserves.

In terms of the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors approved and adopted Dividend Distribution Policy of the Company setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders and/ or retaining the profits earned by the Company. The Policy is annexed to this Report as Annexure - 1 and is also available on the website of the Company at the web-link: "http://www.welspuncorp.com" under the tab "Investors -> Company Policies"

https://www.welspuncorp.com/uploads/investor_ data/investorreport_116.pdf

4. INTERNAL CONTROLS & INTERNAL AUDIT

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on your Company’s operation. The controls were tested during the year under Report and no reportable material weaknesses either in their design or operations were observed. In other observations, appropriate corrective actions were taken as advised by the Audit Committee.

At the beginning of each financial year, a risk-based annual audit plan is rolled out after it is approved by the Audit Committee and the Board. The audit plan aims to evaluate the efficacy and adequacy of the internal control system(s) and compliance(s) thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations.

The Internal Audit is carried by independent external audit firm consisting of qualified accountants, domain & industry experts, fraud risk and information technology cyber security specialists.

Based on the reports of internal auditor, corrective actions are taken, wherever required. Significant audit observations and corrective actions thereon are presented by the Audit Committee to the Board.

The Internal Auditor presents their reports to the Audit Committee.

5. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

Highlights & Significant Subsidiaries, Joint Ventures/ Associates are as under:

• Welspun Pipes Inc., Welspun Tubular LLC and Welspun Global Trade LLC, are wholly owned subsidiaries in the USA. Welspun Pipes Inc. which is holding investment in Welspun Tubular LLC and Welspun Global Trade LLC has reported a consolidated Revenue of INR 6,223 Crores in the current year as compared to INR 1532 Crores in the previous year, registering an increase of 306 %. Its consolidated profit after tax is INR 499 Crores as compared to Loss of INR 52 Crores in the previous year.

• Welspun DI Pipes Limited, a wholly owned subsidiary engaged in production of DI Pipes has reported a Revenue of INR 1514 Crores in the current year as compared to INR 266 Crores in the previous year, an increase of 470 %. Its profit after tax is INR 102 Crores as compared to loss of INR 23 Crores in the previous year.

• Anjar TMT Steel Private Limited, a wholly owned subsidiary engaged in production of Billets and TMT Bars has reported a Revenue of INR 648 Crores in the current year as compared to INR 139 Crores in the previous year. an increase of 366% the previous year. Its loss after tax is INR 25 Crores as compared to loss after tax of INR 13 Crores.

• East Pipes Integrated Company for Industry, an

associate (31.50% shareholding) of the Company engaged in business of manufacturing and coating of HSAW pipes has reported a Revenue of INR 3,407 Crores in the current year as compared to INR 3,083 Crores in the previous year, an increase of 10%. Its profit after tax is INR 591 Crores as compared to profit of INR 214 Crores in the previous year. EPIC is certified to produce pipes of grades up to API 5L X-80, which are suitable for midstream water and oil and gas transmission with the most suitable high-quality pipe solutions. EPIC carefully manages its costs and overheads in order to remain highly competitive in bidding for new orders, particularly from government and government-owned entities such as Water Conversion Corporation (SWCC) and Saudi Arabian Oil Company ("Saudi Aramco”).

A report on the performance and financial position of each of the subsidiaries, joint venture & associates companies included in the consolidated financial statement is presented in Form AOC-1 annexed to this Report as Annexure - 2.

Financial statements of the subsidiaries and joint venture are hosted on the website at the web-link: "http://www.welspuncorp.com” under the tab "Investors -> Subsidiary Accounts”. https://www.welspuncorp.com/subsidiary-accounts.php

6. DEPOSITS

The Company has not accepted any deposit within the meaning of the Chapter V to 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.

7. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A)

During the financial year under review, no funds have been raised by the Company through preferential allotment or qualified institutions placement, and no such funds raised during the preceding years were lying unutilized as at the beginning of the financial year under review.

8. AUDITORSi) Statutory Auditors:

The second term of your Company’s Auditors M/s Price Waterhouse Chartered Accountant LLP, Chartered Accountants (ICAI Firm Registration No. 012754N/ N500016), who were appointed as Statutory Auditors of the Company to hold the office from the conclusion of 24^th Annual General Meeting held for FY 2018-19 until the conclusion of 29^th Annual General Meeting to be held for FY 2023-24, is expiring at the forthcoming 29^th Annual General Meeting for FY 2023-24.

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part during the financial year under Report is INR 3.68 Crores. Pursuant to Section 139 of the Companies Act, 2013 and at the recommendation of the Audit Committee ,the Board has also recommended to appoint M/s B S R & Co. LLP (Firm Registration No.101248W/W-100022), Chartered Accountants as the statutory auditor for the first term of appointment with effect from the conclusion of the ensuing 29^th Annual General Meeting for FY 2023-24 till the conclusion of the 34^th Annual General Meeting for FY 2028-29 subject to approval of the members at the forthcoming Annual General Meeting.

The Company received peer review certificate and eligibility cum consent letter from M/s B S R & Co. LLP (Firm Registration No.01248W/W-100022, Chartered Accountants confirming their eligibility when appointed as the statutory auditors.

ii) Cost Auditors:

The Board had appointed M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), as Cost Auditor for conducting the audit of cost records of the Company for the FY 2023-24.

The Board of Directors at the recommendation of the Audit Committee, appointed M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), as the Cost Auditors of the Company for the Financial Year 2024-25 under section 148 of the Companies Act, 2013. M/s. Kiran J. Mehta & Co, Cost Accountants have confirmed that their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3) and proviso to section 148(3) read with section 141(4) of the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly the members are requested to approve their remuneration by passing an ordinary resolution pursuant to Rule 14 of the Companies (Audit and Auditors) Rules, 2015 as included in the Notice convening 29^th Annual General Meeting.

iii) Secretarial Auditors:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. M. Siroya and Company, Practicing Company Secretary (Certificate of Practice Number: 4157) to undertake the Secretarial Audit of the Company for the FY 2023-24.

The Board of Directors have appointed M/s. M. Siroya and Company, Practicing Company Secretary, as the Secretarial Auditor of your Company for the Financial Year 2024-25.

iv) Internal Auditors:

Pursuant to the provisions of section 138 of the Companies Act, 2013 and the Companies (Account) Rules, 2014, the Company has appointed M/s. Deloitte Touche Tohmatsu India LLP as the Internal Auditors for the pipes and steel division of the Company. Earlier M/s. KPMG Assurance and Consulting Services LLP, Chartered Accountants were the Internal Auditors for the steel division of the Company, who tenure is expired on the March 31,2024.

9. AUDITORS'' REPORT(a) Statutory Auditors'' Report:

The Auditor’s observations read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

(b) Cost Audit Report :

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

The Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of the Company for auditing cost accounting records for the financial year 2024-25. The Cost Audit for the FY 2022-23 was e-filed on August 25, 2023.

The Cost Audit for the FY 2023-24 is under progress and the cost audit report will be e-filed to the Ministry of Corporate Affairs, Government of India, in due course.

(c) Secretarial Audit Report :

Secretarial Audit Report given by M/s. M. Siroya and Company, Company Secretaries is annexed with the Report as Annexure 3. The Report, read with the annexure thereto, contain following statement of facts, which are explained / commented by the Board as under:-

• Structured Digital Database ("SDD") software was in place, however, there were delays in making certain entries of UPSIs shared during the period. The Company is advised to strengthen the mechanism for regularly and timely updating all the requisite entries in the SDD on real time basis. The Board noted the above observation and advised the executive management to strengthen the process by organizing more awareness sessions.

• Calcutta Stock Exchange (CSE) had frozen

demat accounts of Mr B.K. Goenka (NonExecutive Chairman and Promoter), Mr Rajesh Mandawewala (Non-Executive Director &

Promoter), Mr Vipul Mathur (MD & CEO), Mr Anjani Agrawal (Independent Director) and Ms Dipali Sheth (Independent Director), due to suspension of listing. Subsequently, the aforesaid Demat accounts have been unfrozen vide CSE letter dated February 16, 2024 and the Company has applied for revocation of suspension vide its application dated March 26, 2024 post which application shall be re-submitted for delisting from the CSE.

The Company was listed on Calcutta Stock Exchanges ("CSE") in the year 1999. The Company had obtained shareholders approval and applied for delisting of equity shares from CSE in the year 1999-2000. Despite several follow up with CSE for

delisting no action was taken by CSE till 2003 and thereafter the Company came to know that CSE did not have committee for delisting and hence application remained pending. The Company did not do further follow up thereafter and assuming that the company application for delisting would be processed after formation of delisting committee by CSE. Now suddenly in December 2023, CSE has frozen demat accounts of some of the directors and informed the company about suspension of the company listing. The company officials visited CSE in the month of January 2024 to explain and resolve the matter, however this was unsuccessful. The Demat Accounts were unfrozen in February 2024 after paying under protest the outstanding listing fees of INR ~22 Lacs to the CSE for the financial years 1999 to 2023. Thereafter the company applied for revocation of suspension of equity shares. The said application was subsequently approved by CSE on May 22, 2024 and the suspension was revoked w.e.f. May 29, 2024. The Company now proposes to apply for delisting from CSE as the company is already listed at NSE & BSE and hence no impact on shareholders.

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars/Guidelines issued thereunder.

The Annual Secretarial Compliance Certificate duly signed by M/s. M. Siroya and Company, Company Secretaries has been submitted to the Stock Exchanges and is annexed at Annexure 4 to this Board’s Report. For explanation and comments of the Board on the statement of facts with respect to delay in making entry in SDD software as reported in the Annual Secretarial Compliance Certificate, please refer to the para above.

Welspun Pipes INC is a Material Unlisted foreign Subsidiary of the Company as on March 31,2024. However being a foreign subsidiary the requirement under Regulation 24A of the Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the Financial Year 2023-24. There were no other material unlisted subsidiaries.

(d) Reporting of Frauds by the Auditors

During the year under review, the Statutory Auditors, the

Cost Auditors, the Internal 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.

10. SHARE CAPITAL & LISTING

A) The Company does not have any equity shares with differential rights and hence disclosures as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required. Further, the Company has not issued any sweat equity shares and hence no disclosure is required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

B) The Company had granted stock options during the financial year 2023-24. Disclosure as required under Regulation 14 of the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Part-F of Schedule I to the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 are as under:

D) Listing with the stock exchanges

The Company’s equity shares are listed on the BSE Limited (BSE), The National Stock Exchange of India Limited (NSE) and The Calcutta Stock Exchange Limited (CSE). The Secured/ Unsecured, Redeemable, Non-Convertible Debentures are listed on the BSE Limited.

Applicable annual listing fees for the year 2023-24 and 2024-25 have been paid to all the stock exchanges i.e. the BSE, NSE and the CSE as per the invoices received by the Company.

11. ANNUAL RETURN OF THE COMPANY

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company and can be accessed at the web-link: "http:// www.welspuncorp.com" under the tab "Investors -> Annual Return" https://www.welspuncorp.com/annual-return.php

12. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There were no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A) Conservation of energy: a) Initiatives taken for conservation of energy, its impact are as under:
Sr. No.	Description of Energy Efficiency Improvement Measure	Energy Savings [kWh/Annum]	Savings [INR In Crores/Annum]
Anjar Pipe & Coating Plants
1	ERW-16" Matching X’mer unit DM water pump stop interlock with mill stop using temp feedback & time delay.	7,092	0.006
2	VFD Install on Cooling tower Fan Motor control - 8 no Cooling tower. (ECP-1, ECP-2, ECP-3, Spiral-2, ERW)	32,207	0.027
3	ERW-16" Water pump control through PLC & pump stop interlock with mill run and with time delay.	6,912	0.006
4	ERW-16" Tunnel light on/off interlock to give with drive ready feedback. Individual bed wise on/off switch provided for inspection lights	9,198	0.001
5	ERW-16" Drive to be provided for hydro tester fill pump with two diff speed ref with filling time during testing.	38,253	0.032
6	LSAW Ideal time power source drawing 60KW power so stop ID/OD welding AC & DC power source in auto if there will be no any welding ON command in 15 min.	3,42,432	0.288
7	Coating-2 Dust Collector Motor Rpm during Auto Cycle Stop & Pipe Transfer Time reduced. Necessary Software Modification done and Trial Taken.	17,750	0.015
8	Coating-2 Transparent sheet fixing on roof for natural light inside plant at LSAW Coating (55 nos).	42,552	0.036
9	Spiral-2 Hydraulic Power pack to be stop if no hydraulic operation up to 15 min & ON in auto with next travel/lifter command.	33,416	0.028
10	Installation of Motion sensor for offices lightning	315	0.000
	Sub-Total	5,30,127	0.439

Sr. No.	Description of Energy Efficiency Improvement Measure	Energy Savings [kWh/Annum]	Energy Savings [kWh/Annum]
Bhopal Pipe & Coating Plants
1	Optimizing Compressors utilization with installation of new Air flow meters-3nos	1,10,200	0.080
2	Minimization of Usages of Lights in final & pre visual inspection area in spiral 1&2 plant by synchronizing with rotator up/down movement.	14,391	0.010
3	Coating quenching zone water pump auto control.( When process idle, Pump stop )	4,800	0.003
4	Automation of Cooling Tower Fan Motors By VFD drive and temperature sensor.	20,501	0.015
5	Cold striping initiative in External coating Plant. (Targeting approx. 80% orders without using 125KW induction heater.)	3,125	0.002
6	Install IGBT Base Power factor controller to maintain PF above 0.99 as well as getting incentive 7% from MPEB.	3,04,432	0.590
7	Reduction in paint consumption & waste generation in internal coating by proper tuning of Sensor & Energy Saving of 3KW/Day by providing motion sensor in offices	1,165	0.018
8	Rain water harvesting	4,514	0.003
9	Air consumption reduction in Spiral 1 plant by providing brushing system in chips conveying unit instead of use of compressed air	18,000	0.052
10	Air consumption reduction in internal coating plant by providing orifices in compressed air pipe line brushing system in chips conveying unit instead of use of compressed air	6,468	0.003
	Sub-Total	4,87,596	0.776
Mandya Pipe Plant
1.	Replaced conventional starter with VFD for IDOD vacuum blowers.	31,534	0.024
2.	Replacement of conventional lights with LED lights	3,062	0.002
	Sub-Total	34,596	0.026

b) The steps taken by the company for utilizing alternate sources of energy

Alternate Power - 2 MW Roof Top Solar plant implemented at Bhopal Plant. This will begin reflecting from FY24-25 with an average monthly savings of approx. 8-10 lakhs.

c) The capital investment on energy conservation equipment-

I) Anjar: With a total capital investment of INR 0.34 Crore in FY 23-24, we are having energy savings of INR 0.44 Crore per year at INR 8.28/kWh.(yearly average rate)

II) Bhopal: With a total capital investment of INR 0.24 Crore in FY 23-24, we are having energy savings of INR 0.78 Crore per year at INR 15.91/kWh.

III) Mandya: With a total capital investment of INR 0.05 Crore in FY 23-24, we are having energy savings of roughly INR 0.03 Crore per year at INR 7.51/kWh.

B) Technology absorption and Research & Development(a) Innovation.

Details of plant-wise innovations are as under:

Anjar Plant:

• PBM - ID cooling trial and process establishment.

• Digitalization of Customer Inquiry process.

• HFW16" - Low Temperature fracture properties for CO2 pipelines from HFW.

• ERW Pipes for the hydraulic cylinder body -Tube Products of India.

• ERW - Hollow section production for doors, windows & preferably coated types.

Bhopal Plant:

• Fume Extraction System developed in coating plant for PU Coating.

• Fabrication and commissioning of Bundle press for Scrap PU.

• Introduced, 6 Mtr. Pipe End Brushing Arrangement at stripping.

• Painting system flushing pump electrical supply provided from UPS.

• Spiral 1 &2, Enhance operator visibility while high pressure pipe testing and overcome on safety concern.

• Spiral 1, after edge milling 2 brushing unit inhouse fabricated and installed on position for reduce air consumption.

• Spiral 2, Hydro tester pressure capacity enhanced.

• Spiral 1, Edge milling -2 belt type chips conveyor in-house fabricated.

(b) Research & Development carried out by the

Company.

Anjar Plant:

A total expenditure of INR 4.63 Crore was made

during FY 23-24 for the following R&D projects:

• Development of Pipelines for transportation of Pure Hydrogen/ blended with Natural Gas. Carrying out tests required for qualification of pipelines as per ASME B31.12 standard.

• Samples from HEW is under testing at RINA to qualify the pipes reference ASME 31.12 for Hydrogen application.

• Participation in JIP program on revising the guidelines for Design and Operation of Hydrogen Pipelines.

• Participated in the subcommittee for development of Line Pipe Specification by Bureau of Indian Standards.

• Actively involved in the ASME subcommittee for development of pipelines for Hydrogen transportation.

• We have qualified our samples in extreme sour conditions by testing it at DNV Singapore. This activity has put us in leading the projects of Qatar Energy, PTTEP etc.

• EMRB module launched and put in use Welspun became the first pipe company in India to take such an initiative, a small step towards paperless economy.

Bhopal Plant:

• Change in set up of Application conveyor after paint booth and reduce spray nozzle distance. Increased Productivity by reducing cleaning time. The emission of paint fume has reduced by 50%.

• Spiral 1, APFC Substation, APFC Panel Power factor Improvement. it was 0.96 to .97 but now we have improved it upto UNITY .99

• Hot air Header provided to Greco PU Pump to prevent the PU coating pump from seizing.

• By Installing 2 Nos Spray Nozzles instead of One and increase PU coating productivity by 25% from the existing level.

• Spiral 2, Upgrade PLC to S7-1200 in End Facer Machine for Online program monitoring easily and for fault tracing HMI installed to check fault finding activity easily.

(c) Technology Up gradationAnjar Plants:

• Manufacturing Data Record Automation.

• Pipe end dimension measuring system at LSAW plant.

• Automated Pipe dimension measurement system for ERW pipes.

• HFW16" - Upgradation of Coil UT software.

Bhopal Plant:

• Installation of Proximity Sensor in PE Hopper to reduce manual intervention.

• In External PU setup, Single control panel installed instead of multiple panels.

• Reduction the causes of jamming of spray gun in PU set up during the power failures.

• Replaced paint transfer flexible hoses with metallic heater lines in internal painting unit.

• Hot air Header provided to Greco PU Pump.

• Grit reclaim conveyor system developed from internal blow out to blasting 1.

• Air receiver tank provided for proper supply of air on pulsating valve.

• Development of local spares for internal blaster instead of china make.

• Orifices provided compressed air pipe line in internal coating plant.

• Internal coating trolley cable drag chain position changed.

• Air header provided for air receiver and ejector bellow.

• At External coating Final Station, Hyd. Up and Down Rotator Unit Installed for increase the productivity.

• Spiral 2, Edge milling-2 Drive replacement Vector 9300 to 9400.

Mandya Plant:

• New FUT order has been placed.

• Enhanced the capacity of Diabolic conveyors of IDOD and optimizing performance to meet production demands.

• Digital Flat panel Detector along with imaging software has been installed for Real Time Radiography.

• Universal Testing Machine upgraded with Servo controlled Motorized system.

• Under ESG Initiative Installation of VFD for IDOD vacuum blowers.

• Dashboard has been developed for Mill, Hydrotester and IDOD station Parameter monitoring.

• Under HSE Initiatives Phase-1 LIDAR laser sensor Safety devices has been installed for prioritized 8 conveyor locations.

• Digital Energy Management system for real time monitoring of power consumption.

(d) Process & System Improvement

Anjar Plants:

• WelSAFE - Development of an HSE Management System for structured data entry with auto report generation. 10 modules completed.

• HSE - Safety Park development at Spiral-2 for awareness & check effectiveness of safety training.

• HFW16" - Weld box up gradation to ensure sound welding in HFW process, essential for proper fusion in higher grade and thickness.

• HFW6" - Installation of a new Squeeze roll force measurement system to cater to the requirement of clients such as PDO, SAUDI ARAMCO, etc.

• Spiral-2 Up-gradation of the Fluoroscopy system.

• PBM - Expansion of the inspection bed from existing size of 8.68 m x 7.3 m to 12 m x 10 m to comply with observation made during API audit.

• PBM - Replacement of Floor plate of forward clamp roll to eliminate Off plane problem.

• ECP-1&3 - New 500 kW induction heater for pipe pre-heating before shot blaster.

• LSAW - Forming Press structural strengthening by replacement of Top & Bottom lock plate joints.

Bhopal Plant:

• New EOT Crane commissioning at Coating Plant outlet.

• 2 Nos of AC Drives (Siemens) commissioned at Spiral Mill Edge Miller machine.

• Optimisation of Existing Compressor to save power cost.

• New FUT Machine Installed at SP#2 Plant.

• New RTR Machine to be installed at SP#2 Plant.

• New Adhesive Die 300 MM procurement for overlap wastage.

Mandya Plant:

• New FUT procurement has been placed.

• Enhanced the capacity of Diabolic conveyors of IDOD and optimizing performance to meet production demands.

• Digital Flat panel Detector along with imaging software has been installed for Real Time Radiography.

• Universal Testing Machine upgraded with Servo controlled Motorized system.

• Under ESG Initiative Installation of VFD for IDOD vacuum blowers.

• Dashboard has been developed for Mill, Hydrotester and IDOD station Parameter monitoring.

• Under HSE Initiatives Phase-1 LIDAR laser sensor Safety devices has been installed for prioritized 8 conveyor locations.

• Digital Energy Management system for real time monitoring of power consumption.

(e) Key Initiatives for FutureAnjar Plants:

• LSAW - New Final UT System with Phased array technology.

• LSAW - Compression Test and Elevated tensile Test machine.

• LSAW - Upgradation of Tensile Machine - Test software, PC, Drive and associated attachments.

• PBM - Development of an automatic bend dimension measurement facility as per Qatar Gas compliance.

• Transition less bend manufacturing.

• WelSMART LOTO software implementation.

• Historian for Forming press and expander for quick retrieval of last run data and copies of similar size and grade in LSAW.

• Condition based monitoring and E-maintenance of critical machines (Piloting from LSAW, Anjar).

• Predictive analysis of Induction Heated Bends mechanical properties w.r.t. to process parameters by AI & ML of properties of bend in PBM.

• Spiral-2 - Forming Mill Tack Welding System

• LSAW - Vacuum Plate Lifting System.

• HSE - Visitor Safety Induction Centre at Campus-1 gate.

• HFW16" - ID Scarfing boom.

Bhopal Plant:

• Coating Conveyor Inlet to Quenching zone up to 15 Mtr.) Tyre roller PU wheel to be replaced.

• 1 Nos Hot Air Header with controlling panel required for Internal Painting Pump.

• Extension of dust collector''s chimneys up to 3 Mtr. above of Coating plant shade at Internal Blaster.

• In Coating Plant MHE Hydraulic Power Pack, Radiators to be Installation. (NTC, Brushing and Internal Plant.).

• Spiral 2, End facer Spindle both drive Micro master 440 to be replaced with Siemens.

• Spiral 2, ID/OD-2 Laser unit Change MEL TO KML.

• Spiral 2, OD-1 OD Head Up-gradation from AC/DC 1000 to AC/DC 1000 SD

• Spiral 1, ID/OD-2 Offline-2 Machine Upgradation from ISAM to U&S.

• Spiral 2, Data Login New dashboard & Screen installed in Welding Offline.

• Spiral 1, Forming De-coiler and Main pinch roller, Base roller to be modified and frame strengthen to be done.

Mandya Plant:

• Initiative taken for 2 MW Solar Power Group captive Open Access System.

• Initiative taken for Installation of 20 nos. Solar street lights.

• Installation of Virtual fencing to avoid un authorized entry at Bay Crossing skids.

• Installation of LIDAR laser sensor devices for Conveyor System safety in Phase-2.

• Installation of Fire Alarm system in HT panel room.

• Digital Water and Air consumption monitoring system to be installed.

• Initiative taken for Installation of Automatic Pipe Length measurement system for Pipe Mill.

• Initiative taken for Butt joint System up-gradation for improving machine reliability and weld quality.

• EOT Crane 20T Online bay; Conventional starter of LT & CT control to be replaced by the VFD Panels.

• Installation of operator less weighing system, vehicle positioning & photo capturing.

• New Non Lub Compressor with Receiver to be installed.

• SAP integration of Hydro & FUT machine.

• Data Logging of Process parameters of Mill, Hydro, End-facer & IDOD.

(f) Expenditure on R&D:

(i) Capital : INR NIL Crores

(ii) Recurring : INR 4.63 Crores

(iii) Total : INR 4.63 Crores

(iv) Total R&D expenditure as a percentage of revenue from operations : 0.03%

(g) Total Foreign exchange earnings and Outgo:

Used - INR 2,289 Crores Earned- INR 2,525 Crores

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Disclosures as required under Rule 9 of the Companies

(Corporate Social Responsibility Policy) Rules, 2014 are

annexed to this Report as Annexure 5.

15. DIRECTORS AND KEY MANAGERIAL PERSONNELA) Changes in Directors and Key Managerial Personnel

Since the last report, following changes took place in

the Board of Directors and Key Managerial Personnel:-

• Ms. Dipali Sheth has been appointed as an nonexecutive, independent director for the first term of four consecutive years with effect from August 04, 2023.

• Mr. Aneesh Misra has been appointed as nonexecutive, non-independent director of the Company with effect from August 04, 2023.

• Mr. Arun Todarwal, an independent director, ceased to be Director due to retirement on completion of his term as an independent director with effect from close of business hours on March 31,2024.

• Ms. Revathy Ashok, an independent woman director, ceased to be a director due to retirement on completion of her term as an independent director with effect from close of business hours on March 31,2024.

• Ms. Dipali Goenka, a non-executive, nonIndependent woman Director, resigned from the position of the Directorship of the Company with effect from close of business hours on March 31,2024.

• Mr. Pradeep Joshi has resigned from the position of Company Secretary, Compliance officer and Nodal officer of the Company with effect from April 21,2024.

• Mr. Paras Shah has been appointed as the Assistant Company Secretary, Compliance officer and Nodal officer of the Company with effect from April 26, 2024.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vipul Mathur is retiring by rotation at the forthcoming Annual General Meeting and being eligible, he has been recommended for re-appointment by the Board.

Details about the directors being (re)-appointed are given in the Notice of the forthcoming Annual General Meeting which is being sent to the members along with the Annual Report.

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Vipul Mathur, Managing Director & CEO;

• Mr. Percy Birdy, Chief Financial Officer;

• Mr. Paras Shah, Assistant Company Secretary, Compliance officer & Nodal Officer.

B) Independent Directors

The independent directors have individually declared to the Board that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and the SEBI (LODR), 2015 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 their opinion the independent directors fulfill the conditions of the independence as prescribed under the Companies Act, 2013 and the SEBI (LODR), 2015 and they are independent of the management.

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 under Point No. II - "Board of Directors" of the Corporate Governance Report annexed as Annexure 6 to this report.

The key additional criteria for independence are mapped as under:

C) Formal Annual Evaluation Background:

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 Board’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 parameter. The questionnaire is reviewed periodically and updated in line with the change in the business and regulatory framework.

Mode of evaluation:

Assessment is conducted through a structured questionnaire. Each question contains a scale of "0" to "3". The Company has developed an in-house digital platform to facilitate confidential responses to 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, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board.

Key actions taken as a result of previous year''s evaluation:

• Frequent and separate presentations by the CEO of each business were made to understand challenges of each business and specific strategies.

• Various stakeholders were invited and their feedback were discussed by the Board Committee.

• Consolidated views, concerns and challenges, action plan are periodically pertaining to various functions are presented by the respective Business CEO’s.

• Focused Risk Management Committee meetings in the presence of the CEO’s of the businesses to understand challenges/ risks of each business and specific strategies.

D) Nomination and Remuneration policy: For Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters provided under sub-section (3) of section 178, please refer to the Para IV - Nomination and Remuneration Committee of the "Corporate Governance Report" annexed to the Directors’ Report as Annexure 6.

E) Committees of the Board of Directors

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, 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.

During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders’ Relationship, Share Transfer and Investor Grievance Committee, the Risk Management Committee, the ESG Committee and the CSR Committee and meetings of those committees held during the year under Report and recommendations, if any, of the Committees not accepted by the Board is given under Para No. (III) to (VII) of the "Corporate Governance Report" annexed to the Directors’ Report as Annexure 6.

F) Board and Committee Meetings: For disclosure on the number of Board Meetings and Committee Meetings, the date on which the meetings were held and the attendance of each of the directors, please refer to the Para (II) to Para (VII) of the "Corporate Governance Report" annexed to the Directors’ Report as Annexure 6.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the year under Report were on an arm’s length basis and were in the ordinary course of business. During the year under review, your Company had not entered into any Material Related Party Transactions, i.e. transactions exceeding INR 1000 crore or ten percent of the annual Consolidated turnover as per the last audited financial statements, whichever is lower. There were no materially significant related party transactions undertaken by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which might have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the Note No. 42 of the standalone financial statements.

The Company’s policy on Related Party Transactions as

approved by the Board is uploaded on the Company’s website at the web-link: "http://www.welspuncorp. com" under the tab "Investors --> Company Policies". https://www.welspuncorp.com/uploads/investor_ data/investorreport_1262.pdf

18. MANAGERIAL REMUNERATION

a. Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Non-executive, independent directors are paid sitting fees at a fixed rate per meeting of the Board or the Committee or other meetings attended by them and as such the same are not comparable with the remuneration to the employees.

The remuneration of each Director, Chief Financial Officer and Company Secretary, percentage increase in their remuneration during the Financial Year 202324 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2023-24 are as under:

$ 1% Commission on the consolidated net profits of the Company for the FY 2022-23 is paid and for FY 2023-24 is payable.

^A Only Sitting fees is paid.

* Opted not to draw any remuneration or receive sitting fees.

& Retired due to completion of tenure from close of business hours on March 31,2024 ! Resigned with effect from close of business hours on March 31,2024

~ Mr. Vipul Mathur has exercised 450,000 stock options of the Company, vested during the year 2022-23. The perquisite amount on exercise of these options was INR 4.86 crores is excluded from remuneration for the year 2022-23. Remuneration excludes amortization of fair value of employee share based payments under IND-AS 102. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available.

(The expression "median" means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one).

(i) The percentage increase in the median remuneration of employees in the financial year: 1.1%.

(ii) The number of permanent employees on the rolls of the Company: 2663.

(iii) (iii) Average percentage increase /(decrease) already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase/ (decrease) in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Aggregate remuneration of employees excluding KMP increase by 11.95%. Change in the remuneration of the KMP- increase by 10.60% excluding perquisites from employee stock option scheme.

(iv) The key parameters for any variable component of remuneration availed by the directors:

1) EBITDA

2) ESG Goals

(v) Affirmation that the remuneration is as per the remuneration policy of the Company: YES, Employees increment in remuneration is based on the individual performance and the Company performance for the Financial Year.

c. Managing Director of the Company was not in receipt of any commission from the Company and at the same time, remuneration or commission from the Company’s Subsidiary Company.

^A In addition to salary & allowance, entitled for other benefits as per the Company’s policy.

Remuneration excludes amortization of fair value of employee share based payments under IND-AS 102. The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available.

* Represents perquisite value related to ESOPS exercised during the year in respect of stock options granted over the past several years by the Company.

Mr Balkrishan Goenka, Non-Executive Chairman was paid Commission of INR 1.16 Crores (Gross) i.e. @1% of the Net Profits (consolidated) for the Financial Year 2022-23. The Commission payable @1% of the Net Profits (Consolidated) for the FY 202324 is INR 12.50 Crores.

No remuneration or perquisite was paid to, and no service contract was entered into with, or stock options granted to any nonexecutive director, but the sitting fees were paid / payable to the following directors for attending meetings of Board / Committees of the Board and General Meetings during the FY 2023-24. Only Letter of Appointment were issued to the independent directors.

*Retirement of Director due to completion of tenure w.e.f. March 31,2024

The above mentioned sitting fee paid / payable to the non-executive directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees. Hence prior approval of the members as stipulated under Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not required.

Save and except as disclosed in the financial statements, none of the Directors or Key Managerial Personnel had any pecuniary relationships or transactions vis-a-vis the Company.

19. SHAREHOLDING OF THE DIRECTORS OF THE COMPANY AS ON MARCH 31, 2024.

For detail of shareholding of the directors, refer to the Para No. II - Board of Directors in the Corporate Governance Report annexed to this Report as Annexure 6.

Except as mentioned in the "Corporate Governance Report", none of the other directors hold any shares or convertible securities in the Company.

20. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate obtained from M/s. M. Siroya and Company, Practicing Company Secretary regarding compliance of conditions of corporate governance as stipulated under Chapter IV read with relevant Schedule to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with this Report.

21. RISK MANAGEMENT POLICY

With its fast and continuous expansion in different areas of businesses across the globe, the Company is exposed to plethora of risks which may adversely impact growth and profitability. The Company recognizes that risk management is of concern to all levels of the businesses and requires a structured risk management policy and process involving all personnel. With this objective, the Company had formulated structured Risk Management Policy thereby to effectively address those risks such as, strategic, business, regulatory and operational risks, including cyber security & data Privacy risks. The Policy envisages identification of risks by each business segment 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 risks identified are regularly reviewed by the internal risk management committee and also by a committee of the Managing Director & CEO of the Company and the relevant senior executives and the appropriate actions for mitigation of risks are advised; the risk profile is updated on the basis of change in the business environment. The Risk Management Committee, periodically reviews the risk management process, risks and mitigation plans and provide appropriate advise in the improvement areas, if any, identified during the review.

For the key business risks identified by the Company, please refer paragraph on Enterprise Risk Management in Management Discussion and Analysis annexed to this Report.

22. Vigil Mechanism for directors and employees: For

Company’s policy on establishment of Vigil Mechanism for directors and employees, please refer to the Para VIII - Details of Establishment of Vigil Mechanism for Directors and Employees of the "Corporate Governance Report" annexed to the Directors’ Report as Annexure 6.

23. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Directors of the Company are provided opportunities to familiarize themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

The roles and responsibilities of the Independent Directors of the Company are informed to them at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Presentations are made to the Board, where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc. Pursuant to Regulation 25(7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company organized various familiarization programs for its Directors including Industry Outlook, Presentations on Internal Control over Financial Reporting, Regulatory updates, Prevention of Insider Trading Regulations, Framework for Related Party Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, Corporate Social Responsibility Strategy etc.

The details of familiarization program (for independent directors) are disclosed on the website of the Company at the web-link: "https://www.welspuncorp.com/" under the tab "Investors -> Company Policies". https://www.welspuncorp.com/uploads/investor_ data/investorreport__1209.pdf During the reporting year, on a cumulative basis, the independent directors spent ~ 195 hours on several familiarization program. During the year, the Company also conducted a separate sessions on ESG familiarization, new business familiarization for directors as part of the committee meetings.

24. CODE OF CONDUCT

Your Company has a Code of Conduct for the Board members and Senior Management Personnel. The Company’s Code of Conduct outlines the commitment to principles of integrity, transparency, conflict of interest and fairness that employees, suppliers, distributors and other third parties who work with the Company must comply.

Aside this, your Company also has clearly defined policies and procedures, covering areas such as Anti-Bribery and Anti-Corruption, Retention and Monitoring of Third-Party Representatives, Gifts, Travel and Accommodation (Boarding and Lodging), Meals, Entertainment and Other Hospitality, Charitable Contributions and Sponsorship Involving Government Officials or Government Entities, Political Contributions, Suppliers, Vendors & Other Third Parties, specifically recommended by Government Officials, Employment Requests from Government Officials, Facilitating Payments.

A copy of the Code has been put for information of all the members of the Board and management personnel on the website of the Company at the web-link: "http:// www.welspuncorp.com" under the tab "Investors -> Company Policies".

https://www.welspuncorp.com/uploads/investor_

data/investorreport_117.pdf

All the members of the Board and the Senior Management Personnel have affirmed compliance with the same.

A declaration signed by the Managing Director & CEO of the Company is given below:

"I hereby confirm that the Company has obtained from all the members of the Board and the Senior Management Personnel, affirmation that they have complied with the Code of Conduct for the FY 2023-24."

Sd/-

Vipul Mathur

Managing Director& CEO DIN:07990476

25. MISCELLANEOUS DISCLOSURES

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

b) Except as mentioned in this Report, no material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year of your Company to which the financial statements relate and the date of the Report.

c) Except as mentioned in the Para XVII(c) - NonCompliance of the Corporate Governance Report which state that the Company had paid a penalty of INR 2,360 for delay of submission under Regulation 50 (1) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 for the Q4 FY 2020-21 and Q1 FY 2021-22 as mentioned in the Annual Report for the financial year 2023-24, no penalty or strictures were imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets, during the last three years.

d) No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company’s operations in future.

e) Pursuant to the special resolution passed by the shareholders at the 27^th Annual General Meeting held on July 29, 2022, the company provided money for purchase of its own shares by the trust / trustees for the benefit of employees under Welspun Corp Employee Benefit Scheme - 2022. During the year under review, no ESOPs were granted under Welspun Corp Employee Benefit Scheme - 2022 and as such no shares were purchased by the employees under the said Scheme and therefore disclosure of 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 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

f) The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

g) 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.

h) There was no revision of financial statements and Board’s Report of the Company during the year under review.

i) The Company has a detailed Policy on Prevention of Sexual Harassment (POSH Policy) 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.

j) The Company has organised induction training for new joiners, online training and refresher modules, virtual and classroom trainings, emailers and posters to sensitise the employees to conduct themselves in manner compliant with the POSH Policy.

k) The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The ICC comprises of internal as well external members.

l) Disclosure of number of complaints filed, disposed of and pending in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as on the end of the financial year under Report are as under:

• number of complaints pending at the beginning of the financial year: Nil

• number of complaints received during the financial year: Nil

• number of complaints disposed-off during the financial year: N/A

• number of complaints pending as at end of the financial year: Nil

m) For detail of the Nodal Officer appointed by the Company under the provisions of IEPF and the web-address on which the details are available, please refer to the Point 11 of Para XIX - General Shareholders Information of the "Corporate Governance Report" annexed to the Directors’ Report as Annexure 6.

n) All the policies are reviewed by the Board on an annual basis and changes are made wherever required as per the applicable provisions of the laws, business requirements, uphold the governance standards.

26. 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 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 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.

Acknowledgements

Your directors express their deep sense of gratitude to all stakeholder, bankers, business associates, contractors, customers, employees, government authorities, joint venture partners, suppliers for the support received from them during the year and look forward to their continued assistance in future.

---

Mar 31, 2023

Your Directors present their 28th Report together with the audited financial statements of your Company for the financial year ended 31^st March, 2023.

1. FINANCIAL RESULTS

('' in crore, except EPS)
Particulars	Standalone		Consolidated
	For the year ended		For the year ended
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Revenue from operations	6,916.67	5,287.87	9,758.10	6,505.11
Other income	289.73	482.62	319.98	551.22
Total income	7,206.40	5,770.49	10,078.08	7,056.33
Profit before finance cost, depreciation & tax	965.10	787.02	804.55	1,022.92
Less : Finance costs	149.28	76.88	243.16	101.89
Profit before depreciation & tax	815.82	710.14	561.39	921.03
Less: Depreciation and amortization expense	108.98	115.28	302.97	254.75
Add: Share of profit/ (loss) of joint venture and associates (net)	-	-	75.21	(5.72)
Profit before tax	706.84	594.86	333.63	660.56
Less : Tax expense
Current Tax	149.00	109.46	170.58	229.71
Deferred Tax	29.20	(0.32)	(36.12)	(13.32)
Profit for the year	528.64	485.72	199.17	444.17
Net profit/ (loss) attributable to:
Owners	-	-	206.69	438.81
Non-controlling interest	-	-	(7.52)	5.36
Earnings per share
(a) Basic (in '')	20.23	18.61	7.91	16.82
(b) Diluted (in '')	20.17	18.57	7.89	16.77
Appropriations to Reserves:
Opening balance in Retained Earnings	1,955.99	1,598.81	2,825.53	2,519.69
Profit for the year	528.64	485.72	206.69	438.81
Re-measurements of post-employment benefit obligations, net of tax	0.05	1.93	(0.07)	1.40
Share of OCI of Joint ventures and associates	-	-	(0.44)	(0.43)
Dividend on equity shares	(130.47)	(130.47)	(130.47)	(130.47)
Share issue expenses during the year	-	-	(0.11)	(3.48)
Closing balance in Retained Earnings	2,354.21	1,955.99	2,901.12	2,825.52

2. HIGHLIGHTS FOR THE YEAR & OUTLOOK.

(a) Sales highlights for the year under the Report are as under:

Product	Standalone (in MT)		Consolidated(in MT)
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Line Pipes	5,72,514	5,06,483	10,01,262	7,95,826
SS Pipes	-	-	4,059	2,915
DI Pipes	-	-	34,383	-
SS Bars	-	-	6,869	1,531
Billet	1,36,222	1,11,738	1,36,222	1,11,738
TMT Bars	-	-	17,717	-
Sponge Iron	33,157	17,625	33,157	17,625
Pig Iron	-	-	1,58,052	-
Hot Metal	-	-	53,899	-

(b) The year under Report was a successful year for your Company as it executed upon its Business Growth & Diversification Strategy. Your company completed the acquisition of the Plastic Products business of Sintex BAPL Limited & Specified Assets of ABG Shipyard Limited. The traditional business of Line Pipes demonstrated a steady performance while significant strides were made in stabilizing and ramping up the Ductile Iron Pipes, TMT Bars and Stainless Steel businesses.

(c) Pig Iron, Ductile Iron Pipe and TMT Bar facilities in Anjar

As mentioned in the previous report, the Company''s wholly owned subsidiaries commissioned state-of-the-art Blast Furnace, Sinter plant, Coke Oven, TMT Bars and DI Pipes facilities during FY 2022-23.

The Blast Furnace can produce approximately

500.000 MT of Hot Metal per annum which will primarily be used for manufacturing Ductile Iron (DI) Pipes and balance for Pig Iron.

The Coke Oven facility has a production capacity of approximately 210,000 MT per annum of Coke which will primarily be used in the Blast Furnace for manufacturing of Hot Metal. This will help with continuous supply of high-quality coke at a competitive cost to run the plant efficiently.

The Ductile Iron Pipe plant can produce

400.000 MT of Ductile Iron Pipes and the integrated complex is equipped with the latest cutting-edge technology. The facility has recently received BIS certification as well. Production capacity is being ramped up on gradual basis.

The TMT bar manufacturing facility has a capacity of 350,000 MT per annum. The Company has an existing manufacturing setup of BIS Certified Steel Billets and Direct Reduced Iron which will be used as inputs for the manufacture of TMT bars.

The DI pipes and the TMT bars are a natural fit for the expansion of your Company''s product portfolio and have good synergies with the Company''s existing business. These plants with best in class equipment and technology, world class processes and quality standards will further strengthen your Company''s efforts in providing access to safe, reliable and clean drinking water for all, and in developing nation''s infrastructure.

During the few months of its commencement, the Pig Iron facility has received multiple export orders of ~43 KMT for Pig Iron across South East Asia and Europe.

(d) Acquisition of the Specified Assets of ABG Shipyard Limited

During the year under Report, your Company has received the possession of moveable properties (partially built ships, metal and scrap) from the Liquidator of ABG Shipyard Limited (a company under liquidation) at a consideration of '' 589 crore. Further, the Company''s wholly owned subsidiary i.e. Nauyaan Shipyard Private Limited (“Nauyaan”) has received the possession of immovable property at Dahej, Gujarat from the Liquidator of ABG Shipyard Limited at a consideration of '' 70 crore. The partially built ships, equipment and metal scrap acquired under the Company is estimated to be over ~ 150,000 MT. It is estimated that the Metal/ Metal scrap not required for business purposes will be disposed over 12-15 months. During this period, we will evaluate new business areas like ship re-cycling and ship repair which will not require any major capex.

During the next few quarters, your Company''s management will evaluate and study potential new business areas like Green Steel, Defense Ship Building, Off-shore wind and O&G structures etc. to ensure optimal utilization of assets.

(e) Acquisitions of Sintex-BAPL Limited and Sintex Prefab Infra Limited by the subsidiaries

As mentioned in the previous report, to implement the strategy of creating a diversified product portfolio, repurposing its business to add new target segments, expanding its offerings to address both the B2B and B2C markets, and making well-considered strategic acquisitions to expand its base, enhance its brand, penetrate new markets, build a distribution network and provide opportunities to develop new products, your Company''s Board is pleased to inform that:-

• Big Shot Infra Facilities Private Limited (“Big Shot”) (a wholly owned subsidiary of the Company has acquired Sintex Prefab Infra Limited (“SPIL”) in terms of the resolution plan submitted for SPIL and as approved by the Hon''ble National Company Law Tribunal, Ahmedabad by its order dated December 21, 2022 (“Resolution Plan”). The acquisition consideration was discharged to the creditors of SPIL for an amount aggregating '' 30 Crore in the form of Upfront Cash. Further, SPIL entered into definitive documents for discharge of deferred consideration with the lenders for '' 20 Crore in the form of unsecured loan to be discharged at earlier of a) 3 years from the Effective Date (February 24, 2023) or b) upon monetization of identified properties. Pursuant to the said implementation and in accordance with the Scheme of Arrangement provided under the Resolution Plan, Big Shot has been merged with SPIL with effect from February 24, 2023 and consequent to the merger, SPIL has become a wholly owned subsidiary of the Company.

• Propel Plastic Products Private Limited (“Propel”) (a wholly owned subsidiary of the Company, has acquired Sintex-BAPL Limited in terms of the resolution plan

submitted by the Consortium for SBAPL and as approved by the Hon''ble National Company Law Tribunal, Ahmedabad by its order dated March 17, 2023. Propel has discharged the consideration to the creditors of SBAPL for an amount aggregating '' 1,251 Crore in the form of Upfront Cash in terms of the Approved Resolution Plan. Pursuant to the implementation of the Resolution Plan, Propel has been merged with SBAPL with effect from March 29, 2023 and consequent to the merger, SBAPL has become a wholly owned subsidiary of the Company with effect from the said date. Further, as required under the Resolution Plan, the Auto Components Business of SBAPL is transferred to bidding consortium member effective March 29, 2023.

(f) Sale of Dahej Unit

During the year under Report, your Company sold land and civil structures, situated at Dahej unit of the Company in the state of Gujarat and had received ''125.6 crores as the consideration from the Buyer.

The said unit comprises of insignificant portion of the operations of the Company and the management feels that the transaction would not have any material and adverse effect on operations of the Company.

(g) Scheme of Arrangement between Welspun Metallics Limited (“the Transferor Company”) and Welspun Corp Limited (“the Tranferee Company”) and their respective shareholders (“the Scheme”).

Your Board of Directors have, inter alia, considered and decided to propose to National Company Law Tribunal (“NCLT”) for its approval a Scheme under Sections 230232 of the Companies Act, 2013.

The Scheme, inter alia, provides for transfer and vesting of the entire assets and liabilities of the Transferor Company in the Company with effect from the Appointed Date of April 1, 2022. As the entire share capital of the Transferor Company is held by your Company, upon the Scheme becoming effective, no shares of your Company shall be issued and allotted and the investment by the Company in the Transferor Company shall stand cancelled on the Effective Date (as defined in the Scheme) without any further act, instrument or deed.

The Scheme is expected to achieve the

following:

(i) The Transferor Company and the Transferee Company are engaged in the business of manufacture and sale of steel and steel products and their proposed merger will create synergies between the businesses, including by pooling of their financial, managerial, technical, distribution, marketing and other resources. The proposed merger is expected to, inter-alia, result in reduction of costs, better alignment, coordination and streamlining of day-today operations of the units;

(ii) The consolidation will result in earning predictability, stronger revenue and improved competitiveness, with diversification in product portfolio thereby reducing business risks for the benefit of the shareholders. This will result in strong presence across market segments, provide access to new markets and product offerings along-with better bargaining power with customers / suppliers;

(iii) Consolidation and optimization of stockyards could significantly reduce logistics and distribution costs for both companies. Clubbing of shipments may help reduce shipping costs, port terminal charges and ocean freight;

(iv) Greater economies of scale and operational efficiencies which will provide a larger and stronger base for potential future growth;

(v) The Transferor Company is a new company which is yet stabilizing production and scaling up, while the Transferee Company is an existing stable company with a strong balance sheet, and by merging the Transferor Company with the Transferee Company there are many cost reductions and efficiencies that can be created;

(vi) Presently the loan borrowed by the Transferor Company are guaranteed by the Transferee Company and has higher cost of debt. The proposed merger will enable raising funds at relatively lower cost by leveraging on the strong fundamentals of the Transferee Company;

(vii) Streamlining the structure of the Transferee Company and making it simple and transparent; and

(viii) Reducing the multiplicities of legal and regulatory compliances

(h) Scheme of Arrangement between Mahatva Plastic Products and Building Materials Private Limited (“the Transferor Company”) and Sintex-BAPL Limited (“the Transferee Company”) and their respective shareholders (“the Scheme”).

The Board of Mahatva Plastic Products and Building Materials Private Limited and Sintex-BAPL Limited (both wholly-owned subsidiaries of the Company) have, inter alia, considered and approved the Scheme of Amalgamation of Mahatva Plastic Products and Building Materials Private Limited (“the Transferor Company”) with Sintex-BAPL Limited (“the Transferee Company”) and their respective shareholders (the “Scheme”), by way of merger by absorption pursuant to a scheme of amalgamation under the provisions of Sections 230 - 232 of the Companies Act, 2013 and other applicable regulatory requirements.

The Scheme, inter alia, provides for transfer and vesting of the entire assets and liabilities of the Transferor Company in the Transferee Company with effect from the Appointed Date of opening hours of March 29, 2023.

Upon the coming into effect of the Scheme, the Transferee Company shall without any further application or deed, issue and allot shares as fully paid up to the shareholders of the Transferor Company, whose names appear in the register of members of the Transferor Company as on the Effective Date or to their successors-in-title, as the case may be, in the following manner:

“1 (One) equity share of the Transferee Company of the face value of INR 10 (Rupees Ten Only) each fully paid up, shall be issued and allotted for every 1 equity share of the Transferor Company of the face value of INR 10/- (Rupees Ten Only) each fully paid”

The Scheme is expected to achieve the following:

(i) The Transferor Company was incorporated inter alia for the purposes of acquisition of the Transferee Company and / or acquisition of the loans / debentures of the Transferee Company. The Transferor Company has completed the acquisition of the debentures and Corporate Insolvency Resolution Process in respect of the Transferee Company is completed;

(ii) Currently, the Transferor Company and the Transferee Company are held by a common holding company and are part of the same group. The proposed merger will eliminate the inter-company transactions and investments for the group and will help in streamlining the structure (as there is no requirement of the Transferor Company) and making it simple and transparent; and

(iii) Reducing the multiplicities of legal and regulatory compliances.

(i) ESG Initiatives

In continuation to the ESG initiatives undertaken by your Company during the year bygone, your Company has published its maiden Sustainability Report for FY 2021-22, comprehensively reporting its sustainability performance across the environment, social, and governance domains, highlighting the progress made by the Company over its sustainability goals and its alignment with global frameworks like the GRI, UN SDGs, and SASB standards.

In addition, your Company published it''s first-ever Tax Transparency Report, explaining not only your Company''s compliance with tax laws and disclosure requirements and guidelines, but also your Company''s overall approach that sets the context for our tax liabilities. The voluntary disclosures through this report demonstrate that your Company strives to uphold the highest standards of tax transparency.

Your Company was ranked in the Top 7 Percent in Global Steel Industry in S&P Global''s DJSI Corporate Sustainability Assessment.

(j) Outlook

The business outlook for your company remains promising. The Government of India has set a target to raise the share of natural gas in the energy mix from the current 6% to 15% by 2030. Gas demand will be driven by Fertilizers, City Gas Distribution Players, Petrochemicals and Refineries. This will result in continuously expanding the gas and City Gas Distribution pipeline network on Pan India basis, and will be a key driver for the growth of the line pipe industry.

There is a strong intent to meet the ambitious targets as envisaged in various Government schemes. The focus by both the Central and State Governments on developing water

infrastructure is expected to drive the demand for large diameter HSAW pipes and DI Pipes.

In the US after years of under-investment in oil and gas exploration and infrastructure, the focus is on boosting its oil and gas supply to cater to domestic energy needs as well as for exports to cater the energy needs in Europe. Your Company''s HSAW plant in the US is fully booked till December 2023. The current business environment is favorable and active discussions are on to book new orders beyond 2023.

The newly commissioned state-of-the-art TMT plant, having a capacity of 350,000 MT, has received the BIS certification and commenced dispatches. The key growth drivers are spend on infrastructure, housing and construction. The key target market is Gujarat which has a consistent annual demand of 3 million MT per annum, of which only ~ 2 million MT is produced in the state. Your Company is confident to establish its product as a leading B2C brand in its target markets.

The Stainless Steel business has seen a strong turnaround in performance, both operational and financial. The improved performance is expected to sustain, on the back of several new customer approvals, accreditations, development of new products and penetrating new markets.

Sintex is a National brand with a premium positioning. It is the best known brand for water storage tanks in India with the brand connect being synonymous with Water tanks. Every effort is being made to increase the market share in FY24 by re-energizing the distribution network, product & brand positioning and combining this with Supply Chain efficiencies.

3. RESERVES, DIVIDEND & DIVIDEND POLICY.

The Board is pleased to recommend a dividend @ 100% for the year ended March 31, 2023 i.e. '' 5.00 per equity share of ''5/- each fully paid-up out of the net profits for the year. In respect of the dividend declared for the previous financial years, ''73,68,780 remained unclaimed as on March 31, 2023.

The equity dividend outgo for the Financial Year 2022-23 would absorb a sum of ''130.76 crores as against '' 130.47 crores comprising the dividend of '' 5.00 per Ordinary (Equity) Share of the face value of '' 5/- for the previous year. Dividend will be payable subject to approval of members at the

ensuing Annual General Meeting and deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Record Date.

During the year under Report, the Company has transferred dividend of '' 4,36,335 remaining unclaimed for the financial year 2014-15 to the Investor Education and Protection Fund. Detail of unclaimed dividend is available on the website of the Company at the web-link: “http/www. welspuncorp.com” under the tab “Investors -> Unclaimed Dividend”

https://www.welspuncorp.com/unclaimed-

dividend.php

The Board does not propose to transfer any amount to General Reserves.

In terms of the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors approved and adopted Dividend Distribution Policy of the Company setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders and/ or retaining the profits earned by the Company. The Policy is annexed to this Report as Annexure - 1 and is also available on the website of the Company at the web-link: “http://www.welspuncorp.com” under the tab “Investors -> Company Policies”

https://www.welspuncorp.com/uploads/investor_ data/investorreport_116.pdf

4. INTERNAL CONTROLS & INTERNAL AUDIT

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on your Company''s operation. The controls were tested during the year under Report and no reportable material weaknesses either in their design or operations were observed. In other observations, appropriate corrective actions were taken as advised by the Audit Committee.

At the beginning of each financial year, a risk-based annual audit plan is rolled out after it is approved by the Audit Committee and the Board. The audit plan aims to evaluate the efficacy and adequacy of the internal control system(s) and compliance(s) thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations.

The Internal Audit is carried by independent external audit firm consisting of qualified accountants, domain & industry experts, fraud risk and information technology specialists.

Based on the reports of internal auditor, corrective actions are taken, wherever required. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

5. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

• Welspun Tradings Limited, a wholly owned subsidiary and a trading arm of the Company, has reported a Revenue of '' 369.81 crores in the current year as compared to '' 162.35 crores in the previous year, registering an increase of 127.79%. Its profit after tax is '' 14.05 crores as compared to '' 3.89 crores in the previous year, registering an increase of 261.18%.

• Welspun Wasco Coatings Private Limited, a

joint-venture and subsidiary (51% holding by the Company), engaged in concrete weight coating, has reported a Revenue of '' 12.85 crore in the current year as compared to '' 27.17 crore in the previous year, registering a decrease of 52.71%. Its loss after tax is '' 2.32 crore as compared to '' 32.22 crore in the previous year.

• Welspun Pipes Inc., Welspun Tubular LLC and Welspun Global Trade LLC, are wholly owned subsidiaries in the USA. Welspun Pipes Inc. which is holding investment in Welspun Tubular LLC and Welspun Global Trade LLC has reported a consolidated Revenue of '' 1,548.72 crores in the current year as compared to '' 1,163.02 crores in the previous year, registering an increase of 33%. Its consolidated loss after tax is '' 52.53 crores as compared to Profit after tax of '' 84.21 crores in the previous year.

• Welspun Mauritius Holdings Limited, a

subsidiary in Mauritius holding investment in pipes & coating business in the Kingdom of Saudi Arabia has reported a Revenue of Nil in the current year as well as previous year. Its loss after tax is '' 17.15 crores as compared to profit of '' 249.52 crores in the previous year mainly due to sale of equity share of East Pipes Integrated Company for Industry in FY 2021-22.

• Welspun Metallics Limited, a wholly owned subsidiary engaged in production of hot metal has reported a Revenue of '' 968.72 crores in the current year as compared to '' 62.88 crores in the previous year, an increase

of 1441%. Its loss after tax is ''271.15 crores as compared to '' 10.67 crores in the previous year, registering an increase of 2441%.

• Welspun DI Pipes Limited, a wholly owned subsidiary engaged in production of DI Pipes has reported a Revenue of '' 265.72 crores in the current year as compared to '' 0.27 crores in the previous year, an increase of 98315%. Its loss after tax is '' 22.68 crores as compared to '' 4.30 crores in the previous year, registering an increase of 427%.

• Anjar TMT Steel Private Limited, a wholly owned subsidiary engaged in production of Billets and TMT Bars has reported a Revenue of '' 138.88 crores in the current year as compared to Nil in the previous year. Its loss after tax is '' 13.21 crores as compared to '' 0.67 crores in the previous year, registering an increase of 1872%.

• Welspun Specialty Solutions Limited a

subsidiary engaged in business of specialty steel & tubes has reported a Revenue of '' 417.83 crores in the current year as compared to '' 163.29 crores in the previous year, an increase of 156%. Its profit/(loss) after tax is '' (13.74) crores as compared to loss of '' (32.44) crores in the previous year, registering a decrease in loss of 57.66%.

• Sintex Prefab and Infra Limited, a wholly owned subsidiary with the objective of engaging in business of pre-fabricated Structures, Infra Project Services and turnkey projects in India has reported Nil Revenue in the current year and the previous year. Its loss after tax is '' (0.38) crores as compared to '' 0.00* crores in the previous year.. Sintex Prefab and Infra Limited become a wholly owned subsidiary of the Company w.e.f. February 24, 2023.

* amount is below rounding off norms.

• Sintex-BAPL Limited, a wholly owned subsidiary engaged in business of manufacturing of polymer and polymer products has reported a Revenue of '' 9 crores in the current year. Its profit after tax is '' 1.16 crores. Sintex-BAPL Limited become a wholly owned subsidiary of the Company w.e.f. March 29, 2023.

• Sintex Holdings BV, a step down wholly owned subsidiary in Netherlands acts as a finance company, has reported Nil Revenue and Profit After Tax in the current year and the previous year. Sintex Holdings BV become a wholly owned subsidiary of the Company w.e.f. March 29, 2023.

• Sintex Logistics LLC, a step down wholly owned subsidiary in the USA is marketing and business development outfit which is sourcing solutions from the Indian operations for its US clients has reported a Revenue of '' 1.16 crores in the current year. Its profit after tax is '' 0.18 crores. Sintex Logistics LLC become a wholly owned subsidiary of the Company w.e.f. March 29, 2023.

• Nauyaan Shipyard Private Limited, a wholly owned subsidiary and SPV with the object of acquiring immovable assets from liquidator of ABG Shipyard Limited has reported Nil Revenue in the current year. Its loss after tax is '' 5.08 crores. Nauyaan Shipyard Private Limited become a wholly owned subsidiary of the Company w.e.f. September 19, 2022.

• Mahatva Plastic Products and Building

Materials Private Limited, a wholly owned subsidiary and SPV with the object of purchasing NCDs of Sintex-BAPL Limited

for the purpose of acquisition of Sintex-BAPL Limited has reported Nil Revenue in the current year and the previous year. Its profit after tax is '' 15.44 crores as compared to loss after tax '' 0.03 crores in the previous year. Mahatva Plastic Products and Building Materials Private Limited become a wholly owned subsidiary of the Company w.e.f.

November 26, 2021.

• Welspun Captive Power Generation

Limited, an associate (21% shareholding) of the Company engaged in business of generation of power for captive consumption of its shareholders has reported a Revenue of '' 290.51 crores in the current year as compared to '' 437.21 crores in the previous year, a decrease of 33.55%. Its profit after tax is '' 11.86 crores as compared to '' 17.63 crores in the previous year, registering a decrease of 32.73%.

• Clean Max Dhyuthi Private Limited, an

associate (26% shareholding) of Welspun Metallics Limited, a wholly owned subsidiary of the Company engaged in business of generation of power for captive consumption of its shareholders has reported a Nil Revenue and loss after tax of '' 0.02 crores in the current year. It''s a newly incorporated Company and become associate of the Company w.e.f. July 28, 2022.

• East Pipes Integrated Company for Industry, an associate (35.01% shareholding) of the Company engaged in business of manufacturing and coating of pipes has reported a Revenue of '' 3,088.72 crores in the current year as compared to '' 1,187.32 crores

in the previous year, an increase of 160%. Its profit after tax is '' 214.18 crores as compared to loss of '' 6.45 crores in the previous year.

• During the year under report, pursuant to the resolution plan submitted by True Guard Realcon Private Limited for Sintex Prefab and Infra Limited as approved by Hon''ble National Company Law Tribunal (“NCLT”) Ahmedabad Bench vide its order dated December 21, 2022 passed in I.A./ 404 (AHM)/ 2022 in C.P. (IB) No. 321 of 2020 (“Resolution Plan”), Big Shot Infra Facilities Private Limited, a wholly owned subsidiary of the Company got merged in to Sintex Prefab and Infra Limited and ceased to exist w.e.f. February 24, 2023.

• During the year under report, pursuant to the approval of the resolution plan dated January 25, 2023 (as amended by the addendum dated January 28, 2023) (“Resolution Plan”) submitted by the consortium of Propel Plastic Products Private Limited (The Implementing Entity) and Plastauto Private Limited (earlier known as Tubular Pipes Private Limited) (together, “Consortium” or “Resolution Applicants”) duly approved by the Committee of Creditors (CoC) of Sintex-BAPL Limited on February 6, 2023 and the Hon''ble National Company Law Tribunal, Ahmedabad Bench (“NCLT”) vide its order dated March 17, 2023 (“Plan Approval Order”) in accordance with the provisions of the Insolvency and Bankruptcy Code 2016 (“Code”), Propel Plastic Products Private Limited , a wholly owned subsidiary of the Company got merged in to Sintex-BAPL Limited and ceased to exist w.e.f. March 29, 2023.

A report on the performance and financial position of each of the subsidiaries, joint venture and associate companies included in the consolidated financial statement is presented in Form AOC-1 annexed to this Report as Annexure - 2.

Financial statements of the subsidiaries and joint venture are hosted on the website at the web-link: “http^www.welspuncorp. com” under the tab “Investors -> Subsidiary Accounts”.

https://www.welspuncorp.com/subsidiary-

accounts.php

6. DEPOSITS

The Company has not accepted any deposit within the meaning of the Chapter V to 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.

7. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A)

During the financial year under review, no funds have been raised by the Company through preferential allotment or qualified institutions placement, and no such funds raised during the preceding years were lying unutilized as at the beginning of the financial year under review.

8. AUDITORS

i) Statutory Auditors:

Your Company''s Auditors M/s. Price Waterhouse Chartered Accountants LLP, who have given their consent and confirmation of qualification for re-appointment as the Statutory Auditors have been re-appointed for second term ending on the conclusion of the 29^th Annual General Meeting. The remuneration approved by the Board for the Financial Year 2023-24 is '' 1.785 crores p.a. plus applicable taxes (subject to deduction of tax as may be applicable) and travelling and out-of-pocket expenses. However, in view of increase in the activities due to various acquisitions, the remuneration for the Financial Year 2022-23 is proposed to be '' 1.985 crores.

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part during the financial year under Report is '' 3.55 crores.

ii) Cost Auditors:

The Board had appointed M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), as Cost Auditor for conducting the audit of cost records of the Company for the Financial Year 2022-23.

The Board of Directors on the recommendation of the Audit Committee, appointed M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), as the Cost Auditors of the Company for the Financial Year 2023-24 under section 148 of the Companies Act, 2013. M/s. Kiran J. Mehta & Co, Cost Accountants have confirmed that their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3) and proviso to section 148(3) read with section 141(4) of the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly the members are requested to approve their remuneration by passing an ordinary resolution pursuant to Rule 14 of the Companies (Audit and Auditors) Rules, 2015 as included in the Notice convening the Annual General Meeting.

iii) Secretarial Auditors:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mihen Halani & Associates, Practicing Company Secretary (Certificate of Practice Number: 12015) to undertake the Secretarial Audit of the Company, for the Financial Year 2022-23.

As per the rotation policy of the Company, the Board of Directors have appointed M/s. M. Siroya and Company, Practicing Company Secretary, as the Secretarial Auditor of your Company for the Financial Year 2023-24.

3. AUDITORS’ REPORT

(a) Statutory Auditors’ Report:

The Auditor''s observations read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

(b) Cost Audit Report :

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

The Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of the Company for auditing cost accounting records for the financial year 2022-23. The Cost Audit Report for the year 2021-22 was e-filed on August 24, 2022. The Cost Audit for the financial year 2022-23 is in progress and the report will be e-filed to the Ministry of Corporate Affairs, Government of India, in due course.

(c) Secretarial Audit Report :

Secretarial Audit Report given by M/s. Mihen Halani & Associates, Company Secretaries is annexed with the Report as Annexure 3. The Report, read with the annexure thereto, contain following statement of facts, which

are explained / commented by the Board as under:-

• Due to resignation of Mr. Dogra from independent directorship of the Company w.e.f. 14.03.2023, composition of the Audit Committee was not in compliance with the regulation 18(1)(a) of the SEBI (LODR), Regulations, 2015 from 14.03.2023 till 31.03.2023. However, the Company has re-constituted the Audit Committee by inducting Mr. Anjani Agrawal as a member of Audit Committee w.e.f. 01.04.2023, who has been appointed as an independent director of the Company w.e.f. April 1, 2023.

The Board noted that the vacancy in the Audit Committee was caused due to the resignation tendered by an independent director and a member of the Committee, which was then filled within the time prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore, as such, there was no noncompliance.

• The Company has paid fine of '' 2,360 levied by BSE Limited for delay in furnishing prior intimation with respect to date of payment of interest to NonConvertible Debenture holders (paid in the month of February 2021 and May 2021) under regulation 50(1) of the SEBI LODR Regulations, 2015.

The Board noted the inadvertent delay and recommended furnishing the intimation with respect to date of payment of interest to NonConvertible Debenture holders of all series of NCDs at the beginning of the financial year.

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Certificate duly signed by M/s. Mihen Halani & Associates, Company Secretaries has been submitted to the Stock Exchanges and is annexed at Annexure 4 to this Board''s Report. For explanation and comments of the Board on the statement of facts with respect to imposition of penalty of '' 2,360 by BSE Limited as reported in the Annual Secretarial Compliance Certificate, please refer to the para above.

There is no Material Unlisted Indian Subsidiary of the Company as on March 31, 2023 and as such the requirement under Regulation 24A of the Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the Financial Year 2022-23.

(d) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, the Cost 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.

10. SHARE CAPITAL & LISTING

A) The Company does not have any equity shares with differential rights and hence disclosures as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required. Further, the Company has not issued any sweat equity shares and hence no disclosure is required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

B) The Company had granted stock options during the financial year 2018-19 and the financial year 2022-23. Disclosure as required under Regulation 14 of the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Part-F of Schedule I to the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 are as under:

D) Listing with the stock exchanges

The Company''s equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Secured/ Unsecured, Redeemable, Non-Convertible Debentures are listed on the BSE.

Applicable annual listing fees for the year 2022-23 and 2023-24 have been paid to both the BSE and the NSE as per the invoices received by the Company.

11. Annual Return of the Company.

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company and can be accessed at the web-link: “http://www.welspuncorp.com” under the tab “Investors -> Annual Return”

https://www.welspuncorp.com/annual-return.php

12. Proceedings Under The Insolvency And Bankruptcy Code, 2016 (31 Of 2016)

There were no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016.

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

A) Conservation of energy:

a) Initiatives taken for conservation of energy, its impact are as under:

Sr. No.	Description of Energy Efficiency Improvement Measure	Energy Savings [kWh/Annum]	Savings ['' In Crores Annum]
Anjar Pipe & Coating Plants
1	Replacement of conventional lights with LED lights - High way, Inspections, High Mast , and admin area	3,23,441	0.323
2	Compressed air for pipe operations from a centralized air network directly from power plant	13,35,207	1.335
3	Replacement of L-Saw Canteen Ceiling fans (17 no''s) from 75W to 26W energy efficient fans.	1,202	0.001
4	Conventional AC convert in Energy Efficient AC	23,512	0.024
5	15 kW VFD installation in ECP-3 Blasting blowout blower motor	4,167	0.004
6	45 kW VFD installation for ECP-1 Blasting blowout blower motor	18,431	0.018
7	Installation of a 45 kW VFD for ICP-1, ISB-1 & ISB-2 dust collector blower motors	1,682	0.002
8	Installation of a 15 kW VFD for ECP-3 final ID cleaning blower motor	841	0.001
9	Coating 2 Plant External ABO Drive installed (ABO Star-Delta starter converted to 45 kW VFD Drive)	20,454	0.021

Sr.	Description of Energy Efficiency	Energy Savings	Savings
No.	Improvement Measure	[kWh/Annum]	['' In Crores Annum]
Anjar Pipe & Coating Plants
10	Power saving in DM transfer pump at Coating 2 for LSAW plant (5.5 kW pump near RO plant).	9,258	0.009
11	Power saving in DM water transfer pump (2.2 kW Pump near RO plant)	2,631	0.003
12	HFW 1- Installation of VFD in conveyor motors (15 kW x 4 No. VFD, 2.2 kW x 4 no. motor per group, four group conveyor)	2,553	0.003
13	HFW 1- Provision of 450 KVAR APFC panel for Power Factor improvement of HF welder 600 KW.	42,786	0.043
14	HFW2: Provision of 225 x 2 KVAR APFC panel for Power Factor improvement of Seam Annealer 2 x 400 KW.	51,022	0.051
	Sub-Total	18,37,187	1.837
Bhopal Pipes & Coating Plants
1	Pressure setting of main compressor ZH-450 from 7.0 to 6.5 bar	75,000	0.053
2	Stoppage of process cooling tower fan at night time during winters	14,789	0.011
3	Installed Air Regulators in Mill Plasma Cutting machine	22,680	0.016
4	Power saving from Rain Water Harvesting 5000 KL during monsoon season	2,700	0.002
	Sub-Total	115,169	0.082
Mandya Pipe Plant
1.	Replaced conventional starter with VFD	39,675	0.030
2.	Replacement of conventional lights with LED lights	54,094	0.036
	Sub-Total	93,769	0.066

b) The steps taken by the company for utilizing alternate sources of energy - Alternate Power - 1 MW solar power is considered in FY 23-24 for Mandya plant.

c) The capital investment on energy conservation equipment-

I) Anjar: With a total capital investment of '' 4.56 Crores in FY 22-23, we are having energy savings of '' 1.83 Crores per year at '' 10/kWh.

II) Bhopal: With a total capital investment of '' 0.954 crore in FY 22-23, we are having energy savings of roughly '' 0.081 crore per year at '' 7/kWh.

III) Mandya: With a total capital investment of '' 0.023 crore in FY 22-23, we are having energy savings of roughly '' 0.066 crore per year at '' 7.6/kWh.

B) Technology absorption and Research & Development

(a) Innovation.

Details of plant-wise innovations are as under:

Anjar Pipe & Coating Plants:

• Automatic Inquiry Management

System is live and is in use for LSAW, HSAW, HFW, and Coating.

• Development of an automated documentation management system for compiling manufacturing record.

• Development of Material Test

Certificate (MTC) with QR code.

Bhopal Pipe & Coating Plant:

• DFBE commissioned for the first time in Bhopal.

• In-house erection and commissioning of a Flux Recovery system.

• Rain water harvesting has been

established thereby saving more

than 16000 KL of water.

• Plant modification and successful

execution of 143” diameter pipes.

• Plant modification and successful

execution of 98” diameter pipes

with wall thickness of 25 mm (Pipe

weight - 18.5 MT).

• Air Drier provided offline to improve weld quality of pipes.

• PU coating booth made from scrap material saving '' 9 Lakhs.

(b) Research & Development carried out by

the Company.

Anjar Pipe & Coating Plants:

A total expenditure of '' 4.08 crore was

made during FY 22-23 for the following

R&D projects:

• Development of Pipelines for transportation of Pure Hydrogen/ blended with Natural Gas. Carrying out tests required for qualification of pipelines as per ASME B31.12 standard.

• Successfully demonstrated readiness of SAWL product after completing extensive testing as per ASME B31.12 duly certified by RINA.

• Participation in JIP program on revising the guidelines for Design and Operation of Hydrogen Pipelines.

• Participated in the subcommittee for development of Line Pipe Specification by Bureau of Indian Standards.

• Actively involved in the ASME subcommittee for development of pipelines for Hydrogen transportation.

• Development of Sour Grade Steel for ERW application is being carried out with M/s TATA Steel, one of the leading Indian steel makers.

• Developing various coating material suppliers after successful trials:-

A) Food Grade Liquid Epoxy from Berger, Shalimar, JSW, Grant Polycot Paints

B) HDPE Material from KLJ, BLS polymers & Hyundai

C) High-Temperature FBE powder from Jotun & 3M India.

• Development of pipelines for deep offshore application with Alfa-fab > 1.0 requirements in coating simulated condition.

• Development of extra thick pipelines for deep offshore & sour service application.

Bhopal Pipe & Coating Plants:

• Reusing of Discarded Oil through filtration thereby saving '' 1 Lakh approx.

• Through-Beam Sensors have been replaced by DISC sensors at Internal Blaster 1 & 2, improving the life of the sensors.

• Development of a substitute hydraulic pump causing inventory control, cost reduction and standardisation of spares.

(c) Technology Up gradation

Anjar Pipe & Coating Plants:

HFW Plant:

• Existing Coil UT system “UNIVIS” Electronics is obsolete and no spares are available. System requires up gradation as per compliances, PO placed to OEM and will complete by end of 2023.

• Coil UT automatic paint marking system developed for IOCL, APA and Shell who have mandated that the defect be located and automatically measured.

• Centralized operation of slitting line from one integrated workstation.

• Automatic data transfer from Spectrometer to SAP to avoid manual feeding and eliminate human intervention in the process.

LSAW Plant:

• Successful installation and execution of an indigenous laser based robotic pipe end measurement system as per SCR pipes specification.

Coating-2 Plant:

• Installation of a robotic probe with camera and laser which is used for visual inspection of the inside surface of pipes.

Digitalization:

• Automated processing of inquiries through an AI based software.

Quality:

• Installation of a Ring Expansion testing facility to comply with KUR.3367-SP-L-0001 specification to test samples for Australian projects.

Bhopal Pipe & Coating Plant:

Spiral Plant:

• New Digital System Installed at Hydro Tester to eliminate Chart Recorder and save paper.

Coating Plant:

• Installed sensors in internal painting system to reduce paint wastage, cycle time and human error and has been reduced by 2% in comparison to existing norms.

• Changed Plant PLC and Drive Profi-net Network from series to star to avoid Profi-net communication issues.

• Weld Seam Applicator installed to reduce the overall PE consumption by 2%.

Mandya Pipe Plant:

Spiral Plant:

• Laser Scanner System development and installation for ID & OD welding.

• Installation of VFDs for air compressors as an energy saving initiative.

• Conventional starters replaced with VFDs at EOT Crane - 40T, a safety and an energy saving initiative.

• Installation of RMU for HT-Power Changeover as an safety initiatives using technology in operation

(d) Process & System Improvement

Anjar Pipe & Coating Plants:

Spiral 2 Plant:

• Stop & Go assembly installation at Hydro tester (IS) entry and re-routing of hydraulic piping accordingly for smooth movement of large diameter pipe (above 80” OD).

LSAW Plant:

• Strengthening of JCO press by using Finite Element Analysis on the structure.

• Hampleman provision in sample exit bed to eliminate scratches on pipe surface

Coating 2 Plant:

• Improved illumination in the plant in day time by providing transparent shed

sheets saving energy and enhancing process efficiency.

Skill development:

• Established a dedicated Technical Centre of Excellence (TCOE center) for the development of employees'' skill and provide them with practical training in the field of Welding, NDT, Hydraulics, Mechanics, Electronics, Workshop and Quality etc.

ESG:

• Installation of a paper shredder for zero land fill, paper waste is now being shredded and sent for recycling.

• Implementation of ESG projects (Energy saving by VFD installation, LED lights, power factor improvement)

• SAVE WATER project: Process & reject drinking RO water utilization for gardening purposes for WCL Anjar Campus-1 plant.

Bhopal Pipe & Coating Plant:

Spiral Plant:

• Installed 2 Nos of AC Drives (Siemens) for Edge Milling-1 Machine.

Coating Plant:

• Internal Blaster turbine modified for 18” pipe by performing changes in the Lunnette outer ring and installing new 70 mm OD PU rollers, saving the cost for a new Boom ('' 46 Lacs).

• Reusing of conveyor rollers from application area to blasting line by following 3R, saving '' 1.8 Lacs.

• PU coating paint booth relocated to reduce change over time during 3LPE to PU.

• Conveyor alignments done in coating line to avoid coupling of pipes for sizes 24” to 60”.

• Emergency lighting provided in Coating Plant considering the frequent power cut.

• Air Conditioner installed at External Blaster, Application, Internal Blaster, Extruder Electrical control rooms to avoid overheating of electronic components.

• UPS installed at all electrical control rooms for PLC and HMI to protect the system failing due to power fluctuation.

• End brush assembly modification to optimize the use of end brush, saving '' 96,984.

• Provided DSL end stopper at every 10-metre distance for EOT crane - 25T to restrict displacement of DSL. Through this modification, DSL breakdown has reduced up to 90%

• RYB indication lamp provided at internal 7.5T crane DSL to indicate that DSL is switched on. (Safety requirement)

Mandya Pipe Plant:

Spiral Plant:

• Installed 800KL Pond to promote Rainwater Harvesting.

• Hydro Tester Water recirculation by passing through a sand filter unit as well as using RO drainage water for the testing process as a water conservation project.

• High Mast LED Lights installed at Pipe Yard for better visibility and safe pipe handling.

• LED Display Board installed for displaying Environment data as a digitalization initiative.

(e) Key Initiatives for Future

Anjar Pipe & Coating Plants:

Digitalization:

• Development of an HSE Management System for structured data entry with auto report generation.

HFW Plant:

• Weld box up gradation to ensure sound welding in HFW process, essential for proper fusion in higher grade and thickness.

• Installation of a new Squeeze roll force measurement system to cater to the requirement of clients such as PDO, SAUDI ARAMCO, etc.

• Automated Pipe dimension measurement system for ERW pipes (Final)

Spiral-2 Plant:

• Real-Time measurement of coil width and thickness during uncoiling.

• Up-gradation of the Fluoroscopy system.

LSAW Plant:

• Automatic Bead Profile, Bead height, and Plate Offset Inspection.

• Overhauling of the hydraulic system in JCO Press.

• Up gradation of Final UT System.

• Yield improvement by various initiatives through process control.

Coating Plant:

• Development of a facility for 3LPE external coating on induction bends

• Development of an automatic bend dimension measurement facility as per Qatar Gas compliance.

• Facility for inspection of internal surface by a high resolution camera.

• Installation of a new 500 kW induction heater at ECP-3 for pipe pre-heating before shot blasting.

PBM Plant:

• Expansion of the inspection bed from existing size of 8.68 m x 7.3 m to 12 m x 10 m to comply with observation made during API audit.

Bhopal Pipe & Coating Plant:

• Optimization of Existing Compressor to save power cost.

• Automation of Cooling Tower Fan Motors by VFD drive and temperature sensor.

Spiral Plant:

• 2 Nos. AC Drives (Siemens) to be commissioned at Spiral Mill Edge Miller-2 machine

• New FUT and RTR Machine to be installed at SP#2 Plant

• New Air conditioning system at Spiral Offline for better results and save electronic components and power saving.

Coating Plant:

• To increase port life of paints in order to prevent wastage (under discussion with Paint Supplier).

• New EOT Crane commissioning.

• Procurement of a new 300 mm die to reduce adhesive wastage in small sized pipes.

• Automation in Coating Quenching area to save power.

• Installation of an additional Graco pump in Coating plant to increase productivity of PU coating.

Mandya Pipe Plant:

• 1 MW rooftop solar powered system is under implementation for Mandya plant.

• Installation of FUT Machine for automatic UT testing.

• Digital Flat Panel Detector along with imaging software for 10 to 15% RT.

• SAP Integration of UTM and Spectrometer.

• Installation of VFDs in offline ID OD Blowers to conserve energy.

• Installation of EOT Crane - 25T in online system.

(f) Expenditure on R&D:

(i) Capital : '' 0.58 crore

(ii) Recurring : '' 3.51 crore

(iii) Total : '' 4.09 crore

(iv) Total R&D expenditure as a percentage of revenue from operations : 0.06%

(g) Total Foreign exchange earnings and Outgo:

Used - '' 2,642.14 crore

Earned- '' 2,180.50 crore

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as Annexure 5.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial

Personnel

Since the last report, following changes

took place in the Board of Directors and Key

Managerial Personnel:-

• Mr. K. H. Viswanathan, Lead Independent Director resigned from the position of directorship w.e.f. July 1, 2022;

• Mr. Arun Todarwal has been appointed as an independent director w.e.f. July 1, 2022 and designated as the Lead Independent Director;

• Mr. Vipul Mathur was re-appointed as the Managing Director & CEO for a further period of five years w.e.f. December 1, 2022;

• Mr. Deshra Dogra resigned from the position of directorship w.e.f. March 14, 2023;

• Mr. Manish Chokhani has been appointed as an independent director for the first term of four consecutive years w.e.f. February 2, 2023;

• Mr. Anjani K. Agrawal has been appointed as an independent director for the first

term of four consecutive years w.e.f. April 1, 2023.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Mandawewala is retiring by rotation at the forthcoming Annual General Meeting and being eligible, he has been recommended for re-appointment by the Board.

Details about the directors being (re)-appointed are given in the Notice of the forthcoming Annual General Meeting which is being sent to the members along with the Annual Report.

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Vipul Mathur, Managing Director & CEO (re-appointed w.e.f. December 1, 2022);

• Mr. Percy Birdy, Chief Financial

Officer;

• Mr. Pradeep Joshi, Company

Secretary, Compliance & Nodal

Officer.

B) Independent Directors

The independent directors have individually declared to the Board that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and the SEBI (LODR), 2015 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 their opinion the independent directors fulfill the conditions of the independence as prescribed under the Companies Act, 2013 and the SEBI (LODR), 2015 and they are independent of the management.

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 under Point No. II - Board of Directors of the Corporate Governance Report annexed as Annexure 6 to this report.

C) Formal Annual Evaluation Background:

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 Board''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 parameter. The questionnaire is reviewed periodically and updated in line with the change in the business and regulatory framework. As recommended last year, such updation was done during the financial year 2022-23 by adding more probing assertions.

Mode of evaluation:

Assessment is conducted through a structured questionnaire. Each question contains a scale of “0” to “3”. The Company has developed an in-house digital platform to facilitate confidential responses to a structured questionnaire. All the directors participated in the evaluation process.

For the financial year 2022-23 the annual performance evaluation was carried out by

the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board.

E) Committees of the Board of Directors

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, 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.

During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship, Share Transfer and Investor Grievance Committee, the Risk Management Committee and the ESG & CSR Committee and meetings of those committees held during the year under Report and recommendations, if any, of the Committees not accepted by the Board is given under Para No. (III) to (VII) of the “Corporate Governance Report” annexed to the Directors'' Report as Annexure 6.

F) Board and Committee Meetings: For disclosure on the number of Board Meetings and Committee Meetings, the date on which the meetings were held and the attendance of each of the directors, please refer to the Para (II) to Para (VII) of the “Corporate Governance Report” annexed to the Directors'' Report as Annexure 6.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the year under Report were on an arm''s length basis and were in the ordinary course of business. During the year under review, your Company had not entered into any Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements. There were no materially significant related party transactions undertaken by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which might have a potential conflict with the interest of the Company at large.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2022-23 and hence does not form part of this report. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the Note No. 42 of the standalone financial statements.

The Company''s policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at the web-link: “http:// www.welspuncorp.com” under the tab “Investors --> Company Policies”.

https://www.welspuncorp.com/uploads/investor_ data/investorreport_121.pdf

18. MANAGERIAL REMUNERATION

a. Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Non-executive, independent directors are paid sitting fees at a fixed rate per meeting of the Board or the Committee or other meetings attended by them and as such the same are not comparable with the remuneration to the employees.

The remuneration of each Director, Chief Financial Officer and Company Secretary, percentage increase in their remuneration during the Financial Year 2022-23 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2022-23 are as under:

19. SHAREHOLDING OF THE DIRECTORS OF THE COMPANY AS ON MARCH 31, 2023.

For detail of shareholding of the directors, refer to the Para No. II - Board of Directors in the Corporate Governance Report annexed to this Report as Annexure 6.

Except as mentioned in the “Corporate Governance Report”, none of the other directors hold any shares or convertible securities in the Company.

20. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate obtained from M/s. Mihen Halani & Associates, Practicing Company Secretary regarding compliance of conditions of corporate governance as stipulated under Chapter IV read with relevant Schedule to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with this Report.

21. RISK MANAGEMENT POLICY

With its fast and continuous expansion in different areas of businesses across the globe, the Company is exposed to plethora of risks which may adversely impact growth and profitability. The Company recognizes that risk management

is of concern to all levels of the businesses and requires a structured risk management policy and process involving all personnel. With this objective, the Company had formulated structured Risk Management Policy thereby to effectively address those risks such as, strategic, business, regulatory and operational risks, including cyber security & data Privacy risks. The Policy envisages identification of risks by each business segment 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 risks identified are reviewed by a committee of the Managing Director & CEO of the Company and the relevant senior executives and the appropriate actions for mitigation of risks are advised; the risk profile is updated on the basis of change in the business environment. The Risk Management Committee, periodically reviews the risk management process, risks and mitigation plans and provide appropriate advise in the improvement areas, if any, identified during the review.

For the key business risks identified by the Company, please refer paragraph on Enterprise Risk Management in Management Discussion and Analysis annexed to this Report.

22. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

For Company''s policy on establishment of Vigil Mechanism for directors and employees, please refer to the Para VIII - Details of Establishment of Vigil Mechanism for Directors and Employees of the “Corporate Governance Report” annexed to the Directors'' Report as Annexure 6.

23. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Directors of the Company are provided opportunities to familiarize themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

The roles and responsibilities of the Independent Directors of the Company are informed to them at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Presentations are made to the Board, where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc.

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company organized various familiarization programs for its Directors including Industry Outlook, Presentations on Internal Control over Financial Reporting, Regulatory updates, Prevention of Insider Trading Regulations, Framework for Related Party Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, Corporate Social Responsibility Strategy etc.

The details of familiarization program (for independent directors) are disclosed on the website of the Company at the web-link: “http:// www.welspuncorp.com” under the tab “Investors -> Company Policies”.

https://www.welspuncorp.com/uploads/investor_ data/investorreport_779.pdf

During the reporting year, on a cumulative basis, the independent directors spent ~80 hours on several familiarization program. During the year, the Company also conducted a separate sessions on ESG familiarization, new business familiarization for directors as part of the committee meetings.

24. CODE OF CONDUCT

Your Company has a Code of Conduct for the Board members and Senior Management Personnel. The Company''s Code of Conduct outlines the commitment to principles of integrity, transparency, conflict of interest and fairness that employees, suppliers, distributors and other third parties who work with the Company must comply.

Your Company also has clearly defined policies and procedures, covering areas such as Anti-Bribery and Anti-Corruption, Retention and Monitoring of Third-Party Representatives, Gifts, Travel and Accommodation (Boarding and Lodging), Meals, Entertainment and Other Hospitality, Charitable Contributions and Sponsorship Involving Government Officials or Government Entities, Political Contributions, Suppliers, Vendors & Other Third Parties, specifically recommended by Government Officials, Employment Requests from Government Officials, Facilitating Payments.

A copy of the Code has been put for information of all the members of the Board and management personnel on the website of the Company at the web-link: “http://www.welspuncorp.com” under the tab “Investors -> Company Policies”.

https://www.welspuncorp.com/uploads/investor_ data/investorreport_117.pdf

All the members of the Board and the Senior Management Personnel have affirmed compliance with the same.

A declaration signed by the Managing Director & CEO of the Company is given below:

I hereby confirm that the Company has obtained from all the members of the Board and the Senior Management Personnel, affirmation that they have complied with the Code of Conduct for the financial year 2022-23.

Sd/-

Vipul Mathur

Managing Director& CEO DIN: 07990476

25. MISCELLANEOUS DISCLOSURES

a) Except as mentioned in this Report with respect to acquisitions, during the year under Report, there was no change in the general nature of business of your Company.

b) Except as mentioned in this Report, no material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year of your Company to which the financial statements relate and the date of the Report.

c) Except as mentioned in the Para XVI (c) - NonCompliance of the Corporate Governance Report annexed to this Report, no penalty or strictures were imposed on the Company by the Stock Exchanges or SEBI or any statutory authority. The Board noted the inadvertent delay in submission as mentioned above and advised furnishing the intimation with respect to date of payment of interest to NonConvertible Debenture holders of all series of NCDs at the beginning of the financial year.

d) No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company''s operations in future.

e) Your Company has not made any provision of money for the purchase of, or subscription for, shares in your 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 the Companies (Share Capital and Debentures) Rules, 2014 is not required.

f) The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all

applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

g) 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.

h) There was no revision of financial statements and Board''s Report of the Company during the year under review.

i) The Company has a detailed Policy on Prevention of Sexual Harassment (POSH Policy) 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.

j) The Company has organized induction training for new joiners, online training and refresher modules, virtual and classroom trainings, emailers and posters to sensitise the employees to conduct themselves in manner compliant with the POSH Policy.

k) The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The ICC comprises of internal as well external members.

l) Disclosure of number of complaints filed, disposed of and pending in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as on the end of the financial year under Report are as under:

• number of complaints pending at the beginning of the financial year: Nil

• number of complaints received during the financial year: Nil

• number of complaints disposed-off during the financial year: N/A

• number of complaints pending as at end of the financial year: Nil

m) For detail of the Nodal Officer appointed by the Company under the provisions of IEPF and the web-address on which the details are available, please refer to the Point 11 of Para XVIII - General Shareholders Information of the “Corporate Governance Report” annexed to the Directors'' Report as Annexure 6

26. 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 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 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.

ACKNOWLEDGEMENTS

Your directors express their deep sense of gratitude to all stakeholder, bankers, business associates, contractors, customers, employees, government authorities, joint venture partners, suppliers for the support received from them during the year and look forward to their continued assistance in future.

For and on behalf of the Board of Directors

Vipul Mathur Balkrishan Goenka

Managing Director & CEO Chairman

DIN : 07990476 DIN: 00270175

Place: Mumbai Date: May 30, 2023

---

Mar 31, 2022

Your directors have pleasure in presenting the 27th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2022.

1. FINANCIAL RESULTS

('' in Mn)
Particulars	Standalone		Consolidated
	For the year ended		For the year ended
	31.03.2022 |	31.03.2021	31.03.2022	31.03.2021
Total income	57,704.92	61,503.17	70,563.32	75,093.91
Profit before finance cost, depreciation & tax	7,870.12	14,780.23	10,229.06	11,519.10
Less : Finance costs	768.78	579.40	1,018.85	849.48
Profit before depreciation & tax	7,101.34	14,200.83	9,210.21	10,669.62
Less: Depreciation and amortization expense	1,152.75	1,096.79	2,547.54	2,464.69
Add: Share of net loss of joint ventures accounted for using the equity method			(57.20)	1,349.20
Profit before exceptional items & tax	5,948.59	13,104.04	6,605.47	9,554.13
Exceptional Items - Income / (Expenses)				1,376.14
Profit before tax	5,948.59	13,104.04	6,605.47	10,930.27
Less : Provision for tax
Current Tax	1,094.60	3,889.59	2,297.10	3,938.77
Deferred Tax	(3.24)	(1,036.97)	(133.18)	(1,385.36)
Profit after taxes before Non-controlling interests from continuing operations	4,857.23	10,251.42	4,441.55	8,376.86
Profit/ (loss) before tax from discontinued operations	-	(104.26)		(143.64)
Tax expense from discontinued operations	-	(33.26)		(33.26)
Profit / (loss) from discontinued operations, after tax	-	(71.00)	-	(110.38)
Profit for the period	4,857.23	10,180.42	4,441.55	8,266.48
Less :Non-controlling interests	-	-	53.55	590.60
Profit after tax for the year (after Non-controlling interests)	4,857.23	10,180.42	4,388.00	7,675.88
Add : balance brought forward from previous year	15,988.18	5,920.85	25,197.10	17,645.41
Re-measurements of post-employment benefit (net of tax)	19.32	17.35	14.04	15.35
Share of OCI of joint ventures			(4.34)	(9.05)
Dividend on equity shares	(1,304.75)	(130.44)	(1,304.75)	(130.44)
Share issue expenses during the year	-	-	(34.82)	-
Balance carried forward to the next year	19,559.98	15,988.18	28,255.23	25,197.15

2. HIGHLIGHTS FOR THE YEAR & OUTLOOK (a) Sales Highlight for the year under the report are as under
Product	Standalone (in MT)		Consolidated(in MT)
	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
MS Pipes	506,483	626,249	795,826	1,002,947
Billet	111,738	175,403	111,738	175,403
SS Pipes	2,915	1,937	2,915	1,937
MS Pipes Consolidated sales includes operations at Saudi Arabia

(b) Outlook:

The Financial Year under Report was a pivotal year for your Company as it made significant progress on its Business Growth & Diversification Strategy. Your Company demonstrated resilience despite a sharp increase in steel prices and a weak operating environment. As the Company embarks upon a new journey of growth along with sustainability at the core, the management is confident of creating incremental value for all its stakeholders. Your Company''s foray into the B2C segment would help improve its competitiveness and provide a stronger base for future growth.

The Government has set a target to raise the share of natural gas in the energy mix to 15% by 2030 from about 6.7% now. Various steps taken by the Government in this direction include expansion of National Gas Grid Pipeline, expansion of City Gas Distribution network, setting up of Liquefied Natural Gas etc.

There is a big focus on creating drinking water supply in the country through Government programs. There is also a coordinated focus by both the Central and State Governments on increasing the area under irrigation through various schemes.

Overall, the government''s programs reflect the continued focus on improving the lives of people through several schemes to build water infrastructure, to increase the use of natural gas, to build refining capacity etc. Your Company is confident that it will see a steady improvement in demand for line pipes and DI pipes as these programs are implemented.

As the members may be aware that Russia''s invasion of Ukraine is driving up the prices in the Global Energy market. Sanctions on

Russia have contributed to rising crude prices with significant market uncertainties about the potential for further supply disruptions. Gas prices all over the world have also gone up in tandem. Your Company is in active discussions for several orders in the export markets which have seen an improvement in prospects for pipelines due to high oil prices, increased energy demand and Europe looking to diversify its energy supply away from Russia.

The clean energy transition in the US has been interrupted due to soaring prices and the disruptions caused by geo political events in Europe. There is a revival in demand for fossil fuels due to which there has been an increase in Oil & Gas exploration. The US is now focused on boosting supply within the country but also trying to provide the much-needed back up to Europe for critical gas supplies thereby creating a need to evacuate both Oil & Gas through some potential long distance large diameter pipelines. This augurs well for your Company as it has a manufacturing facility in Little Rock, US.

(c) Pig Iron and Ductile Iron Pipe facilities in Anjar

As mentioned in the previous Annual Report, the steel making facility of — 400 KMPTA and DI Pipe Plant of — 400 KMPTA under two separate wholly owned subsidiaries are under construction and are expected to be commenced in early FY 2022-23.

Due to improvements to the project plan and inflation, the project cost has been revised from '' 15,500 Mn (plus soft costs) to '' 19,000 Mn (plus soft costs). Some of the major reasons for the variance are: 1) Design changes for productivity improvements and increased safety 2) Augmentation and increase in capacities of BF, Sinter, Coke Oven and DI Pipes 3) Own Oxygen plant instead of

a BOOT model 4) Transfer of BF gas directly to the power plant to reduce emissions 5) Cost escalation for key input commodities like Steel, TMT bars, Cement, Ocean Freight etc. and 6) Creating expanded residential infrastructure for our Staff and Associates.

The project viability continues to be healthy with the increased investment, being offset through productivity gains and increased realizations for DI pipes.

The project is being funded through internal accruals and external debts.

(d) Sale of the Plate & Coil Mill Division (“PCMD"):

As mentioned in the previous Annual Report, the transaction contemplated in the Business Transfer Agreement dated March 30, 2019 (the “BTA”) has been concluded on March 31, 2021. As regards purchase consideration, the Company has received the full consideration of ''8,485 Mn net of closing adjustments towards net working capital and there is no further consideration receivable.

(e) Offer for sale & Listing of shares of subsidiary in the Kingdom of Saudi Arabia:

As mentioned in the previous Annual Report, the shares of East Pipes Integrated Company for Industry (erstwhile joint-venture in Kingdom of Saudi Arabia) have been successfully listed w.e.f. February 14, 2022 on Saudi Exchange''s Main Market (''Tadawul'') and made strong debut.

Post the offer for sale and listing, the shareholding of the Company in the joint venture, through its step-down subsidiary in Mauritius, has reduced to 35.01% from 50.01%.

(f) Scheme of Arrangement between Welspun Steel Limited (“the Demerged Company") and Welspun Corp Limited (“the Resulting Company") and their respective shareholders (“the Scheme").

As mentioned in the previous Annual Report, the Scheme of Arrangement between Welspun Steel Limited (the “Demerged Company”) and Welspun Corp Limited (the “Resulting Company”) and their respective shareholders (the “Scheme”) has been sanctioned by the Ahmedabad bench of National Company Law Tribunal (“NCLT”) vide its order pronounced on March 16, 2022 (the “Order”). In terms of the Scheme, the captioned Scheme has become effective from the date of passing

of the Order by the NCLT i.e., March 16, 2022 with the Appointed Date of April 1, 2021.

The Scheme of Arrangement is in line with the Company''s Business Growth & Diversification strategy to improve earnings predictability and enhance value creation for all its stakeholders. The Company will add to its product portfolio by manufacturing BIS Certified Steel Billets, Direct Reduced Iron, TMT bars, Stainless & Alloy Steel and Stainless Steel Tubes & Pipes. It intends to create significant value through expanding its offerings to address both the B2B and B2C segments. The diversification into the B2C segment will help the Company to significantly expand its base, enhance its brand, penetrate new markets, build a distribution network and provide opportunities to develop new products.

Further, as the Demerged Company also held 50.03% equity shares in Welspun Specialty Solutions Ltd. (“WSSL”), upon the Scheme becoming effective, the shares of WSSL held by the Demerged Company stands transferred to the Resulting Company. WSSL manufactures Super Specialty Steel & Steel products that are used for critical applications in sectors like Energy, Defence, Nuclear Power, Aerospace, Oil & Gas, Petrochemicals, Food, Fertilizers, Pharma, Desalination etc.

(g) Acquisitions of Special Purpose Vehicles (SPV)

Your Company''s growth strategy entails creating a diversified product portfolio, repurposing its business to add new target segments, expanding its offerings to address both the B2B and B2C markets, and making well-considered strategic acquisitions. The diversification into the B2C segment will help your Company to significantly expand its base, enhance its brand, penetrate new markets, build a distribution network and provide opportunities to develop new products.

For organic / inorganic growth of the businesses under the objects of the Company, your Company has acquired, from an unrelated party, entire share capital of:

¦ Mahatva Plastic Products and Building Materials Private Limited (“Mahatva”), a newly incorporated company with objects, inter alia, of Polymer products business,

¦ Big Shot Infra Facilities Private Limited (“Big Shot”), a newly incorporated company, with objects, inter alia, of Infrastructure facilities (Acquired on April 18, 2022).

Mahatva has acquired Sintex BAPL Ltd.''s Senior Secured Unlisted Non-Convertible Debentures with outstanding of '' 11,288 Mn for a purchase price of '' 3,869.37 Mn.

(h) Long Products.

The demand for Long Steel Products would be supported by increased government spending on infrastructure. The Union Budget 2022-23 has seen an increase of 36% Y-o-Y in allocation of capex. The budget has infrastructure push towards seven engines (roads, railways, airports, ports, mass transport, waterways and logistic infra). The allocation for various schemes like Pradhan Mantri Awas Yojana (for housing) will have a positive impact on long steel players. The government has a fixed objective of increasing rural consumption of steel from the current 19.6 kg/per capita to 38 kg/per capita by 2030-31.

Our forward integration plan of setting up a TMT Bars plant at Anjar with a capacity of 350 KMPTA is on track and we expect to begin Commercial Operations in Q2-2022-23.

(i) ESG Initiatives

During the year, your Company has taken several ESG interventions aligned with global ESG standards. Your Company was ranked 13th among the 41 companies included in its industry group (68th percentile) in S&P Global''s DJSI Corporate Sustainability Assessment (CSA).

(j) Carbon Neutrality - Signing of Memorandum of Understanding

In line with the Company''s ESG framework, your Company remains strongly committed to net-zero carbon emissions with an aim of lowering its carbon footprint in core operations through renewable energy, cleaner transport, effective energy management, water circularity and sludge cycling bio-gas, under the company''s sustainability goals.

In the same regard the Company has signed a Memorandum of Understanding with BP India Pvt Ltd. to jointly explore carbon emission mitigation and reduction opportunities in your Company''s energy, logistics, mobility and waste management activities.

3. RESERVES, DIVIDEND & DIVIDEND POLICY.

The Board is pleased to recommend a dividend @ 100% for the year ended March 31, 2022 i.e. '' 5 per equity share of '' 5/- each fully paid-up out of the net profits for the year. In respect of the dividend declared for the previous financial years, '' 8.5 Mn remained unclaimed as on March 31, 2022. During the year under Report, the Company has transferred dividend of '' 380,098 remaining unclaimed for the financial year 2013-14 to the Investor Education and Protection Fund. Detail of unclaimed dividend is available on the website of the Company at “www.welspuncorp.com”.

The Company has appointed Mr. Pradeep Joshi, 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.welspuncorp.com.

The Board does not propose to transfer any amount to General Reserves.

In terms of the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors approved and adopted Dividend Distribution Policy of the Company setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders and/ or retaining the profits earned by the Company. The Policy is annexed to this Report as Annexure 1 and is also available on your Company''s website at “http://www.welspuncorp.com” under the tab “Who We Are --> Polices, Disclosures, Notices.”

4. INTERNAL CONTROLS & INTERNAL AUDIT

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on your Company''s operation. The controls were tested during the year under Report and no reportable material weaknesses either in their design or operations were observed. In other observations, appropriate corrective actions were taken as advised by the Audit Committee.

At the beginning of each financial year, a risk-based annual audit plan is rolled out after it is approved by the Audit Committee and the Board. The audit plan aims to evaluate the efficacy and adequacy of the internal control system(s) and compliance(s) thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations.

The Internal Audit is carried by independent external audit firm consisting of qualified accountants, domain & industry experts, fraud risk and information technology specialists.

Based on the reports of internal auditor, corrective actions are taken, wherever required. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

In view of COVID-19 pandemic and consequent restrictions imposed to curb its spread, conduct of physical audits became difficult. Under such challenging circumstances and considering the safety and well-being of employees, Internal Auditors envisioned and adopted a mixed approach comprising of on site and ''remote audit'' approach by leveraging technology to ensure continuity in audit and assurance processes. A comprehensive plan, scoping and deployment of data analytics, facilitated seamless and effective conduct of remote internal audits during the year.

5. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

A report on the performance and financial position of each of the subsidiaries and joint venture companies included in the consolidated financial statement is presented in Form AOC-1 annexed to this Report as Annexure 2.

Financial statements of the subsidiaries and joint venture are hosted on the website of the Company at “http://www.welspuncorp.com” under the tab “Investor Relations --> Subsidiary Accounts”.

6. DEPOSITS

The Company has not accepted any deposit within the meaning of the Chapter V to 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.

7. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A)

During the year under Report, the Company raised '' 400 Mn by issuing unsecured, rated, listed, taxable, redeemable, non-convertible debentures on private placement basis for General Corporate Purposes. The funds have been used for the purpose for which the same were raised.

8. AUDITORS

i) Statutory Auditors:

Your Company''s Auditors M/s. Price Waterhouse Chartered Accountants LLP, who have given their consent and confirmation of qualification for re-appointment as the Statutory Auditors have been re-appointed for second term ending on the conclusion of the 29th Annual General Meeting. The remuneration approved by the Board for the Financial Year 2022-23 is '' 17.85 Mn p.a. plus applicable taxes (subject to deduction of tax as may be applicable) and travelling and out-of-pocket expenses.

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditors and all entities in the network firm/network entity of which the statutory auditors is a part during the financial year under Report is '' 28.13 Mn.

ii) Cost Auditors:

M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), have been appointed as the Cost Auditors under Section 148 of the Companies Act, 2013 for the Financial Year 2022-23. The members are requested to approve their remuneration by passing an ordinary resolution pursuant to Rule 14 of the Companies (Audit and Auditors) Rules, 2015.

iii) Secretarial Auditors:

The Board of Directors have re-appointed M/s. Mihen Halani & Associates, Practicing Company Secretary, as the Secretarial Auditor of your Company for the Financial Year 2022-23.

9. AUDITORS’ REPORT

(a) Statutory Auditors’ Report:

The Auditors'' observations read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

No frauds or instances of mismanagement were reported by the Statutory Auditor under Section 143(12) of the Companies Act, 2013.

(b) Cost Audit Report :

As required under the Companies (Cost Records and Audit) Rules, 2014, the cost accounting records, as specified by the

Central Government under Section 148(1) of the Companies Act, 2013, were made and maintained by the Company.

The Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of the Company for auditing cost accounting records for the financial year 2021-22. The Cost Audit Report for the year 2020-21 was e-filed on August 10, 2021. The Cost Audit for the financial year 2021-22 is in progress and the report will be e-filed to the Ministry of Corporate Affairs, Government of India, in due course.

(c) Secretarial Audit Report :

Secretarial Audit Report given by M/s. Mihen Halani & Associates, Company Secretaries is annexed with the Report as Annexure 3. The Report, read with the annexure thereto, is self-explanatory and therefore, do not call for any further comments.

10. SHARE CAPITAL & LISTING

A) The Company does not have any equity shares with differential rights and hence disclosures as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required. Further, the Company has not issued any sweat equity shares and hence no disclosure is required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

11. ANNUAL RETURN OF THE COMPANY.

The Annual Return in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company and can be accessed at http://www.welspuncorp.com under the tab “Who We Are --> Polices, Disclosures, Notices”

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO01. Conservation of energy:

Initiatives taken for conservation of energy, its impact are as under:

Sr. No.	Description of Energy Efficiency Improvement Measure	Energy Savings [kWh/Annum]	Savings ['' In million/Annum]
At Pipe Mill, Anjar
1	Energy saving through replacement to LED lights, replacement of 3ph Arc welding machine with DC arc welding machine, Cooling tower operation, Shed light time control in LSAW Coating Plants	17,504	0.15
2	Energy saving by providing APFC panel for HF welding, Seam Annealing in ERW plant	18,512	0.16
3	Energy saving through replacement of LED lights, Installation of VFD and replacement of 1.5kw stretching roller motor in Coating Plant	30,310	0.26
4	Energy saving through replacement of Shade LED lights, automation of hydraulic power pack in L-SAW Plant	176,981	1.54
5	Energy saving through optimization usage of first pinch roll motor, Provide inter locking for parallel operation, Hydraulic motor replaced in Spiral-2 Plant	150,380	1.30
6	Energy saving through VT pump replace with lower rating, Cooling pump nozzle replace, Multi-function timers in admin, Gurukul and SP2 GM office ACs in Utility function.	91,439	0.79
	Note: Average Power cost in 21-22 including electricity Duty '' 8.7/KWH
	Sub-Total	485,126	4.2

Sr. No.	Description of Energy Efficiency Improvement Measure	Energy Savings [kWh/Annum]	Savings ['' In million/Annum]
1	Saving Continue from last year projects	23,255	0.176
2	Installation of 57 no''s of 150 W LED High bay fixtures for "Shed Lights" in place of 400 W HPSV Fixtures.	4,032	0.0306
3	Replacement of Conventional street lights with Solar lights of 11 Nos.	652	0.005
4	Replaced 32 nos. 36 watt CFL Tube Lights with 16 nos. 18 W LED Tube lights	415	0.003
5	Installation of VFD for End Beveling main pallet trolley motor 13.75 x 2 nos.	800	0.006
6	Replacement of 400watt HPMV with 250Watt LED at High mast tower light	605	0.0046
Note- Most of the energy saving projects implemented in Q4 2021-22, hence more outcome will come in FY2022-23
	Sub-Total	29,759	0.2261
At Bhopal
1	Installed DAY/NIGHT sensor to auto switching for outside lights ( Coating Yard High Mast)	5,609	0.03
2	Installation of Drive to run 37kw Jet Pressure pump for coating application	10,656	0.08
3	Installed and commissioning of Air Regulator in Mill Plasma Cutting	23,868	0.179
4	Process Cooling Tower Fan Stop during Night duration in winter season.	29,640	0.22
	Sub-Total	69,773	0.509

02. Technology absorption and Research & Development

A. Innovation.

Automatic Enquiry Management System

is made live and it is in use.

Anjar Plant:

¦ In House Low-cost automation provided at final inspection bed at ERW 16” to measure pipe length which was previously measured manually.

¦ Plant Changeover parameter data of each project incorporated in SAP.

¦ Face sealing system successfully executed at Hydro tester machine.

¦ Provision of power-driven roof ventilators (10000 cfm capacity)-20 nos for Better work conditions in LSAW plant.

Bhopal Plant:

¦ Energy Management System implemented in Bhopal Plant to analyze the power consumption in plant.

¦ Automation of Cross Seam Welding done IN-HOUSE. Now cross seam welding can be done by single switch in SP#2.

¦ 2 Nos of Drives replaced in Mill Main Pinch Roll in SP#2.

¦ Automatic Conveyor STOP and GO provided at 6 nos. critical station for Human Safety in SP#2.

¦ UPS system installed in SP#2 to ensure power to save the failure of High Cost Electronics System as our Plant is prone to Power Failure.

B. Research & Development carried out by

the Company.

Anjar Plant:

¦ To improve the CVN toughness value of HF Weld Line, various studies were done and subsequent implementation based on the successful parameters were done.

¦ Development of online diameter measurement system, the trial has taken and found satisfactory. With more usage further improvement is expected.

¦ ECP-3 Plant Automation for productivity improvement.

¦ Development of Pipelines for the transport of Pure Hydrogen/ blended with Natural Gas. Carrying out the tests required for the qualification of pipelines as per ASME B31.12 standard.

¦ Participating in JIP program on revising the guidelines for Design and Operation of Hydrogen Pipelines.

¦ Participated in subcommittee in development of Line pipe specification by Bureau of Indian Standards.

¦ Our company is actively involved in the ASME subcommittee on development of pipelines for Hydrogen transportation.

¦ R & D being carried out for establishing Welding consumables combination to achieve CVN values at -60° C.

¦ Prototype HIC & SSC Test vessel @ 1 bar gauge pressure development underway @ NASELAB.

¦ Development of Sour grade steel for ERW application is being carried out along with M/s Tata steel, one of the leading Indian steel maker.

¦ Continuous Coil Feeding Line for Spiral Pipes Patent granted and certificate issued to Welspun with European patent no EP2167249A2 on 21st October 2021.

C. Technology Upgradation

Anjar Plant:

¦ Developed in house facility to perform Straight HAZ Weldability test on plate.

¦ Installation of new Pipe cut off system at ERW 16” plant to improve plant performance, resulting in enhanced end quality.

¦ Mill speed enhancement from 6.24 to 6.75 mpm to increase throughout by replacement of V-belt pulley.

¦ Utility digital dashboard for online monitoring of Air, Co2, LPG, Water consumptions reports and trends analysis.

¦ ERW 16” Mill process parameters SAP integration & digitalization. ERW 6” Pre-visual station parameters SAP integration.

Bhopal Plant:

¦ Modification in Hydrotester, End Facer and Final Section to run the plant for 6 Meter pipe production.

¦ Installation and commissioning of External Blaster-2 at External Coating.

¦ DFBE system installation and commissioning done for the first time in Bhopal Coating Plant.

¦ 132 INCH, 25MM pipe produced in the SP#1. Necessary modifications done.

¦ Stretching Roller installed and commissioned In House by installation of VFD and Displacement Sensor. This helps to reduce PE Material consumption by speed control of stretching roller by detecting welding seam.

Mandya Plant:

¦ Plasma Max 200 is replaced by upgraded version of Max 200 Pro at Spiral mill.

¦ Automation at Cross welding system for speed synchronization of Linear & rotational speed, with reference of

Pipe Size & Installed Auto Stick Out control system for improvement in weld quality.

¦ End-facer, F & T-end Pallet: Conventional starter replaced by VFD for smooth control and energy conservation.

¦ Auto positioning of Offline OD-welding head on “Tab” and Auto welding start function provided.

¦ Hydro-tester HP Pump-2: Conventional starter replaced by VFD for better control & energy conservation.

D. Process & System Improvement

Anjar Plant:

¦ Press and Process modification at our Anjar LSAW plant to manage challenging D/T ratio and increase throughput

¦ De-bottlenecking at ERW 16” to increase throughput by 20%

¦ Centralized Air network grid establishment for cost optimization & energy saving.

¦ Completed Automation for Process Improvement provided at ERW 16” Body UT area to transfer pipe to MPI skid, which was manual .

¦ Sand filtration system installed for ERW 16” Hydrostatic tester machine for machine healthiness.

¦ Instruments calibration process through SAP.

¦ Generation of MTC (Material testing certificate) through SAP for IS grade Pipes.

¦ Reduction in power consumption for idle days.

a. Replacement of transparent

sheet for reduce power

consumption of shade lighting.

b. Utilization of robot

compressor for idle day.

c. Load optimization of pumps

of plant utility.

¦ Installation of PE Dryer at ECP-1 to improve coating quality.

¦ In House development for Heat input data collection in welding parameter graph.

Bhopal Plant:

¦ Increase in the productivity of Internal Coating by increasing the speed of the buggy.

¦ During 18-inch API Project the

automatic ratio mixing of Chromate and Phosphorous with DM water. Installed Drive and PLC Program

modification done.

Mandya Plant:

¦ MTC documents extracted &

recorded through SAP.

¦ Calibration traceability system taken through SAP.

¦ Included IS 3589 Fe450 for specific pipe size 1685.8 mm OD x 12.9mm WT from BIS.

¦ Plant Illumination improved by

installation of LED shed lights.

¦ Development of “Paper less PDF graph generation” application has been done.

¦ Auto Synchronization & Auto start up at OD cross welding for consistency in better welding quality.

¦ Auto weld head position and auto start of OD welding for consistency in better welding quality.

¦ Water consumption reduced from

8575 ltr to 6551 ltr in FY 2021-22.

¦ Snubber roller modification at Spiral mill for proper de-coiling and feeding of lower weight coils.

¦ Strengthening bottom assembly of butt joint system for improve coil joining Process.

Coil Car Lifting plate & Guide rod modification for enhancing safety standard during coil movement.

E. Key Initiatives for Future

Anjar Plant:

¦ Implementation of ESG project (Environment, Social, Governance) (Energy saving by VFD installation, LED lights, power factor improvement).

¦ Plan to Installation of solar park at Anjar to promote Renewable Energy.

¦ Development of the software for HSE Management System.

¦ SAVE WATER conservation project: Process RO & drinking RO reject water utilization for gardening purpose at Anjar Campus-1 plant.

¦ HFW Plant

o Yield improvement by various

initiatives of Internal and External factors.

o Spectrometer automation to

transfer chemical parameters value directly to SAP.

o Installation of a new Squeeze

roll force measurement system to cater to the requirement of some clients like PDO, SAUDI ARAMCO, etc.

o Centralized operation of

the slitting line from one integrated workstation.

o Automated Pipe diameter

measurement system for ERW pipes (Final).

o ERW-16 Coil UT

System up gradation.

¦ Spiral-2 Plant

o Real-Time measurement of coil

width and thickness during uncoiling.

o Up-gradation of Spiral-2 Anjar

Fluoroscopy system.

o Stop & Go assembly installation

at Hydro tester (IS) entry and re-routing of hydraulic piping accordingly for smooth movement of large diameter pipe (above 80” OD).

¦ LSAW Plant

o Pipe Diameter Measurement

from inside at final.

o Automatic Bead Profile,

Bead height, and Plate Offset Inspection.

o Up gradation of Forming Press

hydraulic System.

o Up gradation of LSAW

Final UT System.

o Yield improvement by various

initiatives from process control.

o Hamplemann provision in

sample exit bed to eliminate scratches on pipe surface.

o Provision of pull type limit s/w

at left manipulator to detect failure of manipulator chain.

o Machine profibus network

converted into profinet to avoid machine breakdowns in expander machines.

¦ Coating Plant

o Development of facility

to External coat 3LPE on induction bends.

o Development of facility to

internal diameter Bend coating.

o Development of Inspection

of internal surface by high resolution camera.

o Installation of new 500

kW induction heater at ECP-3 for pipe pre-heating before shot blaster.

o Successfully completed the

qualification of our Coating facility by M/s SHELL.

Bhopal Plant:

¦ Modification in Hydrotester, End Facer and Final Section to run the plant for 6 Meter pipe production.

¦ Modification in the plant for

enhancing it to run the Higher Thickness, Higher Diameter Pipe(132” x 25 mm).

Mandya Plant:

¦ Water Conservation & Rain Water

Harvesting project: Initiative

taken for installation of rain water harvesting project for usage of rain water in process and gardening purpose.

¦ Water conservation project - Sand Filter Installation for Hydro-tester water re circulation to reduce process wastage.

¦ Water Conservation - RO Drain waste water consumed for Hydrotester process.

¦ Replacement of Conventional high bay shed Lights with 75 LED Lights.

¦ Initiative taken for Installation of 17 nos. Solar street lights.

¦ Initiative taken to replaced 16 nos. 400 watt lights by 250 watt LED for High mast.

¦ Initiative taken to install 60KW x 2 VFD for Compressors for energy conservation.

¦ Initiative taken for maximize use of LED lights.

Expenditure on R&D

(a) Capital : NIL

(b) Recurring : '' 25.21 Mn

(c) Total : '' 25.21 Mn

(d) Total R&D expenditure as a percentage of revenue from operations : 0.05%

Total Foreign exchange:

Used - '' 13,139.28 Mn Earned- '' 13,281.65 Mn

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as “Annexure 4".

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

Since the last report, no changes took place in the Board of Directors and Key Managerial Personnel.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Balkrishan Goenka is retiring by rotation at the forthcoming Annual General Meeting and being eligible, he has been recommended for re-appointment by the Board.

Further, at the recommendation of the

Nomination and Remuneration Committee, the Board of Directors of the Company have recommended re-appointment of Mr. Vipul Mathur as the Managing Director and CEO for another term of 5 years from December 1, 2022.

Further at the recommendation of the

Nomination and Remuneration Committee

and the approval of the shareholders, Mr. Desh Raj Dogra has been re-appointed as an Independent Director of the Company for second term of 4 (four) years w.e.f. February 9, 2022.

Details about the directors being

(re)-appointed are given in the Notice of the forthcoming Annual General Meeting which is being sent to the members along with the Annual Report.

B) Independent Directors

The independent directors have individually declared to the Board that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 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 their opinion the independent directors fulfill the conditions of the independence as prescribed under the SEBI (LODR), 2015 and they are independent of the management. Further, in the opinion of the Board the independent directors, possess requisite expertise, experience and integrity. All the independent directors on the Board

of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and shall undergo online proficiency self-assessment test, as may be applicable, within the time prescribed by the IICA.

C) Formal Annual Evaluation

Background:

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 Board''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 and governance.

Mode of evaluation:

Assessment is conducted through a structured questionnaire. Each question contains a scale of 0 to

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

For the financial year 2021-22 the annual performance evaluation was carried out by the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board.

D) Committees of the Board of Directors

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship, Share Transfer and Investor Grievance Committee, the Risk Management Committee and the ESG & CSR Committee (erstwhile Corporate Social Responsibility Committee) and meetings of those committees held during the year under Report is given in the “Corporate Governance Report” annexed to the Annual Report as “Annexure 5".

Justification for providing loans / guarantee / investment.

The corporate guarantees were given to secure credit facilities availed by the subsidiaries / joint ventures of your Company, to guarantee export obligations of the subsidiaries / joint ventures to the custom authorities and to guarantee performance of the subsidiaries of the Company.

The Long-term investments are made only in subsidiaries, joint-ventures and associate companies for business expansion, business transformation as per the object clause in the Memorandum of the Company.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the year under Report were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions undertaken by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which might have a potential conflict with the interest of the Company at large.

The Company''s policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at “http://www.welspuncorp.com” under the tab “Who We Are --> Polices, Disclosures, Notices”.

Save and except as disclosed in the financial statements, none of the Directors or Key Managerial Personnel had any pecuniary relationships or transactions vis-a-vis the Company.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2021-22 and hence does not form part of this report. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the Note No. 42 of the standalone financial statements.

17. MANAGERIAL REMUNERATION

a. Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Non-executive, independent directors are paid sitting fees at a fixed rate per meeting of the Board or the Committee attended by them and as such the same cannot compared with the remuneration to the employees.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Director’s name	For the period	Ratio with reference to median remuneration of the employees
Mr. Vipul	01.04.2021	164.5
Mathur	to
	31.03.2022

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year ended March 31, 2022 : Managing Director & CEO: 34%, CFO:39% and CS : 31%, since the previous year numbers were reduced due to Covid pandemic related reduction.

(iii) The percentage increase in the median remuneration of employees in the financial year: 4.4%.

(iv) The number of permanent employees on the rolls of the Company: 1,714.

(v) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the

shares of the company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year :

The market cap of the Company increased from '' 36,093.36 Mn to '' 43,682.93 Mn after taking in to consideration the buyback of equity shares and allotment under ESOP Scheme during the financial year. The P/ E ratio changed from 3.61 times to 9.1 times. The share price increased by 1,071.80% in comparison to the rate at which the Company came out with the public issue in February, 1997 (after taking in to consideration the reorganization of share capital done in March, 2005 but without considering other corporate actions not resulting in to any material change in the share capital).

(vi) Average percentage increase /(decrease) already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase/ (decrease) in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Aggregate remuneration of employees excluding KMP increased by 14.8%. Change in the remuneration of the KMP increased by 34.4%.

(vii) The key parameters for any variable component of remuneration availed by the directors:

1) Cash PAT

2) Operating Cash-Flow

3) Gross Debt

4) ESG Goals

Mr. Balkrishan Goenka, Non-Executive Chairman was paid Commission of '' 52.92 Mn (Gross) i.e. @1% of the Net Profits (standalone) for the Financial Year 2020-21 in terms of the approval granted by the members of the Company at the 26th Annual General Meeting held on August 31, 2021. The Commission payable @1% of the Net Profits (Consolidated) for the financial year 2021-22 is '' 30.67 Mn.

No remuneration or perquisite was paid to, and no service contract was entered into with, or stock options granted to any non-executive director, but the sitting fees were paid / payable to the following directors for attending meetings of Board / Committees of the Board and General Meetings. Only Letter of Appointment were issued to the independent directors.

	Name of the Director	(?)
1	Ms. Amita Misra	1,770,000
2	Mr. Desh Raj Dogra	2,136,000
3	Mr. K. H. Viswanathan	3,838,000
4	Ms. Revathy Ashok	1,628,000
	Total to Non-Executive Directors	9,372,000

The above mentioned sitting fee paid / payable to the non-executive directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees. Hence prior approval of the members as stipulated under Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not required.

18. SHAREHOLDING OF THE DIRECTORS OF THE COMPANY AS ON MARCH 31, 2022

For detail of shareholding of the directors, refer to the “Corporate Governance Report” annexed to this Report.

Except as mentioned in the “Corporate Governance Report”, none of the other directors hold any shares or convertible securities in the Company.

19. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate obtained from M/s. Mihen Halani & Associates, Practicing Company Secretary regarding compliance of conditions of corporate governance as stipulated under Chapter IV read with relevant Schedule to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with this Report.

20. RISK MANAGEMENT POLICY

With its fast and continuous expansion in different areas of businesses across the globe, the Company is exposed to a plethora of risks which may adversely impact growth and profitability. The Company recognizes that risk management is of concern to all levels of the businesses and requires a structured risk management policy and processes involving all personnel. With this objective, the Company had formulated structured Risk Management Policy thereby to effectively address those risks such as, strategic, business, regulatory and operational risks, including cyber security & Data Privacy risks. The Policy envisages identification of risks by each business segment 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 risks identified are reviewed by a committee of the Managing Director & CEO of the Company and the relevant senior executives and the appropriate actions for mitigation of risks are advised; the risk profile is updated on the basis of change in the business environment. The Risk Management Committee, periodically reviews the risk management process, risks and mitigation plans and provide appropriate advise in the improvement areas, if any, identified during the review.

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

21. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The details of familiarization program (for independent directors) are disclosed on the Company''s website and a web link thereto is “http://www.welspuncorp.com” under the tab “Who We Are --> Polices, Disclosures, Notices”.

During the reporting year, on a cumulative basis, the independent directors spent 74 (approx) hours on several familiarization program. During the year, the Company also conducted separate sessions on ESG familiarization, new business familiarization for directors as part of the committee meetings.

22. CODE OF CONDUCT

The Company has a Code of Conduct for the Board members and Senior Management Personnel. A copy of the Code has been put for information of all the members of the Board and management personnel on the Company''s website “http://www.welspuncorp.com” under the tab “Who We Are --> Polices, Disclosures, Notices”.

All the members of the Board and the Senior Management Personnel have affirmed compliance with the same.

A declaration signed by the Managing Director & CEO of the Company is given below:

I hereby confirm that the Company has obtained from all the members of the Board and the Senior Management Personnel, affirmation that they have complied with the Code of Conduct for the financial year 2021-22.

Sd/-

Vipul Mathur

Managing Director& CEO DIN: 07990476

23. MISCELLANEOUS DISCLOSURES

Except as mentioned in this Report with respect to acquisitions of special purpose vehicles for organic / inorganic growth of the businesses under the objects of the Company, during the year under Report, there was no change in the general nature of business of your Company.

Except as mentioned in this Report, no material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year of your Company to which the financial statements relate and the date of the Report.

No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company''s operations in future.

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 2021-22.

Your Company has not made any provision of money for the purchase of, or subscription for, shares in your 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 the Companies (Share Capital and Debentures) Rules, 2014 is not required.

The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The ICC comprises of internal as well external members.

Disclosure of number of complaints filed, disposed of and pending in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as on the end of the financial year under Report are as under:

> number of complaints filed during the financial year Nil

> number of complaints disposed of during the financial year : N/A

> number of complaints pending as on end of the financial year Nil

24. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Sections 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 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 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.

ACKNOWLEDGEMENTS

Your directors express their deep sense of gratitude to all stakeholder, bankers, business associates, contractors, customers, employees, government authorities, joint venture partners, suppliers for the support received from them during the year and look forward to their continued assistance in future.

For and on behalf of the Board of Directors

Vipul Mathur Balkrishan Goenka

Managing Director & CEO Chairman

DIN : 07990476 DIN: 00270175

Date: May 27, 2022 Place: Mumbai

---

Mar 31, 2018

Directors’ Report

To,

The Members,

Welspun Corp Limited

The directors have pleasure in presenting the 23rd Annual Report of your Company along with the Audited Financial Statement for the financial year ended March 31, 2018.

1. Financial Results

(Rs, in million)

Particulars	Standalone		Consolidated
	For the year ended		For the year ended
	31.03.2018 |	31.03.2017	31.03.2018	31.03.2017
Total income	53,901.15	46,956.24	77,185.34	62,600.65
Profit before finance cost, depreciation & tax	5,791.38	7,153.37	8,147.45	7,370.14
Less : Finance costs	1,457.56	2,073.04	1,853.28	2,357.14
Profit before depreciation & tax	4,333.82	5,080.33	6,294.17	5,013.00
Less: Depreciation/Amortization	2,375.30	2,442.45	3,793.05	3,860.80
Add: Share of net loss of joint ventures accounted for using the equity method	-	-	(859.14)	(793.01)
Profit/(loss) before tax Less : Provision for tax	1,958.52	2,637.88	1,641.98	359.19
Current Tax	1,063.00	418.10	1,050.14	472.21
Deferred Tax	(362.66)	473.77	(938.25)	(214.17)
Profit/(Loss) after taxes before Non-controlling interests	1,258.18	1,746.01	1,530.09	101.15
Less :Non-controlling interests	-	-	(52.94)	(163.10)
Profit/(loss) after tax for the year (after Non-controlling interests)	1,258.18	1,746.01	1,583.03	264.25
Add : balance brought forward from previous year	7,127.14	6,237.88	16,820.00	17,413.04
Re-measurements of post-employment benefit (net of tax)	(10.95)	(21.81)	(10.96)	(22.35)
Dividend on equity shares	(132.61)	(132.61)	(132.61)	(132.61)
Tax on dividend	(27.00)	(27.00)	(27.00)	(27.00)
Premium on redemption of NCI''s share	-	-	(895.65)	-
Transfer to Debenture Redemption Reserve	1,137.26	(500.73)	1,137.26	(500.73)
Transfer to General reserve	(125.90)	(174.60)	(125.90)	(174.60)
Balance carried forward to the next year	9,226.12	7,127.14	18,348.17	16,820.00

2. Performance Highlights

Production highlights for the year under Report are as under:

(in MT)

Product	Standalone	Consolidated
	FY 2017-18 FY 2016-17	FY 2017-18 |	FY 2016-17
Pipes	737,711 682,090	951,516	854,157
H. R. Plates & Coils	468,682 232,608	468,682	232,608

3. Reserves, Dividend & Dividend Policy.

The Board is pleased to recommend a dividend @ 10% for the year ended March 31, 2018 i.e. ''. 0.50 per equity share of '' 5/- each fully paid-up out of the net profits. In respect of the dividend declared for the previous financial years, '' 0.296 million remained unclaimed as on March 31, 2018.

The Board proposes to transfer Rs, 125.90 million to General Reserves and Rs, 1,137.26 million from Debenture Redemption Reserve to Retained earnings.

In terms of the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors approved and adopted Dividend Distribution Policy of the Company setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders and/ or retaining the profits earned by the Company. The Policy is annexed to this Report as Annexure - 1 and is also available on your Company’s website at:

http://www.welspuncorp.com/system/downloads/

attachments/000/000/338/original/Dividend_

Distribution_Policy_08.05.2017.pdf?1494308856

4. Internal Controls

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on your Company’s operation.

5. Subsidiary/Joint Ventures/Associate Companies and their performance

A report on the performance and financial position of each of the subsidiaries and joint venture companies included in the consolidated financial statement is presented in Form AOC-1 annexed to this Report as Annexure - 2.

6. Deposits

The Company has not accepted any deposit within the meaning of the Chapter V to 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.

7. Auditors

i) Statutory Auditors:

Your Company’s Auditors M/s. Price Waterhouse Chartered Accountants LLP, who have been appointed up to the conclusion of the 24th Annual General Meeting, subject to ratification by the members of the Company at every Annual General Meeting, have given their consent to continue to act as the Auditors of the Company for the remaining tenure. Members are requested to consider their reappointment 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) Cost Auditors:

M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), are proposed to be appointed as the Cost Auditors under Section 148 of the Companies Act, 2013. The members are requested to approve their remuneration by passing an ordinary resolution pursuant to Rule 14 of the Companies (Audit and Auditors) Rules, 2015.

iii) Secretarial Auditors:

The Board of Directors has re-appointed M/s. M Siroya and Company, Practicing Company Secretary, as the Secretarial Auditor of your Company for the financial year 2018-19.

8. Auditors’ Report

(a) Statutory Auditors’ Report:

The Auditors’ observations read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

No frauds or instances of mismanagement were reported by the Statutory Auditor under Section 143(12) of the Companies Act, 2013.

(b) Cost Audit Report :

The Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2017-18. The Cost Audit Report for the year 2016-17 was e-filed on August 10, 2017. The Cost Audit for the financial year 2017-18 is in progress and the report will be e-filed to the Ministry of Corporate Affairs, Government of India, in due course.

(c) Secretarial Audit Report :

Secretarial Audit Report given by M/s. M Siroya and Company, Company Secretaries is annexed with the Report as Annexure 3.

9. Share Capital & Listing

A) The Company does not have any equity 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. The Company has not issued any sweat equity and stock options hence no disclosure is required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014 and the SEBI (Share Based Employee Benefits) Regulations, 2014 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

B) Disclosure of Shares held in suspense account under Clause F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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 No of shareholders Shares
207	52,010	3	980	162*	36,820*	45	15,190

*Out of 162 number of shareholders, 159 shareholders comprising of 35,840 unclaimed shares have been transferred to IEPF, with filing of Form IEPF-4 on November 30, 2017.

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

C) Listing with the stock exchanges

The Company’s equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Secured Non-Convertible Debentures are listed on the BSE Limited.

Annual listing fees for the year 2017-18 have been paid to BSE and NSE.

10. Extract of the Annual Return

An extract of the annual return in Form MGT-9 of the Companies (Management and Administration) Rules, 2014 is attached to this Report as Annexure - 4

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

Initiatives taken for conservation of energy, its impact are as under

Sr. No.	Description of Energy Efficiency Improvement Measure	Energy Savings [kWh/Annum]	Savings ['' In million/Annum]
At Plate & Coil Mill, Anjar
1	Pipe line modification to change route of Mill Roll Cooling pump	2,010,790	14.88
2	Impeller trimming in Roller Table Cooling pump.	950,705	7.04
3	Impeller trimming in Indirect Cooling Water pump.	206,277	1.53
4	Reshuffling of pumps and pressure reduction during non-production days for ICW system	147,455	1.09
5	Making Cooling Tower Fans’ operation in auto based on temperature.	376,269	2.78
6	Optimization in Down Coiler Hydraulic “E” System with changing in Wrapper Roll Sequence.	37,083	0.27
At Pipe Mill, Anjar
7	Replacement of Conventional Lighting Fixtures [total 111 nos] with LED Fixtures in Pipes & PCMD.	39,197	0.29
8	Reducing running hours [1 hour/day] of lights in Admin Canteen.	4,200	0.03

Sr. Description of Energy Efficiency Improvement Measure No.		Energy Savings [kWh/Annum]	Savings ['' In million/Annum]
9	Reducing running hours [1 hour/day] of Air Conditioners in Admin Block.	24,207	0.18
10	Interlocking unloading valve of entry power pack 37kW with all operations [will get automatically OFF if no operation] in ERW 6”.	14,516	0.11
11	Making Cooling tower fan motor ON-OFF as per set water temperature in LSAW.	10,752	0.08
12	Making Forming Press Exit power pack Trolley TT-1 OFF in auto in idle condition in LSAW.	12,406	0.09
13	Forming Press Hydraulic power pack motor made off during idle time (switched OFF after 30 min. if no operation) in LSAW.	43,615	0.32
14	VFD installations in Hydro Tester pump in SP-2.	45,481	0.34
At Dahej Plant
15	Installation of 26 Nos 70 W LED fixtures at “Street Lights” in place of 150 W HPSV Fixtures.	8,364	0.05
16	Installation of 55 Nos 165 W LED fixtures at “LSAW Shed Lights” in place of 400 W HPSV Fixtures.	9,151	0.06
17	Forming Washing Exit Conveyor Group-1 & Group 2 Tack Welding Entry Conveyor Group-1 and Group-2	7,114	0.05
	Total	3,947,583	29.16

01. Technology absorption :

a. Adoption of Intermediate Seam UT at LSAW pipe mill for instant feedback to welding engineers.

b. Adoption of SAP based BIBO system for paper-less business review.

c. Adoption of de-magnetizer system to reduce residual magnetism for filed weld joints.

02. Research & Development

A. Specific areas in which R&D is carried out by the Company.

Anjar Pipe Mill:

- Establishment of welding consumables to obtain higher all-weld elongation to meet the strain capacity in weld metal.

- Development of API 5L X65MS large diameter HSAW pipes for onshore sour service applications.

- Development of API 5L X65MS LSAW pipes for onshore high pressure severe-sour service applications.

- Development of API 5L X80M/CSA 550 grade large diameter heavy wall LSAW pipes for onshore sweet service applications.

- Development of hot induction bends without offline heat treatments with uniform properties along the length using Thermo-Mechanically Controlled hot rolled steels.

- Development of very low diameter/thickness ratio L450 SAWL pipes for offshore sweet service applications.

- Development of domestic steel mill for supply of API 5L X70M hot rolled coils.

- Development of low carbon-manganese and high niobium hot rolled plates for the production of LSAW pipes used for strong onshore and offshore sour service applications.

B. Benefits derived as a result of the above R&D.

Anjar Pipe Mill:

- Improvement in the weld integrity of pipelines subjected to the adverse conditions during laying and operation.

- Ability to cater large diameters HSAW pipelines for the economic reasons and non-availability of wider plates.

- Ability to cater stringent requirements of pipelines for transportation of gas from severe corrosive fields.

- Higher strength-to-weight ratio to facilitate field laying at mountains and lower project cost.

- Low cost and eco-friendly hot induction bends from Thermo-Mechanically Con-

trolled hot rolled steel plates without heat treatments.

- Ability to cater collapse resistant pipelines for transportation of gas from deep sea fields.

- Availability of higher grade hot rolled coils for the country’s economic growth and implementation of Make-in-India.

- Ability to cater LSAW pipelines as a substitute for expansive alloyed steel pipes.

C. Future plan of action

Anjar Pipe Mill:

- Development of higher strength-to-weight ratio hot induction bends using TMCP steel for API X80M onshore sweet service gas pipelines.

- Development of heavy wall deep offshore severe sour low hardness L415M PSL2 grade SAWL pipes.

- Development of heavy wall low diame-ter-to-thickness ratio L450 SFDUP SAWL pipes deep offshore severe sour service applications.

- Development of API 5L X70M PSL2 strain-based design pipes for pipelines to be laid in high seismic zones.

- Use of new wire and flux for pipelines requiring low temperature toughness and very low hardness.

- Development of clad/CRA lined pipes for special sour service applications.

Anjar Plate and Coil Mill:

- Development of API 5L X70M plates for SAWL pipes used for onshore sweet service applications.

- Development of clad plates for clad/CRA lined pipes for special sour service applications.

03. Expenditure on R&D

Capital : Nil

Recurring : '' 12.67 million Total : '' 12.67 million

Total R&D expenditure as a percentage of revenue from operations : 0.03%

Total Foreign exchange:

Used - Rs, 25,890.09 million,

Earned- Rs, 7,894.55 million

12. Corporate Social Responsibility (CSR)

Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as Annexure 5.

13. Directors and Key Managerial Personnel

A) Changes in Directors and Key Managerial Personnel

Since the last report, following changes took place in the Board of Directors and Key Managerial Personnel:-

- Mr. Braja Mishra resigned with effect from June 7, 2017.

- Mr. Lalitkumar Naik was appointed as the Managing Director & Chief Executive Officer with effect from January 1, 2017. He resigned with effect from December 1, 2017.

- Mr. Vipul Mathur appointed as the Managing Director & Chief Executive Officer with effect from December 1, 2017.

- Mr. S. Krishnan, Chief Financial Officer of the Company elevated as the Executive Director and Chief Financial Officer & Chief Executive Officer (Plate and Coil Mill Division) with effect from December 1, 2017.

Pursuant to Section 160 of the Companies Act, 2013, the Company has received a notice from a member proposing Mr. Vipul Mathur and Mr.

S. Krishnan for appointment as directors of the Company. Accordingly, a resolution proposing their appointment has been included in the notice convening the Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Balkrishan Goenka and Mr. Rajesh Mandawewala are retiring by rotation at the forthcoming Annual General Meeting and being eligible, they have been recommended for reappointment by the Board.

Details about the directors being (re)-appointed are given in the Notice of the forthcoming Annual General Meeting which is being sent to the members along with the Annual Report.

B) Independent Directors

The independent directors have individually declared to the Board that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 at the time of their respective appointment 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 their opinion the independent directors fulfill the conditions specified in SEBI (LODR) and they are independent of the management.

C) Formal Annual Evaluation

Like previous financial year, this year also, the Company followed the 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. The evaluation process sought 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 2017-18, the annual performance evaluation was carried out by the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory.

D) Committees of the Board of Directors

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders’ Relationship, Share Transfer and Investor Grievance Committee and meetings of those committees held during the year under Report is given in the Corporate Governance Report annexed to the Annual Report as Annexure 7.

14. Particulars of outstanding loans, guarantees and investments under Section 186 are as under:

(Rs, in million)

Name of the Entity / beneficiary	Investment	Corporate Guarantee	Loans
Welspun Pipes Inc.	0.44	6,517.50	-
Welspun Tradings Limited	50.22	7,060.01	-
Welspun Captive Power Generation Limited*	345.42	-	-
Welspun Mauritius Holdings Limited*	1,827.07	-	-
Welspun Wasco Coatings Private Limited	147.55	108.49	354.11
Standard Chartered Bank ADR	18.04	-	-
Bonds	1,754.20	-	-
Welspun Middle East Pipes Company LLC	-	2,494.58	-
Welspun Middle East Pipe Coating Company LLC	-	361.18	-

* Investment carried at fair value through profit and loss.

The corporate guarantees were given to secure credit facilities availed by the subsidiaries of your Company, guarantee export obligations of the subsidiaries to the custom authorities and to guarantee performance of the subsidiaries of the Company.

15. Particulars of contracts or arrangements with related parties

All related party transactions that were entered into during the year under Report were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which might have a potential conflict with the interest of the Company at large.

The Company’s policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

Save and except as disclosed in the financial statements none of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

Disclosures as required under the Companies Act, 2013 are given in Form AOC-2 annexed as Annexure 6 to this Report.

16. Managerial Remuneration

a. Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Director’s name	for the period	Ratio with reference to median remuneration of the employees
Mr. Lalitkumar Naik	01.04.2017 to 30.11.2017	150
Mr. Vipul Mathur	01.12.2017 to 31.03.2018	145
Mr. S. Krishnan	01.12.2017 to 31.03.2018	103

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: Managing Director & CEO: 13.2%. CFO :

11.49%, CS : 4.65%.

(iii) The percentage increase in the median remuneration of employees in the financial year: 8.08%.

(iv) The number of permanent employees on the rolls of the Company: 2,691.

(v) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year : The market cap of the Company increased from '' 21,907.68 million

to '' 35,779.00 million. The P/ E ratio changed from 12.55 times to 28.46 times. The share price increased by 844.30% in comparison to the rate at which the Company came out with the public issue in February, 1997 (after taking in to consideration the reorganization of share capital done in March, 2005 but without considering other corporate actions not resulting in to any change in the share capital).

(vi) Average percentile increase /(decrease) already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase/ (decrease) in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Aggregate remuneration of employees excluding KMP reduced by 1.2%. Change in the remuneration of the KMP is not comparable due to change in the Managing Director and appointment of Executive Director during the financial year. Considering remuneration of the newly appointed Managing Director and CEO, Executive Director & CFO & CEO (PCMD), the aggregate remuneration of KMP reduced by 6.6%.

(vii) The key parameters for any variable component of remuneration availed by the directors:

1) Total Production (as per Business Plan approved by the Board)

2) Revenue (as per Business Plan approved by the Board)

3) Profit Before Tax (as per Business Plan approved by the Board)

4) Operating Cash Flow (as per Business Plan approved by the Board)

(viii)Affirmation that the remuneration is as per the remuneration policy of the Company: YES, Employees increment in remuneration is based on the individual performance and the Company performance for the Financial Year.

b. Details of the top ten employees in terms of remuneration drawn and the name of every other employee as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

Name	Designation	DOB	Age	DOJ	Remuneration	Previous Company	Qualification	Nature of Employment	% Of Equity Shares held in	Relative of any Director/Manager
									the Company	of the Company
Vipul Mathur	Managing Director & CEO	21/03/1970	48	02/02/2001	40,290,833	Man Industries (India) Ltd	MBA	Permanent	0%	No
Lalitkumar Naik*	Managing Director	18/10/1961	57	01/12/2016	31,018,843	Aditya Birla Group	PGDM/ B Tech Chemical Engineering	Permanent	0%	No
S. Krishnan	Executive Director &CFO and CEO (PCMD)	17/07/1962	56	03/06/2013	28,304,109	United Phosphorus Ltd.	M. Com/ LLB-Part 1/ A.C.A/ A.C.S/ A.I.C.W.A	Permanent	0%	No
P K Mukherjee*	Director#	02/01/1961	57	02/05/1999	23,705,822	Kilburn Engineering Ltd	BE	Permanent	0%	No
Godfrey John	Director# 30/08/1965		53	11/06/2012	20,034,467	Ferro Tech India Pvt. Ltd.	MBA	Permanent	0%	No
Lai Hotwani	Director# 05/05/1953		65	01/01/2000	19,831,980	Gammon India Ltd.	B.Com	Permanent	0%	No
Akhil Jindal	Director#	01/12/1969	48	01/07/2004	13,021,164	S Kumars Nationwide Ltd	MBA	Permanent	0%	No
Deepak Chauhan	Director#	30/12/1971	46	01/09/2012	12,600,810	Gammon Infra projects Ltd.	LLB	Permanent	0%	No
Tribhuwan Singh Kathayat	President	10/01/1971	47	20/06/1996	10,380,626	Jindal Organization	BSC/DM E/M BA	Permanent	0%	No
Gaurang Desai*	President 25/08/1972		46	01/11/2008	9,380,182	Gala Precision	MBA (Fin)/BE (Mech)	Permanent	0%	No
Suresh Chander Darak	President 02/01/1968		50	02/01/2008	9,208,168	Reliance Industries Ltd.	B Com/ DITM	Permanent	0%	No
Navin Agarwal	Senior Vice President	01/01/1972	46	02/06/2008	8,840,538	Mahindra & Mahindra Ltd.	PGDBM Finance/B.Com (Hons)	Permanent	0%	No
Vipin Gandhi	Vice President	18/01/1968	50	25/10/2006	8,533,845	Ashok Leyland Ltd.	MBA	Permanent	0%	No
Paras Jain	President	25/07/1958	60	16/01/2006	7,766,757	Moral Overseas Ltd.	CA	Permanent	0%	No
Atul Trivedi	Senior Vice President	03/01/1974	44	14/05/2007	7,727,805	TCS Ltd.	CA	Permanent	0%	No
Atul Wahi	President	23/10/1956	62	16/07/2012	7,567,748	Indian Army	MBA	Permanent	0%	No
Gaurav Merchant	Vice President	11/09/1973	45	15/01/2014	7,527,362	Essar Steel Limited	B Com/MBA	Permanent	0%	No
Rupak Ghosh	Senior Vice President	17/10/1969	49	29/10/2007	7,160,082	Blue Star Ltd	ICWA/ CA	Permanent	0%	No
Ketan Patel	Senior Vice President	31/07/1970	48	03/11/2015	6,897,027	JSW Steel Ltd.	CA/ICWA/ B Com	Permanent	0%	No
Sanjay Batra	Senior Vice President	20/08/1968	50	26/12/2000	6,864,245	MSL	Dip Mech/DBA	Permanent	0%	No
Rajeev Singh*	President	21/10/1974	44	06/12/2014	5,439,330	BG Group	BE Met/ MPM & IR	Permanent	0%	No

c. Managing Director of the Company was not in receipt of any commission from the Company and at the same time, remuneration or commission from the Company''s Subsidiary Company.

d. Particulars of remuneration to the executive directors including the details of remuneration paid/payable to the executive directors for the financial year 2017-18 are as under:

	Name of the Salary & Director Allowance	Perquisites Commission		Service Contract/ Tenure	performance linked incentives	Notice Period	Severance Stock Pension Fees Option
1	Mr. Lalitkumar Naik#'' 31.02 million	Nil	Nil	4 years 11 months	Nil	1 month	Nil	Nil	Nil
2	Mr. Vipul Mathur '' 15 million*	Nil	Nil	5 years	Nil	1 month	Nil	Nil	Nil
3	Mr. S Krishnan '' 10 million*	Nil	Nil	5 Years	Nil	1 month	Nil	Nil	Nil

* employed as directors with effect from December 1, 2017. The remuneration is proportionate to their tenure of employment during 2017-18. The remuneration includes unpaid variable component as well.

# ceased to be the Managing Director with effect from November 30, 2017 and hence considered proportionate remuneration for FY 2017-18.

Non-Executive Chairman was paid Commission of '' 27.99 million i.e. @1% of the Net Profits in terms of the approval granted by the members of the Company at the Annual General Meeting held on September 20, 2017.

No remuneration or perquisite was paid to, and no service contract was entered into with, or stock options granted to, but the sitting fees were paid to the following directors for attending meetings of Board / Committees of the Board.

SR	Name of the Director	('')	SR	Name of the Director	('')
1	Mr. Atul Desai	212,000	5	Mr. Rajkumar Jain	876,000
2	Mr. Desh Raj Dogra	226,000	6	Mr. Ram Gopal Sharma	655,000
3	Mr. K. H. Viswanathan	948,000	7	Mrs. Revathy Ashok	114,000
4	Mr. Mintoo Bhandari	339,000	8	Mr. Utsav Baijal	Nil

The above mentioned sitting fee paid to the nonexecutive directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees. Hence prior approval of the members as stipulated under Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not required.

17. Shareholding of the Directors of the Company as on March 31, 2018

Refer Corporate Governance Report for detail of shareholding of the directors.

Except as mentioned in the Corporate Governance Report, none of the other directors hold any shares or convertible securities in the Company.

18. Corporate Governance Certificate

The Compliance certificate obtained from M/s. JMJA & Associates LLP, Company Secretaries regarding compliance of conditions of corporate governance as stipulated in Chapter IV read with relevant Schedule to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with this Report.

19. Risk management policy

With its fast and continuous expansion in different areas of businesses across the globe, the Company is exposed to plethora of risks which may adversely impact growth and profitability. The Company recognizes that risk management is of concern to all levels of the businesses and requires a structured risk management policy and process involving all personnel. With this objective, the Company had formulated structured Risk Management Policy thereby to effectively address such risks namely, strategic, business, regulatory and operational risks. The Policy envisages identification of risks by each business segment 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 risks identified are reviewed by a committee of senior executives and the Managing Director & CEO of the Company and appropriate actions for mitigation of risks are advised; the risk profile is updated on the basis of change in the business environment.

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

20. Familiarization program for Independent Director

The details of familiarization program (for independent directors) are disclosed on the Company''s website and a web link thereto is:

http://www.welspuncorp.com/system

downloads/attachments/000/000/147/original/

Familiarisation_program_-Final_-23.02.2015_

(23.05.16).pdf?1491551542

21. Code of Conduct

The Company has Code of Conduct for Board members and Senior Management Personnel. A copy of the Code has been put on the Company''s website for information of all the members of the Board and management personnel.

All Board members and Senior Management Personnel have affirmed compliance of the same.

A declaration signed by the Managing Director & CEO of the Company is given below:

"I hereby confirm that the Company has obtained from all the members of the Board and Management Personnel, affirmation that they have complied with the Code of Conduct for the financial year 2017-18.”

Sd/-

Vipul Mathur

Managing Director& CEO DIN: 0007990476

22. Miscellaneous Disclosures

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

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

No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company''s operations in future.

Your Company has not made any provision of money for the purchase of, or subscription for, shares in your 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 the Companies (Share Capital and Debentures) Rules, 2014 is not required.

Further, during the year under Report no case of sexual harassments was reported to the Internal Complaints Committee formed under the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 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 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.

Acknowledgements

Your directors thank the Government Authorities, Financial Institutions, Banks, Customers, Suppliers, Shareholders, Employees and other business associates of the Company, who through their continued support and co-operation, have helped as the partner in your company''s progress and achievement of its objectives.

For and on behalf of the Board of Directors

Vipul Mathur

Managing Director & CEO DIN : 0007990476

S. Krishnan

Executive Director & CFO and CEO (PCMD)

DIN: 06829167

Date: May 2, 2018

Place: Mumbai

---

Mar 31, 2017

To,

The Members,

Welspun Corp Limited

The directors have pleasure in presenting the 22nd Annual Report of your Company along with the Audited Financial Statement for the financial year ended March 31, 2017.

1. Financial Results

(Rs, in millions)

Particulars	Standalone 1		Consolidated
	For the year ended		For the year ended
	31.03.2017	31.03.2016	31.03.2017	31.03.2016
Total income	46,956.24	40,245.97	62,600.65	74,932.27
Profit before finance cost, depreciation & tax	7,153.37	2,703.90	7,370.14	8,908.42
Less : Finance costs	2,073.04	2,014.60	2,357.14	2,411.38
Profit before depreciation & tax	5,080.27	689.29	5,013.00	6,497.04
Less: Depreciation/Amortisation	2,442.45	2,475.26	3,860.80	3,864.79
Add:Share of net loss of joint ventures accounted for using the equity method	-	-	(793.01)	(47.26)
Profit/(loss) before tax Less : Provision for tax	2,637.88	(1,785.96)	359.19	2,584.99
Current Tax	418.10	-	472.21	1,205.05
Deferred Tax	473.77	(554.39)	(214.17)	(412.85)
Profit/(Loss) after taxes before Non-controlling interests	1,746.01	(1,231.57)	101.15	1,792.79
Less :Non-controlling interests	-	-	(163.10)	274.67
Profit/(loss) after tax for the year (after Non-controlling interests)	1,746.01	(1,231.57)	264.25	1,518.12
Add : balance brought forward from previous year	6,237.88	7,628.92	17,413.04	16,054.89
Re-measurements of post-employment benefit (net of tax)	(21.83)	(1.09)	(22.35)	(1.59)
Dividend on equity shares	(132.61)	(131.59)	(132.61)	(131.59)
Tax on dividend	(27.00)	(26.31)	(27.00)	(26.31)
Dividend Distribution Tax on dividend of earlier year	-	(0.48)	-	(0.48)
Transfer to Debenture Redemption Reserve	(500.73)	-	(500.73)	-
Transfer to General Reserve	(174.60)	-	(174.60)	-
Balance carried forward to the next year	7,127.14	6,237.88	16,820.00	17,413.04

2. Performance Highlights

Production highlights for the year under Report are as under:

___(In MT)

Product	Standalone 1		Consol	idated
	FY 2016-17	FY 2015-16	FY 2016-17	FY 2015-16
Pipes H. R. Plates & Coils	682,090 232,608	521,207 234,571	854,157 232,608	908,754 234,571

3. Reserves, Dividend & Dividend Policy.

The Board is pleased to recommend a dividend @ 10% for the year ended March 31, 2017 i.e. Rs, 0.50 per equity share of Rs, 5/- each fully paid-up out of the net profits. In respect of the dividend declared for the previous financial years, Rs, 4.09 million remained unclaimed as on March 31, 2017.

The Board proposes to transfer Rs, 174.60 million to General Reserves and Rs, 500.73 million to Debenture Redemption Reserve.

I n terms of the Regul ation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors approved

and adopted Dividend Distribution Policy of the Company setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders and/ or retaining the profits earned by the Company. The Policy is annexed to this Report as Annexure - 1 and is also available on your Company''s website at: http://www.welspuncorp.com/system/downloads/ attachments/000/000/338/original/Dividend_ Distribution_Policy_08.05.2017.pdf?1494308856

4. Internal Controls

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on your Company''s operation.

5. Subsidiary / Joint Ventures / Associate Companies and their performance

A report on the performance and financial position of each of the subsidiaries and joint venture companies included in the consolidated financial statement is presented in Form AOC-1 annexed to this Report as Annexure - 2.

6. Deposits

The Company has not accepted any deposit within the meaning of the Chapter V to 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.

7. Auditors

i) Statutory Auditors:

Your Company''s Auditors M/s. Price Waterhouse Chartered Accountants LLP, who have been appointed up to the conclusion of the 24th Annual General Meeting, subject to ratification by the members of the Company at every Annual General Meeting, have given their consent to continue to act as the Auditors of the Company for the remaining tenure. Members are requested to consider their reappointment 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) Cost Auditors:

M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), are proposed to be appointed as the Cost Auditors under Section 148 of the Companies Act, 2013. The members are requested to approve their remuneration by passing an ordinary resolution pursuant to Rule 14 of the Companies (Audit and Auditors) Rules, 2015.

iii) Secretarial Auditors:

The Board of Directors has re-appointed M/s. M Siroya and Company, Practicing Company Secretary, as the Secretarial Auditor of your Company for the year 2017-18.

8. Auditors’ Report

(a) Statutory Auditors’ Report:

The Auditors'' observations read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

No frauds or instances of mismanagement were reported by the Statutory Auditor under Section 143(12) of the Companies Act, 2013.

(b) Cost Audit Report :

The Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2016-17. The Cost Audit Report for the year 2015-16 was e-filed on August 2, 2016. The Cost Audit for the financial year 2016-17 is in progress and the report will be e-filed to the Ministry of Corporate Affairs, Government of India, in due course.

(c) Secretarial Audit Report :

Secretarial Audit Report given by M/s. M Siroya and Company, Company Secretaries is annexed with the Report as Annexure 3.

9. Share Capital & Listing

A) The Company does not have any equity 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. The Company has not issued any sweat equity and stock options hence no disclosure is required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014 and the SEBI (Share Based Employee Benefits) Regulations, 2014 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

B) Disclosure of Shares held in suspense account under Clause F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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
210	53,200	1 3	1,190	3	1,190	207	52,010

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

C) Listing with the stock exchanges

The Company''s equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Secured Non-Convertible Debentures are listed on the BSE Limited. The Global Depository Receipts listed at Singapore Securities Trading Limited (SGX-ST) has since been surrendered by the holder thereof and exchanged with the voting equity shares of the Company during the year under Report.

Annual listing fees for the year 2016-17 have been paid to BSE, NSE and SGX-ST.

10. Extract of the annual return

An extract of the annual return in Form MGT-9 of the Companies (Management and Administration) Rules, 2014 is attached to this Report as Annexure - 4.

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

Initiatives taken for conservation of energy, its impact are as under:

	Energy Saving KwH/ p.a.	Saving in Cost ('' in million/p.a.)
Pipe Mill - Dahej
Installation of 30 W LED fixture at Power Plant outside lighting 6 nos & 4 nos End Chamfering Lighting in place of 150 W metal halide lamps.	5,256	0.03
Plate and Coil Mills - Anjar
Stopping Hyd. Sys C-Pump by modification in C-4 valve stand.	477,836	3.23
Replacement of aluminum fans in Cooling Tower with FRP fans.	14,818	0.10
HVAC system improvement by adding additives.	117,007	0.79
Reduction in Air Compressor power consumption by replacement of HP Element.	23,096	0.16
Power Saving due to Natural Gas application instead of furnace oil & LPG.	513,601	3.47
Impeller trimming of Mill Roll [P-1] Cooling pump to avoid throttling loss.	35,464	0.24
Pipe Mill - Anjar
Replacement of Halogen light with LED light at Bevelling.	3,553	0.02
VRD installation in Welding Machine.	557	0.00
Replacements of old pump set of cooling tower with new pump set.	92,904	0.63
Selection of lower size induction coil.	9,822	0.07
Optimization of working hours of Indexer HPPs by reduction in OFF delay timing.	163,520	1.10
Procurement of new induction coil for 48" project of a customer.	435,747	2.94
To optimize running of induction cooling tower fan with temperature control.	13,548	0.09
Pressure reduction of Hydro Tester Filling Pump by Impeller Trimming.	51,904	0.35
Replacement of Metal Halide Lamp with LED in Pre-visual and in Marking M/c.	987	0.01

	Energy Saving KwH/ p.a.	Saving in Cost ('' in million/p.a.)
Contact Tool replacement with Shoes type contact in 16" HF Welder.	28,641	0.19
Application of Air Amplifier at 16" Mill to reduce compressed air consumption.	22,343	0.15
Switching indoor lighting with clock ON/OFF timer- BC Bay.	28,470	0.19
Forming Exit Lifter Hydraulic power pack to be made ON/OFF in auto.	4,295	0.03
Reduction in Heater running hours in OD supply tank.	6,736	0.05
Edge miller Plate brush both motors to be made ON/OFF in auto.	2,631	0.02
Signet Additives application in Plant ACs.	163,504	1.10
Reduction in idle running of induction heater cooling water circulation pumps.	4,169	0.03
Pipe Mill - Mandya
Replacement of 400 W metal hallide fitting by 100 W LED Fittings	64,152	0.42
Replacement of 400 W metal hallide fitting by 50 W LED Fittings	78,624	0.51
Replacement of 36 W florescent tube by 9 W LED Bulb	840	0.01
Replacement of 36 W florescent bulb by 20 W LED Tube	532.00	0.00
Replacement of 400 W metal hallide light by 200 W LED Fitting.	8,735	0.06

01. Technology absorption : Nil

02. Research & Development

A. Specific areas in which R&D is carried out by the Company

Anjar Pipe Mill:

- Development of X60M grade SAWL pipes from cut-to-length sheets from hot rolled coils for sour-service applications.

- Development of very low diameter/ thickness ratio X65M SAWL pipes for offshore-sour service applications.

- Development of low diameter/ thickness ratio X52M grade SAWL pipes for severe-sour-deep offshore applications.

- Properties enhancement of hot induction bends made by using mother pipes manufactured from Thermo-Mechanically Controlled hot rolled steel plates.

B. Benefits derived as a result of the above

R&D.

Anjar Pipe Mill:

- Cost reduction due to using cut-to-length sheets in place of plates without compromising the quality.

- Ability to cater stringent requirements of pipelines for transportation of oil/ gas from remote, ultra deep, difficult to access and corrosive fields.

- Low cost hot induction bends from Thermo-Mechanically Controlled hot rolled steel piles without heat treatments.

C. Future plan of action

Anjar Pipe Mill:

- Development of Grade 550/X80M SAWL pipes for onshore sweet service gas pipelines.

- Development of Grade 550/X80M SAWH pipes for onshore sweet service gas pipelines.

- Development of X65 grade SAWH pipes for onshore-sour applications.

- Use of new wire and flux for low temperature toughness, very low hardness and higher weld elongation (>/=25%) in SAW pipes.

Anjar Plate and Coil Mill:

- Development of API 5L X60MS plates using low-Mn & high-Nb steel slabs for SAWL pipes used in onshore sour service applications.

- Development of API 5L X70M plates for SAWL pipes used for onshore sweet service applications.

03. Expenditure on R&D

(a) Capital : Nil

(b) Recurring : '' 27.04 million

(c) Total : '' 27.04 million

(d) Total R&D expenditure as a percentage of revenue from operations : 0.06%

Total Foreign exchange used and earned: Used -'' 29,958.86 million, Earned - '' 13,248.70 million

12. Corporate Social Responsibility (CSR)

Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as Annexure 5.

13. Directors and Key Managerial Personnel

A) Changes in Directors and Key Managerial

Personnel

Since the last report, following changes took place in the Board of Directors and Key Managerial Personnel:-

- Mr. Nirmal Gangwal, an independent director resigned with effect from August 24, 2016.

- Mr. Braja Mishra resigned from the position of the Managing Director with effect from December 31, 2016. However, he continued as a non-executive director.

- Mr. Lalitkumar Naik was appointed as the Managing Director & Chief Executive Officer with effect from January 1, 2017.

- Nomination of Mr. Mukul Sarkar was withdrawn by the EXIM Bank Ltd. from the position of the director with effect from January 25, 2017.

- Mr. Desh Raj Dogra was appointed as an additional independent director with effect from February 10, 2017, whose term is expiring at the forthcoming Annual General Meeting.

Pursuant to Section 160 of the Companies Act, 2013, the Company has received a notice from a member proposing Mr. Dogra for appointment as a director of the Company. Accordingly, a resolution proposing his appointment has been included in the notice convening the Annual General Meeting. Mr. Dogra meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Balkrishan Goenka and Mr. Utsav Baijal are retiring by rotation at the forthcoming Annual General Meeting and being eligible, they have been recommended for re-appointment by the Board.

Details about the directors being (re)-appointed are given in the Notice of the forthcoming Annual General Meeting which is being sent to the members along with the Annual Report.

B) Declaration by Independent Directors

The independent directors have individually declared to the Board that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this Report which may affect their status as an independent director.

C) Formal Annual Evaluation

The Company followed the 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 largely in line with the SEBI Guidance Note on Board Evaluation dated January 5, 2017. The evaluation process invited through IT enabled platform, sought 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 2016-17, the annual performance evaluation was carried out by the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory.

(D) Committees of the Board of Directors

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship, Share Transfer and

Investor Grievance Committee and meetings of those committees held during the year is given in the Corporate Governance Report annexed to the Annual Report as Annexure 7.

14. Particulars of outstanding loans, guarantees and investments under Section 186 are as under

(Rs, in million)

Name of the Entity / beneficiary	Investment	Corporate Guarantee	Loans
Welspun Pipes Inc.	0.44	-	-
Welspun Tradings Limited	50.22	6,828.48	-
Welspun Captive Power Generation Limited *	329.68	-	-
Welspun Mauritius Holdings Limited *	1,819.44	-	-
Welspun Wasco Coatings Private Limited	147.55	54.25	256.07
Standard Chartered Bank ADR	18.04	-	-
Bonds	4,639.92	-	-
Welspun Middle East Pipes Company LLC	-	2,389.43	-
Welspun Middle East Pipe Coating Company LLC	-	345.98	-

* Investment carried at fair value through profit and loss.

The corporate guarantees were given to secure credit facilities availed by the subsidiaries of your Company, guarantee export obligations of the subsidiaries to the custom authorities and to guarantee performance of the subsidiaries of the Company.

15. Particulars of contracts or arrangements with related parties

All related party transactions that were entered into during the year under Report were on an arm''s length basis and were in the ordinary course of business. 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 Company''s policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

Save and except as disclosed in the financial statements, none of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

Disclosures as required under the Companies Act, 2013 are given in Form AOC-2 annexed as Annexure 6 to this Report.

16. Managerial Remuneration

a. Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: The ratio of remuneration of the MD to the median remuneration was: 190 times. Mr. Braja Mishra ceased to be the Managing Director with effect from December 31, 2016. With effect from January 1, 2017, Mr. Lalitkumar Naik was appointed as the Managing Director and CEO of the Company

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: Managing Director: N.A. (Not Comparable because there was a mid-year changeover), CFO : (5)%, CS : (2.34)%

(iii) The percentage increase in the median remuneration of employees in the financial year: 5.99%

(iv) The number of permanent employees on the rolls of the Company: 2,693.

(v) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year : The market cap of the Company reduced from '' 26,177.82 million to '' 21,907.68 million. The P/ E ratio changed from 27.88 times to 12.55 times. The share price increased by 478.20% in comparison to the rate at which the Company came out with the public issue in February, 1997 (after taking in to consideration the reorganization of share capital done in March, 2005 but without considering other corporate actions not resulting in to any change in the share capital).

(vi) Average percentile increase /(decrease) already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase/ (decrease) in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration : Aggregate remuneration of employees excluding KMP reduced by 1.49%. Change in the remuneration of the KMP is not comparable due to change in the Managing Director during the financial year. Considering remuneration of the newly appointed Managing Director and CEO, the aggregate remuneration of KMP reduced by 57.06%.

(vii) The key parameters for any variable component of remuneration availed by the directors : Not applicable.

(viii) Affirmation that the remuneration is as per the remuneration policy of the Company: YES, Employees increment in remuneration is based on the individual performance and the Company performance for the Financial year.

b. Details of the top ten employees in terms of remuneration drawn and the name of every other employee as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

Name	Designation	Age (years)	DOJ	Remuneration (?)	Qualification	Previous Company	Nature of Employment	% Of Equity Shares held in the Company	Relative of any Director/ Manager of the Company
Vipul Mathur	Chief Operating Officer	47	02-Feb-01	28,675,068	MBA	Man Industries (India) Ltd	Permanent	0.00%	No
S Krishnan	CFO	55	03-Jun-13	24,721,362	M. Com, LLB-Part I, ACA, ACS, AICWA	United Phosphorus Ltd.	Permanent	0.00%	No
Prasanta K Mukherjee	Director	56	02-May-99	21,608,804	BE	Kilburn Engineering Ltd	Permanent	0.00%	No
Godfrey John	Director	52	11-Jun-12	18,443,697	MBA	Ferro Tech India Pvt. Ltd.	Permanent	0.00%	No
Lalitkumar Naik	Managing Director & CEO	56	01-Dec-16	11,835,616	PGDM, B. Tech (Chemical Engineering)	Aditya Birla Group	Permanent	0.00%	No
Rajeev Singh	President	43	06-Dec-14	10,500,000	BE Met, MPM&IR	BG Group	Permanent	0.00%	No
Tribhuwan Singh Kathayat	President	46	20-Jun-96	9,556,388	B.Sc, DME, MBA	Jindal Organisation	Permanent	0.00%	No
Gaurang Desai	President	45	01-Nov-08	9,211,608	MBA (Fin), BE (Mech)	Gala Precision	Permanent	0.00%	No
Suresh Chander Darak	President	49	02-Jan-08	8,305,000	B Com, DITM	Reliance Industries Ltd.	Permanent	0.00%	No
Brig. Atul Kumar Wahi	President	61	16-Jul-12	7,150,152	BE (Civil), Master of Management Science (Defense)	Indian Army	Permanent	0.00%	No
Sunil P. Singhal	Senior Vice President	54	30-Jul-08	7,079,568	BE Mechanical	Ispat Industries	Permanent	0.00%	No
Gaurav Merchant	Vice President	44	15-Jan-14	6,890,025	B Com, MBA	Essar Steel Limited	Permanent	0.00%	No
Ketan Patel	Senior Vice President	47	03-Nov-15	6,600,000	B Com , CA, ICWA,	JSW Steel Ltd.	Permanent	0.00%	No
Rupak Ghosh	Senior Vice President	48	29-Oct-07	6,428,801	ICWA, CA	Blue Star Limited	Permanent	0.00%	No
Shrinivas Shridhar Durge	Senior Vice President	57	lO-Nov-IO	5,976,228	BE (Mechanical)	SAIL	Permanent	0.00%	No
Sanjay Batra	Senior Vice President	49	26-Dec-00	5,765,159	Dip Mech/DBA	MSL	Permanent	0.00%	No

c. Managing Director of the Company was not in receipt of any commission from the Company and at the same time, remuneration or commission from the Company’s Subsidiary Company.

d. Particulars of remuneration to the executive directors including the details of remuneration paid/payable to the executive directors for the financial year 2016-17 are as under:

Name of the Director	Salary & Allowance	Perquisites	Commission	Service Contract/ Tenure	performance linked incentives	Notice Period	Severance Fees	Stock Option	Pension
1 Mr. Lalitkumar Naik	? 9.4 million*	Nil	Nil	4 years 11 months	Nil	1 month	Nil	Nil	Nil
2 Mr. Braja Mishra#	? 45.19 million	Nil	Nil	5 years	Nil	1 month	Nil	Nil	Nil

* employed as the MD & CEO with effect from January 1, 2017. The remuneration is proportionate to his tenure of employment during 2016-17.

# ceased to be the Managing Director with effect from December 31, 2016 and hence considered proportionate remuneration for FY 2016-17.

No remuneration or perquisite was paid to, and no service contract was entered into with, or stock options granted to, but the sitting fees were paid to the following directors/ nominating institutions for attending meetings of Board / Committees of the Board.

Name of the Director		(Amount in '')
1	Mr. Atul Desai	144,000
2	Mr. Desh Raj Dogra	72,000
3	Mr. K. H. Viswanathan	780,000
4	Mr. Mintoo Bhandari	204,000
5	Mr. Mukul Sarkar	108,000
6	Mr. Rajkumar Jain	828,000
7	Mr. Ram Gopal Sharma	828,000
8	Mrs. Revathy Ashok	216,000
9	Mr. Utsav Baijal	72,000

The above mentioned sitting fee paid to the nonexecutive directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees. Hence prior approval of the members as stipulated under Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not required.

17. Shareholding of the Directors of the Company as on March 31, 2017

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 or convertible securities in the Company.

18. Corporate Governance Certificate

The Compliance certificate obtained from M/s. JMJA & Associates LLP, Company Secretaries regarding compliance of conditions of corporate governance as stipulated in Chapter IV read with relevant Schedule to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with this Report.

19. Risk management policy

With its fast and continuous expansion in different areas of businesses across the globe, the Company is exposed to plethora of risks which may adversely impact growth and profitability. The Company recognises that risk management is of concern to all levels of the businesses and requires a structured risk management policy and process involving all personnel. With this objective the Company had formulated structured Risk Management Policy thereby to effectively address such risks namely, strategic, business, regulatory and operational risks. The Policy envisages identification of risks by each business segment 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 risks identified are reviewed by a committee of senior executives and the Managing Director & CEO of the Company and appropriate actions for mitigation of risks are advised; the risk profile is updated on the basis of change in the business environment.

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

20. Familiarization program for Independent Director

The details of familiarization program (for independent directors) are disclosed on the Company''s website and a web link thereto is: http://www.welspuncorp.com/system/ downloads/attachments/000/000/147/original/ Familiarisation_program.pdf?1442920868.

21. Code of Conduct

The Company has Code of Conduct for Board members and Senior Management Personnel. A copy of the Code has been put on the Company''s website for information of all the members of the Board and management personnel.

All Board members and Senior Management Personnel have affirmed compliance of the same.

A declaration signed by the Managing Director & CEO of the Company is given below:

“I hereby confirm that the Company has obtained from all the members of the Board and Management Personnel, affirmation that they have complied with the Code of Conduct for the financial year 2016-17."

22. Miscellaneous Disclosures

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

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

No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company''s operations in future.

Your Company has not made any provision of money for the purchase of, or subscription for, shares in your 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 the Companies (Share Capital and Debentures) Rules, 2014 is not required.

Further, the Board of your Company approved the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace at its meeting held on January 27, 2014 and formed the Internal Complaints Committee for each locations of your Company. No case of sexual harassments was reported to the Internal Complaints Committee during the year under 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 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 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.

Acknowledgements

Your directors thank the Government Authorities, Financial Institutions, Banks, Customers, Suppliers, Shareholders, Employees and other business associates of the Company, who through their continued support and co-operation, have helped as the partner in your company''s progress and achievement of its objectives.

For and on behalf of the Board of Directors

Balkrishan Goenka

Place: Mumbai Chairman

Date: May 8, 2017 (DIN: 00270175)

---

Mar 31, 2016

To,

The Members,

We spun Corp Limited

The directors have pleasure in presenting the 21st Annual Report of your Company along with the Audited Financial Statement for the financial year ended March 31, 2016.

1. Financial Results

(Rs. in millions)

	Standalone		Consolidated
Particulars	For the year ended		For the year ended
	31.03.2016	31.03.2015	31.03.2016	31.03.2015
Revenue from operations (Net)	37,853.85	49,489.39	83,204.36	84,504.87
Profit before finance cost, depreciate on & tax	3,058.41	4,300.87	10,349.41	9,508.03
Less : Finance costs	1,926.60	2,128.05	2,636.78	2,830.28
Profit before deprave at on & tax	1,131.81	2,172.82	7,712.63	6,67775
Less: Deprecate at on/Adoration	2,475.26	2,42778	4,542.04	4,365.04
Profit before tax for the year	(1,343.45)	(254.96)	3,170.59	2,312.71
Less : Provision for tax for earlier year	-	77.48	(78.28)	77.48
Current Tax	-	-	1,265.21	91.52
MAT Cede t Entertainment	-	(7748)	-	(7748)
Deferred ~ax	(409.83)	(9790)	(37777)	85.93
Profit/(loss) after tax for the year	(933.62)	(157.06)	2,274.74	690.41
(after Minority Interest)
Add : balance brought forward from previous year	9,355.55	9,835.49	17,346.78	17,290.82
Profit available for appropriation	8,421.93	9,513.45	19,621.52	17,816.25
“transfer to Statutory Reserve	-	-	(19.38)	(311.57)
Proposed Dividend on equity shares & tax	(159.61)	(15790)	(159.61)	(15790)
Equity dividend & tax of earlier years	(0.48)		(0.48)
Balance carried forward to the next year	8,261.84	9,355.55	19,442.05	17,346.78

2. Performance Highlights

Production highlights for the year under Report are as under:

(Qty in MT)

	Standalone		Consolidated
	FY 2015-16 FY 2014-15		FY 2015-16 FY 2014-15
Pipes	521,207	618,858	1,119,444 Rs.	1,130,323
H. R. Plates & Coils	234,571	109,147	234,571	109,147

3. Reserves and Dividend

In view of the losses during the financial year under Report, the Board does not propose any amount for transfer to reserves.

The Board is pleased to recommend a dividend @ 10% for the year ended March 31, 2016 i.e. Rs. 0.50 per equity share of Rs. 5/- each fully paid-up out of the accumulated profits. In respect of the dividend declared for the previous financial years, Rs. 4.15 million remained unclaimed as on March 31, 2016.

4. Internal Controls

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on your Company''s operation.

5. Subsidiary/Joint Ventures/Associate Companies and their performance

The Company has 10 subsidiaries. A report on the performance and financial position of each of the subsidiaries and joint venture companies included in the consolidated financial statement is presented in Form AOC-1 annexed to this Report as Annexure - 1.

6. Deposits

The Company has not accepted any deposit within the meaning of the Chapter V to 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.

7. Auditors

(i) Statutory Auditors:

Your Company''s Auditors M/s. Price Waterhouse Chartered Accountants LLP, who have been appointed up to the conclusion of the 24th Annual General Meeting, subject to ratification by the members of the Company at every Annual General Meeting, have given their consent to continue to act as the Auditors of the Company for the remaining tenure. Members are requested to consider their re-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) Cost Auditors:

M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), are proposed to be appointed as the Cost Auditors under Section 148 of the Companies Act, 2013.

The members are requested to approve their remuneration by passing an ordinary resolution pursuant to Rule 14 of the Companies (Audit and Auditors) Rules, 2015.

(iii) Secretarial Auditors:

The Board of Directors has re-appointed M/s. M Siroya and Company, Practicing Company Secretary, as the Secretarial Auditor of your Company for the year 2016-17.

8. Auditors’ Report

(a) Statutory Auditors’ Report

The Auditors'' observations read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

(b) Cost Audit Report

The Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2015-16. The Cost Audit Report for the year

2014-15 was e-filed on September 16, 2015.

The Cost Audit for the financial year 2015-16 is in progress and the report will be e-filed to the Ministry of Corporate Affairs, Government of India, in due course.

(c) Secretarial Audit Report

Secretarial Audit Report given by M/s. M Siroya and Company, Company Secretaries is annexed with the Report as Annexure 2.

9. Share Capital & Listing

(A) Issue of equity shares with differential rights

The Company does not have any equity 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.

(B) Issue of sweat equity shares

During the year under Report, the Company has not allotted any sweat equity and hence no disclosure is required under rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

(C) Issue of employee stock options

During the year 2014-15, the Company granted stock options to the Managing Director of the Company in terms of the Employment Agreement and the resolution passed by the members of the Company at the Extra Ordinary General Meeting held on August 6, 2012.

The particulars required to be disclosed pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given below:

a Options granted		2,050,029
b Options vested (excluding vested portion of lapsed Options)		2,050,029
c Options exercised		2.050.029
d Total number of equity shares arising as a result of exercise of Options		2.050.029
e Options lapsed		Nil
f Exercise Price		Rs. 1 per equity share N.A.
g Variation of terms and conditions		N.A
h Money realized by exercise of Options		Rs. 2,050,029
i Total number of Options in force		Nil
j Employee wise details of options granted to	Key Managerial Personnel	a. 2,050,029 to the Managing Director
	Other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	b. Nil
	Employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	c. Nil
k Diluted EPS		Rs. (3.54) as compared to Rs. (0.60) of last year
Weighted-average exercise prices		Rs. 1 per equity share
m Weighted-average fair values of options		Rs. 64.97 (as per Back Scholes Model)

Difference in employee compensation cost based on intrinsic value and fair value:

The Company has adopted intrinsic value method for valuation and accounting of the aforesaid stock options as per SEBI (Share Based Employee Benefits) Regulations, 2014.

Had the Company valued and accounted the aforesaid stock options as per the Black Scholes Model, the net loss for the year would have been lower by Rs. (3.42) million and the diluted earnings per share would have been Rs. (3.53) per share instead of Rs. (3.54) per share.

(D) Disclosure of Shares held in suspense account under Clause F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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
Know of No of shareholders Shares	No of shareholders	No of Shares	No of shareholders	No of Shares	No of shareholders	No of Shares
211 53,480	2	280	2	280	209	53,200

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

(E) Listing with the stock exchanges.

The Company''s equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Secured Non-Convertible Debentures are listed on the BSE Limited. The Global Depository Receipts are listed at Singapore Securities Trading Limited (SGX-ST).

Annual listing fees for the year 2015-16 have been paid to BSE, NSE and SGX-ST.

10. Extract of the annual return ^s

An extract of the annual return in Form MGT-9 of the Companies (Management and Administration) Rules, 2014 is attached to this Report as Annexure - 3.

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

Initiatives taken for conservation of energy, its impact are as under

	Energy Saving KwH/ p.a.	Saving in Cost ° (Rs. /p.a.)^B s
Pipe Mill - Dahej
Installation of 30 W LED fixture at "Crossroad Display Board in place of	7,735	55,145
150 W metal halide lamps
Plate and Coil Mills - Anjar
Optimum operation of air blower in furnace area [Installed 2 nos. 315 kW each] during rolling.	825,552	55,72,476
Saving in utility area by major pipe repairing work in De-Scaling and Laminar Headers along with De-Scaling Headers (Primary and Secondary) Nozzle Replacement. Water pumping reduced n totally	1,061,784	71,67,044 S
Fuel savings by adding Burn-A Flue Add tavern Furnace o .	33,960 L ter [HFO]	74,700 s
Replacement of 38 nose CFLs with 18 no’s of LED lights	1,152 / (4 months)	7.776
Pipe Mill - Anjar
Master & Slave Drive Load Sharing in Main Pinch Roll.	18,036	121,742
Fruit wagon HPP motor,	14,636	332,751
Indexer HPP motor,	29,882
Chips conveyor motors turn OFF n auto after 5 minutes f m s d e.	4,779
Interlock provided for mill brush motors to stop when mill is in idle condition	3,871	26,127
Replacement of Halogen light, Flood Light with LED light at End Facing Machine and at Forming Mill.	2,443	16,488
Running 15 HP cooling tower raw water recalculate pump in night hours instead of 75 HP pump	82,432	556,417
VFD installation at 8 HP Inspection Bed Conveyors, 24 HP MUT Conveyors, 16 HP MPI Conveyors, 10 HP Marketing Bed Conveyors	5,274	35,603
Replacement of 400 Watt MHL fittings by 90 Watt LED fittings.	3,647	24,614
Loading t me reduction n hydro tester high pressure pumps (45kw).	16,853	113,756
Switching outdoor gutting with clock ON/OFF t mer.	2,920	19,710
Big Dial blasting inlet HPP motor power consumption reduction from 9.5 Kw (4 5.5) to 7.5 Kw	3,774	25,476
Big Dial Final HPP 22Kw motor & Small Dial blasting HPP 4kw motor made automatic OFF	22,048	148,824
Timer provision to HPP & interlocking it with relief valve operation in Internal Da.	6,182	41,731
Reduction of Air Blower Running hours and n de t me.	6,250	42,185
Reduction of Quenching Zone Exhaust fan Running Hours when d e.	3,246	21,909
Replaced Turbine motor with suitable size of motor.	15,423	104,104
T() run A r Blower only during blowing.	20,563	138,802
Reduction n pipe handing time in Internal Coating.	59,884	404,216
Reduction n High Mast Lighting Fixtures	3,456	23,328
Reduction in idle running of Hydraulic Power Pack Handling (Indexers and conveyors).	945	6,379
Pipe Mill - Mandya
Reduce compressor air consumption	9,900	70,000
Running only ID/OD 1 & 2 machine only when Offline 02 No. ID/OD machine are running	120,000	840,000
Utilization of Hydrotestors effectively	12,000	84,000

		2015-16	2014-15
	A. POWER AND FUEL CONSUMPTION
1	ELECTRICITY
(A)	Purchased
	UNIT (IN Rs.000S) MWH	79,684	68,385
	Total COS" (rs |N lacS)	5,202	4,729
	RA_E/UNI_ (RS)	6.53	6.92
(B)	OWN GENERATION
(I)	THROUGH D.G. SET (CPP)
	GENERATOR UNI- (IN Rs.000S) MWH	16,084	15,252
UNTS GENERATOR PER UNTS OF FUEL
	COST UNI" (RS)	19.57	21.39
(ll)	THROUGH STEAM TURBINE / GENERATOR
	GENERA-OR UNI" (IN Rs.000)	13,343	10,846
	TOTAL COS" (RS IN LACS)	534	634
	COS-/UNI- (RS/KG)	4.00	5.84
2	COAL AND LIGNITE
(I)	COAL -(GENERATION OF STEAM)
	UNI" (IN Rs.000S) MT	17,241	21,325
	TOTAL AMOUNT (RS IN LACS)	544	722
	RATE/UN|T(INRs. Rs.000) (Rs./KG)	3.16	3.39
(II)	OTHERS- LIGNITE & LIME STONE(FOR GENERATION STEAM)
	UNIT (IN Rs.000S) MT	-	1,342
	TOTAL AMOUN" (Rs. IN LACS)	-	36
	RA-E/UN|-(INRs. Rs.000) (Rs./Kg)	-	2.69
3	FURNACE OIL
	QUANT|TY (K. Ltrs.)	10,823.09	4,452
	TOTAL AMOUN" (Rs. IN LACS)	2,306.04	1,588
	AVERAGE RATE COST/UN|T (Rs./Ltr)	21.31	35.67
4	LPG
	QUANT|TY MT	21788	-
	TOTAL AMOUN" (Rs. IN LACS)	81.44	-
	AVERAGE RATE COSTL.NT -Rs./M"	37378	-

			2015-16	2014-15
B. CONSUMPTION PER UNIT OF PRODUCTION PRODUCTS
(i)		NAME OF PRODUCT - WELDED PIPES
		ELECIRICIT Y UNITS KWH	174.50	118.26
(ii)		NAME OF PRODUCT - M.S. PIPES (ERW) ELECTRICITY UNITS KWH	85.88	92.26
(iii)		NAME OF PRODUCT - POWER STEAM - UNITS - MT/MWH	6.44	14.92
(iv)		NAME OF PRODUCT - M.S. PLATE ELECTRICITY - UNITS KWH	152.42	142.00
		FURNACE OIL ( K. Ltrs)	52.76	40.79
(v)		NAME OF PRODUCT - H.R. COIL ELECTRICITY- UNIT	99.39	9727
		FURNACE OIL (K.LTRS)	44.50	40.79

01	Technology absorption	Not Applicable
02	Research & Development
A	Specific areas in which R&D is carried out by the Company:	Anjar Pipe Mill:
		1.	Development of LSAW pipes of X60 for sour-service applications from cut-to-length sheets.
		2.	Development of very low Diameter/thickness LSAW X65 pipes for offshore sour service applications.
		3.	Dual Approach for Internal Coating of Gas Pipelines: Improved Flow and Corrosion Resistance.
		4.	Properties enhancement of hot induction bends made by Thermo Mechanical Control Pipes.
		Anjar Coating Plant:
		1.				Development of Pipe Insulation coatings (4/5/7 Layer
						Insulation coatings).
		2.				Development of Fusion Bonded Epoxy / 3 Layers coatings of Bends.
		3.				Developments of Liquid coatings of Pipes.
		4.				Development of New coating Materials for alternate sources.
B	Benefits derived as a result of the above R&D.	Anjar Pipe Mill:
		1.		Cost reduction on account of raw material without compromising the quality.
		2.		To fulfill the need for catering the stringent pipes for transportation of gas/liquid from remote and difficult to access field.
		3.		Increased coating life of pipes used for gas/liquid transportation.
		4.		Very good quality bends at low cost using Thermo Mechanical Control Pipes.
		Anjar Coating Plant:
		1.			One stop solutions for customers for a tailpipe needs.
		2.			A ternate cost effective and better quality coating mater a s.
		3.			New Customer approvals.
		4.			Increased coating life of pipes used for gas/liquid transportation.
C	Future plan of action	Anjar Pipe Mill:
		1.			Development of API 5L X70M PSL2 plates in-house in the
					Plate Mill for both high strain based design and conventional
					design pipes.
		2.			Development of quench and tempered hot induction bends without transition zones and with and without coating for in Pipe Bending Mill of Anjar.
		3.			Development of API 5L LSAW pipes of Grade 550/X80M for onshore sweet service gas pipelines.
		4.			Use of new wire and flux for low temp toughness and very low hardness in SAW pipes.
03	Expenditure on R&D
	(a) Capital				NIL
	(b) Recurring				Rs. 12.18 m on
	(c) Total				Rs. 12.18 m on
	(d) Total R&D expenditure as a percentage of total turnovers.				0.06%

Foreign exchange earnings and outgo:

Total foreign exchange used and earned.	Used : Rs. 25,604.80 million
	Earned : Rs. 8,596.63 million

12. Corporate Social Responsibility (CSR)

Disclosures as required under Rule 9 of the

Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as Annexure 4.

13. Directors and Key Managerial Personnel

(A) Changes in Directors and Key Managerial Personnel

Since the last report, no change took place in the Board of Directors and Key Managerial Personnel.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Mandawewala and Mr. Braja Mishra are retiring by rotation at the forthcoming Annual General Meeting and being eligible, they have been recommended for re-appointment by the Board.

Details about the directors being re-appointee'' are given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual Report.

(B) Declaration by Independent Director(s)

The independent directors have individually declared to the Board that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this Report which may affect their status as an independent director

(C) 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. 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 2015-16, the annual performance evaluation was carried out which included evaluation of the Board, independent directors, no independent directors, executive 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 Executive Director, the Committees of the Board, the information provided to the Board. All results were satisfactory.

(D) Committees of the Board of Directors

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship, Share Transfer and Investor Grievance Committee and meetings of those committees held during the year is given in the Corporate Governance Report.

14. Particulars of outstanding loans, guarantees and investments under Section 186 are as under:

Investment in	Amount (Rs. in millions)
We spun Pipes Inc.	0.44
We spun "ridings L m ted	50.22
We spun Pipes L m ted	0.50
We spun Captive Power Generation Ltd	258.27
We spun Mauritius Holdings Ltd.	1,288.87
We spun Wasco Coatings Private Ltd	14755
Standard Chartered Bank ADR	34.77
Rated Bonds issued by Banks/ FIs	6,169.70
"AAA" Rated Corporate Bonds	250.00
Corporate Guarantees
Wels pun Middle East Pipe Coating	353.47
Company LLC
Wels pun Middle East Pipes Company	2,439.43
LLC
We spun "ridings Limited	7.936.44
Loans
Wels pun Pipes Inc	927.57
Wels pun Wasco Coatings Private Ltd	156.95

The corporate guarantees were given to secure credit capital facilities availed by the subsidiaries of your Company.

15. Particulars of contracts or arrangements with related parties

All related party transactions that were entered into during the year under Report were on an arm''s length basis and were in the ordinary course of business. 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 Company''s policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

Except for payment of sitting fees to the nonexecutive directors and payment of remuneration to the executive director, none of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Disclosures as required under the Companies Act, 2013 are given in Form AOC-2 annexed as Annexure 5 to this Report.

16. Managerial Remuneration

a. Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i)	The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year;	The ratio of remuneration of the MD to the median remuneration was: 555.89 times (Including value of ESOP exercised by him).
(ii)	The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;	Managing Director : 23.83% (Including value of ESOP exercised) CFO - 15.78% CS - 30.25%
(iii)	The percentage increase in the median remuneration of employees in the financial year;	11.13%
(iv)	The number of permanent employees on the rolls of the Company;	2,818
(v)	The explanation on the relationship between average increase in remuneration and the Company performance;	The revenue decreased during the financial year by 23.51% and the net loss increased by 494.39% over the previous financial year The aggregate remuneration of employees other than Key Managerial Personnel grew by 7.87% over the previous financial year This was in line with the market benchmarks and the Company''s policy for attracting and retaining talent. The aggregate increase in the remuneration* of Key Managerial Personnel was 22.73% over the previous financial year. * including value of sweat equity & ESOP exercised by the Managing Director This was in accordance with the agreement entered in to with the Managing Director as approved by the shareholders at the general meeting held on August 6, 2012.
(vi)	Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;	Remuneration to the KMP is 5.90% (including value of ESOP exercised by the Managing Director) of the EBITDA for 2015-16.

(vii)	Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;	The market cap of the Company increased from Rs. 14,159.77 million to Rs. 26,177.82 million. The P/ E ratio changed from 89.75 times to 27.88 times. The share price increased by 590.90% in comparison to the rate at which the Company came out with the public issue in February, 1997 (taking in to consideration the reorganization of capital done in March, 2005)
(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;		7.87% - aggregate remuneration of employees excluding KMP 22.73% - aggregate remuneration of KMP (including value of Sweat Equity and ESOP exercised by the MD). Justification: ESOPs were in accordance with the Agreement entered in to with the Managing Director as approved by the shareholders at the general meeting held on August 6, 2012.
(ix)	Comparison of the remuneration of each of the Key Managerial Personnel against the performance of the Company;	Remuneration to the MD - 4.93% (including value of ESOP exercised); CFO - 0.85%; and CS - 0.13% of the EBITDA for the Financial year 2015-16.
(x)	The key parameters for any variable component of Not applicable remuneration availed by the directors;
(xi)	The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and	Not applicable
(xii)	Affirmation that the remuneration is as per the remuneration policy of the Company	YES, Employees increment in remuneration is based on the individual performance and Company performance for the Financial year.

b. Details of every employee of the Company as required pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under (in alphabetical order):

Name	Designation	Age Date of Joining	Gross Salary Qualification Received (Rs.)	Previous company	Nature of employment	% of equity shares held in the company	Relative of any director/ manager of the company
Akhil Jindal	Director - Group Finance & Strategy	46 1-Jul-04	21217620 BE & MBA	S. Kumars Ltd.	Permanent	Nil	No
Braja Mishra	Managing Director	53 26-Apr-12	51,282,327 plus MBA value of ESOP perquisite 99,349,179	Ferro Tech India Pvt. Ltd.	Permanent	0.80	No
Brig. Atul Kumar Wahi	President - Central Services	60 16-Ju 1-12	6543221 BE (Civil), Master of Management Science, Course of Defense	Indian Army	Permanent	Nil	No
			Management.
Deepak Chauhan	Director - Legal	44 16-Dec-10	21084048 B Com/LLB/ LLM	GVK Power & infrastructure Ltd.	Permanent	Nil	No
Gaurang Desai	President - BU India & APAC	44 1-Nov-08	9315499 MBA (Finance) / BE Mech	Gala Precision Ltd.	Permanent	Nil	No
Gaurav Merchant	Vice president - Finance	43 15-Jan-14	6459153 B Com/MBA	Essar Steel Limited	Permanent	Nil	No
Godfrey John	Director - Supply Chain Management	51 11-June-12	19600333 MBA	Ferro Tech India Pvt. Ltd.	Permanent	Nil	No
Ketan Patel	Sr. VP - Accounts & Taxation	46 03-Nov-15	3441898 B.Com / CA/ICWA	JSW Steel Limited	Permanent	Nil	No
L. T. Hotwani	Director - Direct Taxation, Insurance & Corporate Accounts	63 01-Nov-06	15911790 B.Com	Welspun Steel Limited	Permanent	Nil	No
Navin Agarwal	VP - Chairman''s Office	43 2-Jun-08	7285361 MBA (Finance)	Mahindra & Mahindra Limited	Permanent	Nil	No
Prasanta Mukherjee	Chief Technical Officer	54 2-May-99	23864668 BE	Kilburn Engineering Limited	Permanent	Nil	No
Paras Jain	Sr. VP - Indirect Taxation	58 16-Jan-06	6433102 M.Com, FCA	Maral Overseas Limited	Permanent	Nil	No
l<.''i|<:ov Singh	CHPO (President - HGGA)	42 6-Doc-l/l	9.$14120 BE Mel / MPM & l<	BG Gro..p	Permanent	Nil	No
l<,.p.ik Ghosh	Sr. VP - 1 inner:- & M S	4/ 29-Ocl-0/	/2/85I9 CWA/ GA	Bk.e St.nr Limited	Permanent	Nil	No
S Kristin,in	Chiloe 1 inning Ollicer	54 .5-.k.n4.5	26.-5l.-5.-5r5/ M Com. LLB-Pnrl. . A.C.A, A.C.S, A.I.C.W.A	United Phosphores Limited	Permanent	Nil	No
Shrinivas Durge	Sr. VP - Operations	56 10-Nov-10	6347820 BE, Mechanical	Lloyd Steel industries Limited	Permanent	Nil	No
Sunil Singhal	Sr. VP - Projects & Technology	53 30-Jul-08	7226533 BE Mechanical	spat Industries Limited	Permanent	Nil	No
Suresh Darak	President - Indirect Taxation	48 2-Jan-08	8231478 B Com/ DITM	Reliance Industries Limited	Permanent	Nil	No
T. S. Kathayat	President - QA & TS	44 1-Aug-10	9182241 BSC/DME/MBA	Jindal Organization	Permanent	Nil	No
Vipin Gandhi	VP - IT	48 25-Qct-06	6552212 BE, MBA	Ashok Leyland Limited	Permanent	Nil	No

c. Managing Director of the Company was not in receipt of any commission from the Company and at the same time, remuneration or commission from the Company''s Subsidiary Company.

d. Particulars of remuneration to the executive directors including the details of remuneration paid/payable to the executive directors for the financial year 2015-16 are as under:

Name of the Director	Salary & Allowance	Perquisites	Commission	Service Contract/ Tenure	performance linked incentives	Notice Period	Severance Fees	Stock Option	Pension
Mr. Braja Mishra- Managing Director	Rs. 50.00 million	Rs. 1.28 million Plus Value of ESOP Perquisite Rs. 99.35 million.	Nil	Yes. 5 years from April 26, 2012	Nil	1 month	Nil	2,050,029 options issued at a price of Rs. 1 carrying right to subscribe for equal number of equity shares ofRs.5 each fully paid-up. Entire Options exercised on February 5, 2016.	Nil

No remuneration or perquisite was paid to, and no service contract was entered into with, or stock options granted to, but the sitting fees were paid to the following directors/ nominating institutions for attending meetings of Board / Committees of the Board.

	Name of the Director	Sitting Fees (Rs.)
1	Mr. K. H. V swanathan	700,000
2	Mr. Ra kumar Jain	668,000
3	Mr. Ram Gopa Sharma	678,000
4	Mr. N rma Gangwa	168,000
5	Mr. Mukul Sarkar (Nominee of Exim Bank)	66,000
6	Mr. Mintoo Bhandar	110,000
7	Mr. Utsav Bata	96,000
8	Mrs. Revathy Ashok	174,000
9	Mr. Atu Desa	132,000

The above mentioned sitting fee paid to the non-executive directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees. Hence prior approval of the members as stipulated under Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not required.

None of the directors had any transaction with the Company.

17. Shareholding of the Directors of the Company as on March 31, 2016

Name of the Director	No of shares	%
Mr. Balkrishan Goenka	140	0.00
Mr. Rajesh Mandawewala	200	0.00
Mr. Bra a M shra	2,130,494	0.80
Mr. Ram Gopa Sharma	2,100	0.00
Mr. Atu Desa	200	0.00

Except the above, none of the other Directors hold any shares or convertible securities in the Company.

18. Corporate Governance Certificate

The Compliance certificate obtained from M/s. JMJA & Associates LLP, Company Secretaries regarding compliance of conditions of corporate governance as stipulated in Chapter IV read with relevant Schedule to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with this Report.

19. Risk management policy

With its fast and continuous expansion in different areas of businesses across the globe, the Company is exposed to plethora of risks which may adversely impact growth and profitability.

The Company recognizes that risk management is of concern to all levels of the businesses and requires a structured risk management policy and process involving all personnel. With this objective the Company had formulated structured Risk Management Policy thereby to effectively address such risks namely, strategic, business, regulatory and operational risks. The Policy envisages identification of risks by each business segment 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 risks identified are reviewed by a committee of senior executives and the Managing Director of the Company and appropriate actions for mitigation of risks are advised; the risk profile is updated on the basis of change in the business environment.

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

20. Familiarization program for Independent Director

The details of familiarization program (for independent directors) are disclosed on the Company''s website and a web link thereto is: http://www.welspuncorp.com/system/ downloads/attachments/000/000/147/original/ Familiarisation_program.pdfRs.1442920868.

21. Code of Conduct

The Company has Code of Conduct for Board members and senior management personnel. A copy of the Code has been put on the Company''s website for information of all the members of the Board and management personnel.

All Board members and senior management personnel have affirmed compliance of the same.

A declaration signed by the Managing Director of the Company is given below:

"I hereby confirm that the Company has obtained from all the members of the Board and Management Personnel, affirmation that they have complied with the Code of Conduct for the financial year 2015-16.”

22. Miscellaneous Disclosures

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

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

No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company''s operations in future.

Your Company has not made any provision of money for the purchase of, or subscription for, shares in your 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.

Further, the Board of your Company approved the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace at its meeting held on January 27, 2014 and formed the Internal Complaints Committee for each locations of your Company. No case of sexual harassments was reported to the Internal Complaints Committee during the year under 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 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 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.

Acknowledgements

Your directors thank the Government Authorities, Financial Institutions, Banks, Customers, Suppliers, Shareholders, Employees and other business associates of the Company, who through their continued support and co-operation, have helped as the partner in your company''s progress and achievement of its objectives.

For and on behalf of the Board of Directors

Balkrishan Goenka

Place: Mumbai Chairman

Date: May 23, 2016 DIN No.00270175

---

Mar 31, 2015

The Members,

Welspun Corp Limited

The directors have pleasure in presenting the 20th Annual Report of your Company along with the Audited Financial Statement for the financial year ended March 31,2015.

1. Financial Results (Rs in million) Standalone For the year ended

Particulars 31.03.2015 31.03.2014

Revenue from operations (Net) 49,489.39 48,676.12

Profit before finance cost, depreciation 4,300.87 4,219.72 & tax

Less : Finance costs 2,128.05 2,239.81

Profit before depreciation & tax 2,172.82 1,979.91

Less: Depreciation/Amortization 2,427.78 2,255.69

Profit before tax for the year (254.96) (275.78)

I Less:Provisionfortaxforearlier year 77.48 -

Current Taxation - -

MAT Credit Entitlement (77.48) -

Deferred Taxation (97.90) (100.36)

Profit/(loss) after tax for the year (after (157.06) (175.42) Minority Interest)

Add : balance brought forward from previous 9,835.49 14,156.03 year

Profit available for appropriation 9,513.45 9,988.28

Transfer to Statutory Reserve - -

Proposed Dividend on equity shares & tax 157.90 153.81

Equity dividend & tax of earlier years - (102)

Balance carried forward to the next year 9,355.55 9,835.49

Consolidated For the year ended 31.03.2015 31.03.2014

Revenue from operations (Net) 84,504.87 77,047.23

Profit before finance cost, depreciation 9.508.03 8,439.16 & tax

Less : Finance costs 2,830.28 2,964.04

Profit before depreciation & tax 6,677.75 5,475.11

Less: Depreciation/Amortization 4.365.04 4,063.01

Profit before tax for the year 2,312.71 1,412.10

Less:Provision for tax for earlier year 77.48 -

Current Taxation 91.52 414.57

MAT Credit Entitlement (77.48) -

Deferred Taxation 85.93 17.01

Profit/(loss) after tax for the year 690.41 733.90 (after Minority Interest)

Add : balance brought forward from 17,290.82 17,705.39 previous year

Profit available for appropriation 17,816.25 17,536.63

Transfer to Statutory Reserve (311.57) (93.01)

Proposed Dividend on equity shares & tax 157.90 153.81

Equity dividend & tax of earlier years - (102)

Balance carried forward to the next year 17,346.78 17,290.82

2. Performance Highlights

Production highlights for the year under report are as under:

Product Standalone F.Y. 2014-2015 F.Y. 2013-2014

Pipes (MT 618,858 618,180

HR. Plates & Coils (MT) 109,147 22,516

Product Consolidated F.Y. 2014-2015 F.Y. 2013-2014

Pipes (MT 1,130,323 1,021,576

HR. Plates & Coils (MT) 109,147 22,516

3. Reserves and Dividend

In view of the losses, the Board does not propose any amount for transfer to general reserves.

The Board is pleased to recommend a dividend for the 10th consecutive year @ 10% for the year ended March 31, 2015 i.e. Re. 0.50/- per equity share of Rs.5/- each

fully paid-up out of accumulated profits. In respect of the dividend declared for the previous financial years, Rs. 4.49 million remained unclaimed as on March 31,2015.

4. Internal Controls

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Control ("IFC") within the meaning of the explanation of Section 134(5)(e) of the Compa- nies Act, 2013. For the year ended March 31, 2015, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations; wherein controls are in place and operating effectively and no material weakness exists. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect on your Company's operation.

5. Subsidiary/Joint Ventures/Associate Companies and their performance

The Company has 9 subsidiaries. A report on the performance and financial position of each of the subsid- iaries, associates and joint venture companies included in the consolidated financial statement is presented in Form AOC-1 annexed to this Report as Annexure 1.

6. Deposits

The Company has not accepted any deposit within the meaning of the Chapter V to 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.

7. Auditors

A) Statutory Auditors

Your Company's Auditors, M/s. Price Waterhouse Chartered Accountants LLP, who have been appointed up to the conclusion of the 24th Annual General Meeting, subject to ratification by the members of the Company at every Annual General Meeting, have given their consent to continue to act as the Auditors of the Company for the remaining tenure. Members are requested to consider their re-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.

B) Cost Auditors

M/s. Kiran J. Mehta & Co, Cost Accountants, are proposed to be appointed as the Cost Auditors under Section 148 of the Companies Act, 2013. The members are requested to approve their remuneration by passing an ordinary resolution pursuant to Rule 14 of the Compa- nies (Audit and Auditors) Rules, 2015.

C) Secretarial Auditors

The Board of Directors has re-appointed M/s. M Siroya and Company, Company Secretaries, as the Secretarial Auditor of the Company for the year 2015-16.

8. Auditors' Report

A) Statutory Auditors' Report

The Auditors' observations read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

B) Cost Audit Report

The Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants (Firm Registration No. 000025) as the Cost Auditors of the Company for the financial year 2014-15. The Cost Audit Report for the year 2013-14 was e-filed on August 20, 2014. The Cost Audit for the financial year 2014-15 is in progress and the report will be e-filed to Ministry of Corporate Affairs, Government of India, in due course.

C) Secretarial Audit Report Secretarial Audit Report given by M/s. M Siroya and Company, Company Secretaries is annexed with the report as Annexure 2.

9. Share Capital & Listing

A) Issue of equity shares with differential rights

The Company does not have any equity shares with differential rights and hence disclosures as required in Rule 4(4) of the Companies (Share Capital and Deben- tures) Rules, 2014 are not required.

B) Issue of sweat equity shares

During the year under report, the Company allotted 227,781 equity shares of Rs. 5/- each fully paid-up as sweat equity shares to the Managing Director pursuant to the special resolution passed by the shareholders at the Extra Ordinary General Meeting held on August 6, 2012. The disclosures as required in Rule 8 (13) of Compa- nies (Share Capital and Debentures) Rules, 2014 are as under:

(a) The class of director or employee to whom sweat equity shares were issued - Managing Director

(b) The class of shares issued as Sweat Equity Shares - Equity Shares

(c) The number of sweat equity shares issued to the directors, key managerial personnel or other employees showing separately the number of such shares issued to them, if any, for consideration other than cash and the individual names of allottees holding one percent or more of the issued share capital - 227,781 Sweat Equity Shares in consideration of know-how brought in by him in the Company.

(d) The reasons or justification for the issue - The shares were issued in consideration of the know-how brought in by the Managing Director in the Company.

(e) The principal terms and conditions for issue of sweat equity shares, including pricing formula - Ranking pari-passu in all respect with the existing equity shares and locked-in for a period of three years from the date of allotment i.e. upto March 30, 2018. Issue price is Rs. 127.13 per share as determined under applicable SEBI regulations.

(f) The total number of shares arising as a result of issue of sweat equity shares - 227,781 equity shares

(g) The percentage of the sweat equity shares of the total post issued and paid up share capital - 0.09% post issue and paid-up capital

(h) The consideration (including consideration other than cash) received or benefit accrued to the Company from the issue of sweat equity shares -Know-how brought in by him in the Company

(i) The diluted Earnings Per Share (EPS) pursuant to issuance of sweat equity shares - Rs. (0.60)

C) Issue of employee stock options

During the year under review, the Company has granted stock options to the Managing Director of the Company in terms of the Employment Agreement and the resolu- tion passed by the members of the Company at the Extra Ordinary General Meeting held on August 6, 2012.

The particulars required to be disclosed pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given below:

a Options granted 2,050,029

b Options vested Nil (excluding vested portion of lapsed Options)

c Options exercised Nil

d Total number of equity shares arising as a result of exercise of Options 2,050,029

e Options lapsed Nil

f Exercise Price Re. 1 per equity share

g Variation of terms and conditions N.A.

h Money realized by exercise of Options Nil (as no Options were exercisable during the year

i Total number of Options in force 2,050,029

j EmplOyee a. Key Managerial Personnel 2,050,029 to the Managing wise details of b. Other employee who receive Director options granted a grant of options to in any Nil one year of option amounting to five percent or more of options granted during that year.

c. Employees who were granted option, during any one year Nil equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.

k Diluted EPS Rs. (0.60) as compared to Rs. (0.67) of last year

l Weighted- Re. 1 per equity share average exercise prices (Rs.)

m Weighted- Rs. 64.97 (as per Black average fair Scholes Model) values of options (Rs.)

Difference in employee compensation cost based on intrinsic value and fair value:

The Company has adopted intrinsic value method for valuation and accounting of the aforesaid stock options as per SEBI (Share Based Employee Benefits) Regulations, 2014.

Had the Company valued and accounted the aforesaid

stock options as per the Black Scholes Model, the net loss for the year would have been lower by Rs. 1.26 million and the diluted earnings per share would have been Rs. (0.59) per share instead of Rs. (0.60) per share.

D) Disclosure of shares held in suspense account under Clause 5A of the Listing Agreement.

E) Listing with the stock exchanges

The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Secured Non- Convertible Debentures are listed on the Bombay Stock Exchange Limited. The Global Depository Receipts are listed at Singapore Securities Trading Limited (SGX-ST).

Annual listing fees for the year 2014-15 have been paid to BSE, NSE and SGX-ST.

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

Conservation of energy

Initiatives taken for conservation of energy, its impact are as under:

- Installation of Variable Frequency Drive at hydro inlet, outlet and OD-3 outlet conveyors at Dahej unit.

- Energy saving - 19,800 Kwh/year - Savings in cost - Rs. 108,900

- Modification In Fo Day Tank Heating Control System at Dahej unit

- Energy saving - 26,062 Kwh/Year o Savings in cost - Rs. 143,342

- Modified Brushing Unit Power Pack PLC Control Logic at Dahej unit.

- Energy saving - 2820 Kwh/year and o Savings in cost - Rs. 15,510

Technology absorption

1. Efforts, in brief, made towards technology absorption, adaptation and innovation - Not Applicable

2. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

3 In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not Applicable

Research and development

1. Specific areas in which R&D is carried out by the Company Pipe Mill at Anjar:

- Development of high strain based pipes in API 5L X70M PSL2 grade

- Development of high wall thick plates of API 5L X70M PSL2 grade pipes

- FBE/DFBE Coating of bends

- 3LPE-3LPP Coating of bends

- Liquid PU Coating of bends

- 5 LPP-7LPP Coating of Pipes for Insulation

Low Application temperature FBE and 3LPECoating for- strain Based design Pipes

High Operating Temperature pipeline - FBE and 3LPP Coating Special designed Conveyor Rollers for High Temperature Coating Stripping System

2. Benefits derived as a result of the above R&D.

Pipe Mill at Anjar: LSAW Pipe Mill qualified for supply of high strain based pipes in API 5L X70M PSL2 grade

3. Future plan of action

Anjar Pipe Mill: Development of API 5L X70M PSL2 plates at Plate Mill for high strain based design pipes.

4. Expenditure on R&D

(a) Capital - Nil

(b) Recurring - Rs. 16.17 million

(c) Total - Rs. 16.17 million

(d) Total R&D expenditure as a% of total turnover - 0.03%

Foreign exchange earnings and outgo:

5. Total foreign exchange used and earned.

Used : Rs. 38,679.43 million

Earned : Rs. 35,943.71 million

Including foreign exchange earned and used by the wholly owned subsidiary of the Company in India viz Welspun Tradings Limited.

11. Corporate Social Responsibility

Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this report as Annexure 3.

12. Directors and Key Managerial Personnel

A) Changes in Directors and Key Managerial Personnel Since the last report, no change took place in the Board of Directors and Key Managerial Personnel except the appointment of Mr. Atul Desai as an additional independent director whose term is expiring at the forth- coming annual general meeting. Pursuant to Section 160 of the Companies Act, 2013, the Company has received a notice from a member proposing Mr. Desai for appoint- ment as a director of the Company. Accordingly, a resolu- tion proposing his appointment has been included in the notice convening the annual general meeting. Mr.Desai meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Balkrishan Goenka and Mr. Utsav Baijal are retiring by rotation at the forthcoming Annual General Meeting and being eligible, they have been recommended for re- appointment by the Board.

Details about the directors being appointed / re-appoint- ed are given in the Notice of the forthcoming Annual Gen- eral Meeting being sent to the members along with the Annual Report.

B) Declaration by an Independent Director(s)

The independent directors have individually declared to the Board that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this report which may affect their status as an independent director.

C) Formal Annual Evaluation

The evaluation process was led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance vis-a-vis the plans, meeting challenging situations, performing leadership role within, and effective functioning of the Board. The evaluation process invited, through IT enabled platform, graded responses to a structured questionnaire for each aspect of 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 2014-15, the annual performance evaluation was carried out which included evaluation of the Board, independent directors, non-independent directors, executive 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 Board evaluated performance of the independent directors, the Board itself, the Chairman, the Executive Directors, the Committees of the Board, the information provided to the Board. All results were satisfactory.

D) Committees of the Board of Directors Information on the Audit Committee, the Nomina- tion and Remuneration Committee, the Stakeholders' Relationship, Share Transfer and Investors' Grievance Committee and meetings of those committees held during the year is given in the Corporate Governance Report.

13. Particulars of loans, guarantees and investments

Investment in Rs' (in million)

Welspun Captive Power Generation Ltd 230.31

Welspun Mauritius Holdings Ltd. 2,197.80

Standard Chartered Bank PLC IDR 34.77

Rated Bonds issued by Banks/ FIs 5,085.20

"AAA" Rated Corporate Bonds 1,568.40

Total 9,116.48

Corporate Guarantees Rs (in million)

Welspun Energy Ltd. 1,270.00

Welspun Captive Power Generation Ltd. 600.00

Welspun Middle East Pipes Coating LLc 333.44

Welspun Middle East Pipes LLC 2,384.82

Total 4,588.26

The corporate guarantees were given to secure credit capital facilities availed by subsidiaries of the Company and other companies in the group.

14. Particulars of contracts or arrangements with relat- ed parties

All related party transactions that were entered into during the year under report were on an arm's length basis and were in the ordinary course of business. 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 Company's policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Disclosures as required under the Companies Act, 2013 are given in Form AOC-2 annexed as Annexure 4 to this Report.

15. Familiarization program for Independent Director

The details of familiarization program (for independent directors) are disclosed on the Company's website and a web link thereto is: http://www.welspuncorp.com/ content.aspRs.Submenu = Y&MenuID=1&Sub- menuID=64

16. Code of Conduct

The Company has Code of Conduct for Board members and senior management personnel. A copy of the Code has been put on the Company's website for information of all the members of the Board and management personnel.

All Board members and senior management personnel have affirmed compliance of the same.

A declaration signed by the Managing Director of the Company is given below:

"I hereby confirm that the Company has obtained from all the members of the Board and Management Person- nel, affirmation that they have complied with the Code of Conduct for the financial year 2014-15."

17. Managerial Remuneration

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as re- quired pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year;

The ratio of remuneration of the MD to the median remuneration of the employees of the Company was: 496.3 times (Including value of ESOP granted & Sweat Equity allotted to him).

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Managing Director : 201.91% (Including value of ESOP granted & Sweat Equity allotted to him )

CFO - 12%

CS - 19%

(iii) the percentage increase in the median remuneration of employees in the financial year; 17%

(iv) the number of permanent employees on the rolls of the Company; 2,972

(v) the explanation on the relationship between average in- crease in remuneration and the Company performance;

The revenue growth during the financial year was 2.8% and the net loss reduced by 10.47% over the previous financial year.

The aggregate remuneration of employees other than Key Manageri- al Personnel grew by 13.4% over the previous financial year.

This was in line with the market benchmarks and the Company's policy for attracting and retaining talent.

The aggregate increase in the remuneration* of Key Managerial Personnel was 134% over the previous financial year.

-including value of sweat equity & ESOP granted to the Managing Director.

This was in accordance with the agreement entered in to with the Managing Director as approved by the shareholders at the general meeting held on August 6, 2012.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;

Remuneration to the KMP is 3.42% (including value of ESOP grant- ed & Sweat Equity allotted to the MD) of the EBITDA for 2014-15.

(vii) variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percent- age increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted com- panies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year;

The market cap of the Company decreased from Rs. 18,077.70 mil- lion to Rs. 14,159.77 million.

The P/ E ratio changed from 100.90 times to 89.75 times.

The share price increased by 276.95% in comparison to the rate at which the Company came out with the public issue in February, 1997 (taking in to consideration the reorganization of capital done in March, 2005)

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circum- stances for increase in the managerial remuneration;

13.4% - aggregate remuneration of employees excluding KMP 134% - aggregate remuneration of KMP (including value of ESOP granted & Sweat Equity allotted to the MD).

Justification: ESOP & Sweat Equity were in accordance with the Agreement entered in to with the Managing Director as approved by the shareholders at the general meeting held on August 6, 2012. Also, Rs. 50 lakhs was paid during the year as arrear pertaining to previous financial year.

(ix) comparison of the remuneration of each of the Key Managerial Personnel against the performance of the Company; Remuneration to the MD - 2.83% (including value of ESOP granted & Sweat Equity allotted to him).;

CFO - 0.52%; and

CS - 0.07% of the EBITDA for 2014-15.

(x) the key parameters for any variable component of remu- neration availed by the directors;

Not applicable

(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but re- ceive remuneration in excess of the highest paid director during the year; and

Not applicable

(xii) affirmation that the remuneration is as per the remuner- ation policy of the Company

Yes, Employees increment in remuneration is based on the individual performance and Company performance for the Financial year.

C) Managing Director of the Company was not in receipt of any commission from the Company and at the same time, remuneration or commission from the Company's Subsidiary Company.

D) Particulars of remuneration to the executive directors including the details of remuneration paid/payable to the executive directors for the financial year 2014-15 are as under:

Name of the Director Mr. Braja Mishra- Managing Director

Salary & Allowance Rs.45.08 million

Perquisites Rs.11.14 million

Commission Nil

Service Contract/Tenure Yes. 5 years from April 26,2012

Performance linked Nil incentives

Notice Period 1 month

Severance Fees Nil

Stock Option :

2,050,029 options issued at a price of Re. 1 carrying right to subscribe for equal number of equity shares of Rs. 5 each fully paid-up. The options shall be vested immediately after expiry of a period of one year from date of grant of options i.e. 24.12.2014. The options can be exercised within 3 (Three) years from the date of vesting.

Pension Nil

Value of Sweat Equity and ESOP Rs. 65.42 million.

No remuneration or perquisite was paid to, and no service contract was entered into with or stock options granted to, but the sitting fees were paid to, the following directors/ nominating institutions for attending meetings of Board / Committees of the Board.

Name of the Director (Rs)

Mr. K. H. Viswanathan 683,000

Mr. Rajkumar Jain 628,000

Mr. Ram Gopal Sharma 678,000

Mr. Nirmal Gangwal 96,000

Mr. Mukul Sarkar (Nominee of Exim Bank) 60,000

Mr. Mintoo Bhandari 310,000

Mr. Utsav Baijal 30,000

Mrs. Revathy Ashok 120,000

Mr. Atul Desai 120,000

The above mentioned sitting fees paid to the non- executive directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees. Hence, prior approval of the members as stipulated under Clause 49(M)(C) was not required.

None of the directors had any transaction with the Company.

18. Shareholding of the Directors of the Company as on March 31, 2015

Name of the Director No of shares %

Mr. Balkrishan Goenka 140 -

Mr. Rajesh Mandawewala 200 -

Mr. Braja Mishra 227,781 0.09

Mr. Ram Gopal Sharma 2,100 -

Mr. Nirmal Gangwal 277,074 0.11

Mr. Atul Desai 200 -

Except the above and 2,050,029 Stock Options, carrying right to subscribe for equal number of equity shares, granted to Mr. Braja Mishra-Managing Director, none of the other Directors hold any shares or convertible securities in the Company.

19. Corporate Governance Certificate

The Compliance certificate obtained from M/s. JMJA & Associates LLP, Company Secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement is annexed with the report.

20. Risk Management Policy

With its fast and continuous expansion in different areas of businesses across the globe, the Company is exposed to plethora of risks which may adversely impact growth and profitability. The Company recognizes that risk management is of concern to all levels of the businesses and requires a structured risk management policy and process involving all personnel. With this objective the Company had formulated structured Risk

Management Policy thereby to effectively address such risks namely, strategic, business, regulatory and opera- tional risks. The Policy envisages identification of risks by each product segment 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. For the key business risks identified by the Company please refer to the Management Dis- cussion and Analysis annexed to this Report.

21. Extract of the annual return

An extract of the annual return in Form MGT-9 of the Companies (Management and Adminis- tration) Rules, 2014 is attached to this report as Annexure 5.

22. Miscellaneous Disclosures:

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 financial year of the Company to which the financial statements relate and the date of the report.

No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the Company's operations in future.

The Company has not made any provision of money for the purchase of, or subscription for, shares in the Company or its holding 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 Companies (Share Capital and Debentures) Rules, 2014 is not re- quired.

Further, the Board of the Company approved the Poli- cy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace at its meeting held on January 27, 2014 and formed the Internal Com- plaints Committee for each location of the Company. No case of sexual harassment was reported to the Internal Complaints Committee during the year under review.

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 applica- ble 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 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregular- ities;

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.

Acknowledgements

Your directors thank the Government Authorities, Financial Institutions, Banks, Customers, Suppliers, Shareholders, Employees and other business associ- ates of the Company, who through their continued sup- port and co-operation, have helped as the partner in your company's progress and achievement of its objectives.

For and on behalf of the Board of Directors Place: Mumbai Balkrishan Goenka Date: April 28, 2015 Chairman (DIN : 00270175)

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Mar 31, 2013

To The Members, Welspun Corp Limited

The directors have pleasure in presenting the 18th Annual Report of your Company along with the Audited Financial Statement for the financial year ended March 31,2013.

FINANCIAL RESULTS (Rs. in millions)

Standalone Consolidated

For the year ended For the year ended

Particulars

31.03.2013 31.03.2012 31.03.2013 31.03.2012

Revenue from operations (Net) 66,321.65 57,697.11 108,700.50 89,765.76

Profit before finance cost, depreciation tax 6,696.73 5,077.55 10,289.04 11,246.40

Less: Finance cost 2,988.98 2,470.96 4,930.77 3,999.24

Gross Profit/ (Loss) 3,707.75 2,606.59 5,358.27 7,247.16

Less: Depreciation/ Amortization 2,289.91 1,843.52 4,761.21 3,515.23

Profit before tax for the year (before exceptional item) 1,417.84 763.07 597.06 3,731.92

Exceptional items 538.20 - 1,090.87 -

Profit before tax for the year (after exceptional item) 879.64 763.07 (493.81) 3,731.92

Less : Provision for taxation

Current Taxation 126.09 71.64 47.19 1,256.06

MAT Credit Entitlement (126.09) (71.64) (133.99) (44.91)

Deferred Taxation 348.78 113.69 477.11 291.62 Profit after tax for the year (after Minority Interest) 530.86 649.38 (703.23) 2,385.43

Add: balance brought forward from previous year 13,510.35 13,415.48 18,296.99 16,466.07

Profit available for appropriation 14,041.21 14,064.86 17,593.76 18,851.50

Transfer to General Reserve 53.09 65.00 56.27 65.00

Transfer to/(from) Debenture Redemption Reserve (321.92) 357.14 (321.92) 357.14

Proposed Dividend on equity shares tax 153.81 132.37 153.81 132.37

Equity dividend & tax of earlier years 0.20 - 0.20 - Balance carried forward to the next year 14,156.03 13,510.35 17,705.40 18,296.99

PERFORMANCE

Production and processing highlights for the year under report on stand alone basis are as under:

- Pipes:631,133MT(473,617MT).

- Plates:260,247MT(399,135MT).This show lesser in digamous procurement to plates for manufacturing.

- H.R.Coils: 209,546MT(107,880 MT). This shows more in digamous procurement of coils for manufacturing.

- Coating:4,142K sqm (2,096 Ksqm).This shows more demand for coated pipes.

- Power: 122,585MWH(173,117MWH).

(For the above as pect son consolidated basis, refer the Management Discussion and Analysis included in the Annual Report)

Depreciation charge for the year under Report increased as compared to the previous year mainly due to capitalization of Offline Pipeline Project at Mandya in Karnataka; full year depreciation effect in respect of LSAW Plant and on increased capital expenditure for enhancing productivity /debottlenecking at Plate and Coil Millat Anjar.

Finance Costs increased mainly on account of interest on increased borrowings in the form of the External Commercial Borrowings and the Non-Convertible Debentures borrowed/ issued during the year under report and charging of interest on foreign currency convertible bonds which were capitalize deadlier as per Accounting Standard 16 on borrowing cost.

Exceptional Items of Rs. 538.20 million is the write off of loan given to Welspun Natural Resources Private Limited (a wholly owned subsidiary of the Company) for contributing the Company''s share in the expenditure for Thailand Block of the joint venture Company viz. Adani Welspun Exploration Limited, which has been relinquished during the year after seismic studies and carrying out detailed diligence.

DIVIDEND

The Board recommends dived end@ 10% for the year ended March 31, 2013 i.e. Re. 0.50/- per equity share of Rs.5/- each fully paid-up. In respect of the dividend declared for the previous financial years,Rs.5.30 million remained un claimed as on March 31, 2013.

SCHEME OF ARRANGEMENT IN THE NATURE OF DEMERGER

The Board of Directors of the Company has approved, subject to approval under Sections 391 to 394 and Section 100 of the Companies Act, 1956 and other applicable provisions thereof, a scheme of arrangement for restructuring of business by transfer of all the assets and the liabilities of the infrastructure business (including energy, water, road), the direct reduced iron (DRI) business, oil and gas, and EPC contracting business (the "Other Businesses") to Welspun Infra Enterprises Limited (the "Resulting Company", a wholly owned subsidiary of the Company), by the Company with the Appointed Date being April 1, 2012 and the share exchange ratio of 1 (one) equity share of Rs. 10 each fully paid-up of Welspun Infra Enterprises Limited for every 20 (Twenty) equity shares of Rs. 5 each fully paid-up of the Company (the" Scheme").

The Schemes subject to approval of the shareholders and the credit or of both the Companies and also the regulators and the Court.

Your Board expects that the proposed demerger would enable the Companies to focus on and enhance their respective businesses by streamlining the operations; to carry on and conduct their respective businesses more efficiently and synergetic ally; and to pursue different business strategies and raisers ounces for meeting the irrespective grow the requirements.

FUNDSUTILIZATION

During the year under report, the Company has raised funds by issuing Secured Non- Convertible Debentures of Rs. 3,428 million, which have been utilized for the purposes as mentioned in the respective Information Memorandum issued for the issue. Un-utilized proceeds have been invested in liquid securities as at March 31, 2013.

Out of US$150 million Foreign Currency Convertible Bonds ("FCCB") issued by the Company during the financial year 2009-10, the Company has bought back and cancelled FCCB of US$68.5 million during the year under review by raising external commercial borrowings and out of internal sources. The FCCBs outstanding as at the end of the year under review were US$81.50 million. The proceeds have been utilized for the purpose for which the same was raised and pending utilization, the balance is lying in bank accounts outside India.

CHANGE IN THE CAPITAL OF THE COMPANY

During the year under review, the equity share capital of the Company increased by : I) 128,375 equity shares due to allotment of shares upon exercise of options under the Employee Stock Option Scheme of the Company; and ii) 35,038,889 equity shares upon compulsory conversion of One Compulsorily Convertible Debenture.

DIRECTORS

Since the last report, the following changes took place in the Board of Directors

(i) Mr. Utsav Baijal (DIN – 02592194) was appointed as a nominee of Insight Solutions Ltd. (the "Investor") w.e.f. November 10, 2012 in terms of the Investment Agreement dated June 29, 2011.

(ii) Mr.B.K.Goenka relinquished from the position of the Executive Chairman w.e.f. August 14,2012.However,he continue das the Non- Executive Chairman.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.Ram Gopal Sharmaand Mr. Nirmal Gangwal retire by rotation at the forthcoming Annual General Meeting and being eligible, have been recommended for re- appointment.

The term of appointment of Mr. Utsav Baijal expires at the forthcoming Annual General Meeting; the Company has however received notice under Section 257 of the Companies Act,1956 from a member proposing his candidature for the office of director.

Details about these Directors are given in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with the Annual Report.

DIRECTORS ARE SPONSIBILITY STATEMENT

Pursuant to Section 217(2AA)of the Companies Act,1956,your directors hereby confirm that:

(i) in the preparation of the accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review; (iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) they have prepared the accounts for the financial year ended March 31,2013 on a going concern basis.

AUDITORS

Your Company''s Auditors M/s. MGB &Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as the Auditors of the Company for the forthcoming tenure. Members are requested to consider their re- appointment as the Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 224 of the Companies Act,1956.

AUDITORS''REPORT

The Auditors A observation read with Notes to Accounts are self-explanatory and there for edonotcall for any comment.

COSTAUDITREPORT

The Company had appointed M/s. Kiran J.Mehta&Co., Cost Accountants as the Cost Auditor so the Company. 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. KiranJ.Mehta. Mr. Mehta was awarded Certificate of Meriting, the intermediate as well as the final, examinations of ICWAI at the national level. The firm has it she ad office at Ahmadabad and a Branch at Vadodara.

The Company h as appointed M/s Kiran J. Mehta and Co., (FRN- 000025) Cost Accountants for conducting Cost Audit for the Company for the financial year 2012-13. The Cost Audit for the year is in progress and the report will be e-filed to Ministry of Corporate Affairs, Government of India, in due course. The Cost Audit Report for the year 2011-12 was e-filed on December 26, 2012. The extended due date for e-filing of the Cost Audit report for the year 2011-12 was February 28, 2013.

EMPLOYEE STOCK OPTION SCHEME

The Company has granted stock options to eligible directors and employees of the Company and its subsidiary companies. The particulars required to bed is closed pursuant to Clause 12 of SEBI (Employees Stock Option Scheme) Guidelines, 1999 are given below:

Difference in employee compensation cost based on intrinsic value and fair value:

The Company has adopted intrinsic value method for valuation and accounting of the aforesaid stock options as per SEBI guidelines, and accordingly has accounted credit of Rs. 6.60 million on account of lapse of Options during the year as employee compensation for the year ended March 31, 2013.

Had the Company valued and accounted the at ore said stock options as per the Black Sholes Model, the net profit for the year would have been higher by Rs.5.05 million and the diluted earning supercharge would have been Rs.2.31 per share instead of Rs. 2.29 per share.

Details of stock options as required to be disclosed pursuant to Clause 12 of SEBI (ESOS and ESPS) Guidelines, 1999 are given below:

a Options granted During the year, no Option was granted. The Company has however agreed to grant, subject to approval of the Central Government, 2,050,029 Options over a period of 3 years to the Managing Director.

b Options vested (excluding vested portion of lapsed Options) Nil

c Options exercised 128,375

d Total number of equity shares arising as a result of exercise of Options 128,375

e Options lapsed 246,875

f Total number of Options in force 32,875

g Money realized by exercise of Options Rs. 10.27 million

h The pricing formula Exercise price is to be at 25% discount to the latest available closing market price of the equity shares of the Company, prior to the date of grant.

i Variation of terms and conditions N.A.

j Employee wise details of options granted to

Whole Time Directors o Nil

Employee who re- ceived a grant in any one year of ] option amounting to 5% or more of option granted during that year

o Nil

Employees, who were granted option, during one year, equal to or exceeding 1% of the issued capital (excluding o/s warr- ants & conver- sions) :

o Nil

k Diluted EPS Rs.2.31 as compared to Rs. 2.96 of last year

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES,1988

In terms of the above Rules, your directors are pleased to give the particulars as prescribed there in the Annexure, which form sap art of the Directors Report.

PARTICULARS OF EMPLOYEES

As per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the shareholders of the Company excluding the adores aid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ENERGY, TECHNOLOGY AND FOR EIGNEXCHANGE

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of Directors Report.

SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs vide its General Circular No.2/2011 dated February 8,2011 (the "Circular") granted general exemption to the companies from attaching a copy of the Balance Sheet, the Profit and Loss Account and other documents of its subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the holding company subject to fulfillment of conditions stipulated in the Circular.

Therefore, the said documents of the following subsidiary companies viz. (1) Welspun Pipes Limited, (2) Welspun Tradings Limited, (3) Welspun Natural Resources Private Limited, (4) Welspun Plastics Private Limited, (5) Welspun Pipes Inc, (6) Welspun Tubular LLC, (7) Welspun Global Trade LLC, (8) Welspun Mauritius Holdings Limited, (9) Welspun Middle East Pipe Coatings Company LLC, (10) Welspun Middle East Pipe Company LLC, (11) Welspun Middle East DMCC, (12) Welspun Maxsteel Limited, (13) Welspun Infratech Limited, (14) Welspun Road Projects Private Limited, (15) Welspun Projects Limited, (16) Welspun Infra Projects Private Limited, (17) MSK Projects (Himmatnagar By pass) Private Limited, (18) MSK Projects (Kim Mandavi Corridor) Private Limited, (19) Welspun Water In restructure

Private Limited, (20) Welspun Energy Transportation Private Limited, (21) Welspun BoT Projects Private Limited (22) Anjar Road Private Limited, (23) Welspun Infra Enterprises Limited and (24) ARSS Bus Terminal Private Limited will not be attached to the Annual Report. However, the aforesaid documents relating to the subsidiary companies and the related detailed information will bemade available upon request by any member or investor of the Company. Further, the Annual Accounts of the subsidiary companies will be kept open for inspection by a member or an investor at the Registered Office of the Company or the respective subsidiary company.

As required under the Circular, a statement containing the requisite in formation for each subsidiary is attached with this Report.

FIXEDDEPOSITS

The Company has not accepted any public deposit within the meaning of the Companies (Acceptance of Deposit) Rules, 1975 and, as such, no amount on account of principal or interest on public deposit was out standing on the date of the Balance Sheet.

LISTINGWITHSTOCKEXCHANGES

The Company''s equity shares are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Secured Non-Convertible Debentures are listed on the Bombay Stock Exchange Limited. The Foreign Currency Convertible Bonds and the Global Depository Receipts are listed at Singapore Securities Trading Limited (SGX-ST).

Annual listing fees for the year 2013-14 have been paid to BSE, NSE and SGX-ST

CORPORATEGOVERNANCE

A separate report on the Corporate Governance is annexed hereto as a part of this Report. A certificate obtained from the Company Secretary in Practice regarding compliance of the conditions of the Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this Report. A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by the Clause32 of the Listing Agreement with the Stock Exchanges and Circular No. 2/2011 dated February 8,2011 issued by the Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by the ICAI. The Audited Consolidated Financial Statements together with Auditors'' Report thereon forms a part of the Report.

ACKNOWLEDGEMENT

Your directors express and place on record deep appreciation to Financial Institutions, Banks, Government Authorities, Customers, Suppliers and Shareholders of the Company. Your directors also wish to place on record their sincere appreciation of the dedicated services, hard work, solidarity and profuse support by all the employees of the Company and their families at all levels without which the Company''s Achievement would not have been possible.

For and on behalf of the Board

B.K.Goenka

Place: Mumbai

Chairman

Date: May 30, 2013

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Mar 31, 2012

To, The Members of Welspun Corp Limited

The directors have pleasure in presenting the 17th Annual Report of your Company along with the Audited Financial Statement for the financial year ended March 31, 2012.

Financial Results (Rs. in million) Standalone Consolidated For the year ended For the year ended Partlculars 31.03.2012 31.03.2011 31.03.2012 31.03.2011

Income from operations 57,697.11 62,704.03 89,765.76 80,220.75

Profit before interest, depreciation & tax 5,077.55 8,597.00 11,246.40 13,784.02

Less : Finance cost 2,470.96 1,696.72 3,999.24 2,240.27

Gross Profit / (Loss) 2,606.59 6,900.28 7,247.16 11,543.75

Less: Depreciation / Amortization 1,843.52 1,656.65 3,515.23 2,439.47

Profit before tax for the year 763.08 5,263.63 3,731.92 9,104.29

Less : Provision for current taxation / MAT etc. - 1,142.36 1,211.15 1,941.49

Provision for deferred taxation 113.69 476.74 291.62 929.83

Profit after tax for the year (after Minority Interest) 649.38 3,644.52 2,385.43 6,330.25

Add : balance brought forward from previous year 13,415.48 11,074.89 16,466.07 11,439.75

Profit available for appropriation 14,064.86 14,719.41 18.851.50 17,770.00

Transfer to General Reserve 65.00 364.50 65.00 364.50

Transfer to Debenture Redemption Reserve 357.14 463.39 357.14 463.39

Proposed Dividend on equity shares & tax 132.37 475.74 132.37 475.74

Equity dividend & tax of earlier years - 0.30 - 0.30

Balance carried forward to the next year 13,510.35 13,415.48 18,296.99 16,466.07

PERFORMANCE

Production and processing highlights for the year under report on standalone basis were as under:

- Pipes: 473,617 MT (683,132 MT). The decline is mainly on account of executing orders from subsidiary companies.

- Plates: 399,134 MT (396,507 MT)

- H. R. Coils: 107,880 MT (103,456 MT)

- Coating: 2,096 K sqm (852K sqm). This shows more demand for coated pipes.

- Power: 173,117 MWH (219, 803 MWH).

Depreciation charge increased mainly due to capitalization of LSAW Plant and Plate and Coil Mill expansion projects for enhancing productivity / debottlenecking at Anjar.

Finance Costs increased mainly on account of interest on Compulsorily Convertible Debentures issued during the year under report and consideration of foreign exchange difference related to Finance Costs.

DIVIDEND

The Board recommends a dividend @ 10% for the year ended March 31, 2012 i.e. Rs. 0.50/- per equity share of Rs.5/- each fully paid-up. In respect of the dividend declared for the previous financial years, Rs. 5.20 million remained unclaimed as on March 31, 2012.

EXPANSION AND ACQUISITIONS

- Pipe Project in the United States of America

With the belief that the new investments will pave way for the Company to continue on its path of becoming one of the most respected line-pipe companies in the world, the Company through its subsidiary in the US is expanding its facilities at an estimated investment of US$79.65 million to manufacture ERW pipes with a capacity of 175,000 MTPA. With this expansion, the Company's total overall investment would touch US$280 million since inception of the facility in the US. The pipes to be produced by this US facility will primarily be used in the gas and oil industry.

- Acquisition of Welspun Maxsteel Limited

During the year under report, the Company acquired 113,622,058 (87.35%) equity shares of Welspun Maxsteel Limited, (hereinafter referred to as "WMSL"), a company engaged in manufacturing of gas based Direct Reduced Iron ('DRI"), at an aggregate consideration of Rs. 8,042 million under and pursuant to Share Purchase and Investment Agreement dated June 29, 2011 entered into amongst the Company, Insight Solutions Ltd., Welspun Maxsteel Ltd. and Welspun Steel Ltd. Thus, WMSL became a subsidiary of the Company w.e.f. the date of acquisition i.e. August 13, 2011.

FUNDS UTILIZATION

During the year under report, the Company has raised funds by issuing Compulsorily Convertible Debentures of Rs. 7,883.75 million and Global Depository Receipts of Rs. 5,180.85 million. Un-utilized proceeds have been invested in liquid securities as at March 31, 2012.

The long term fund of Rs. 10,000 million raised during the previous financial year by issuing Secured Non- Convertible Debentures have been utilized partly for capital expansion and long term working capital requirement and pending utilization, the balance has been invested in liquid securities.

The entire Foreign Currency Convertible Bonds issued by the Company during the financial year 2009-10 is outstanding and has not been converted into equity shares. The proceeds have been utilized for the purpose for which the same was raised and pending utilization, the balance is lying in bank accounts outside India.

DIRECTORS

Since the last report, the following changes took place in the Board of Directors -

(i) Mr. Mintoo Bhandari was appointed as a nominee of Insight Solutions Ltd. (the "Investor") w.e.f. August 18,2011 in terms of the Investment Agreement dated June 29, 2011.

(ii) Resignation of Mr. M. L. Mittal, Executive Director (Finance) w.e.f. September 30, 2011

(iii) Resignation of Mr. Asim Chakraborty, Director (wholetime) w.e.f. October 4, 2011.

(iv) Mr. Rajesh Mandawewala relinquished from the position of the Managing Director w.e.f. April 26, 2012 to hold a senior position at group level.

(v) Mr. Braja Mishra was appointed as the Managing Director w.e.f. April 26, 2012.

Your directors appreciate Mr. M.L.Mittal and Mr.Asim Chakraborty for their services as a member of the Board.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. K.H. Viswanathan and Mr. Rajkumar Jain retire by rotation at the forthcoming Annual General Meeting and being eligible, have been recommended for re-appointment.

Details about these Directors are given in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your directors hereby confirm that:

(i) in the preparation of the accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the accounts for the financial year ended March 31, 2012 on a going concern basis.

AUDITORS

Your Company's Auditors M/s. MGB & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as the Auditors of the Company for the forthcoming tenure. Members are requested to consider their re-appointment as the Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 224 of the Companies Act, 1956.

AUDITORS' REPORT

With reference to the Comment No. (xxi) in the Annexure to the Auditor's Report (CARO), we report that the Company has terminated the service of the employee who indulged in malpractices and have taken appropriate legal actions. The Management is of the view that the outcome of the legal action will not have any material adverse implication on the state of the affairs of the Company.

EMPLOYEE STOCK OPTION SCHEME

The Company has granted stock options to eligible directors and employees of the Company and its subsidiary companies.

The particulars required to be disclosed pursuant to Clause 12 of SEBI (Employees Stock Option Scheme) Guidelines 1999 are given below:

Difference in employee compensation cost based on intrinsic value and fair value:

The Company has adopted intrinsic value method for valuation and accounting of the aforesaid stock options as per SEBI guidelines, and accordingly has accounted credit of Rs. 1.51 million as employee compensation for the year ended March 31, 2012.

Had the Company valued and accounted the aforesaid stock options as per the Black Scholes Model, the net profit for the year would have been higher by Rs. 1.18 million and the diluted earnings per share would have been Rs.2.97 per share instead of Rs.2.96 per share.

Details of stock options as required to be disclosed pursuant to Clause 12 of SEBI (ESOS and ESPS) Guidelines, 1999 are given below:

a Options granted During the year, no Option was granted.

b Options vested (excluding vested portion of lapsed Options) 2,090,375 (vested during the year 16,625)

c Options exercised 86,125

d Total number of equity shares arising as a result of exercise of Options 86,125

e Options lapsed 69,750

f Total number of Options in force 408,125

g Money realized by exercise of Options Rs. 6,785,656.25

h The pricing formula Exercise price is to be at 25% discount to the latest available closing market price of the equity shares of the Company, prior to the date of grant.

i Variation of terms and conditions N.A.

j Employee wise Whole Time Directors Nil details of options granted to Employee who received a grant in any Nil one year of option amounting to 5% or more of option granted during that year

Employees, who were granted option, Nil during one year, equal to or exceeding 1% of the issued capital (excluding o/s warrants & conversions) :

k Diluted EPS Rs. 2.96 as compared to Rs. 16.94 of last year

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above Rules, your directors are pleased to give the particulars as prescribed therein in the Annexure, which forms a part of the Directors' Report.

PARTICULARS OF EMPLOYEES

As per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of Directors' Report.

SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs vide its General Circular No. 2 / 2011 dated February 8, 2011 granted general exemption to the companies from attaching a copy of the Balance Sheet, the Profit and Loss Account and other documents of its subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the holding company subject to fulfillment of conditions stipulated in the Circular.

Therefore, the said documents of the following subsidiary companies viz. (1) Welspun Pipes Limited, (2) Welspun Tradings Limited, (3) Welspun Natural Resources Private Limited, (4) Welspun Plastics Private Limited, (5) Welspun Pipes Inc, (6) Welspun Tubular LLC, (7) Welspun Global Trade LLC, (8) Welspun Mauritius Holdings Limited, (9) Welspun Middle East Pipe Coatings Company LLC, (10) Welspun Middle East Pipe Company LLC, (11)

Welspun Middle East DMCC, (12) Welspun Maxsteel Limited, (13) Welspun Infratech Limited, (14) Welspun Road Projects Private Limited, (15) Welspun Projects Limited, (16) Welspun Infra Projects Private Limited, (17) MSK Projects (Himmatnagar Byepass) Private Limited, (18) MSK Projects (Kim Mandavi Corridor) Private Limited, (19) Welspun Water Infrastructure Private Limited, (20) Welspun Energy Transportation Private Limited, (21) Welspun BoT Projects Private Limited, (22) ARSS Bus Terminal Private Limited and (23) Anjar Road Private Limited will not be attached to the Annual Report. However, the aforesaid documents relating to the subsidiary companies and the related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Accounts of the subsidiary companies will be kept open for inspection by a member or an investor at the Registered Office of the Company or the respective subsidiary company.

As required under the exemption, a statement containing the requisite information for each subsidiary is attached with this Report.

FIXED DEPOSITS

The Company has not accepted any public deposit within the meaning of the Companies (Acceptance of Deposit) Rules, 1975 and, as such, no amount on account of principal or interest on public deposit was outstanding on the date of the Balance Sheet.

LISTING WITH STOCK EXCHANGES

The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Secured Non-Convertible Debentures are listed on the Bombay Stock Exchange Limited. The Foreign Currency Convertible Bonds and Global Depository Receipts (GDR's) are listed at Singapore Securities Trading Limited (SGX-ST).

Annual listing fees for the year 2012-13 have been paid to BSE, NSE and SGX-ST

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. A certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this Report. A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges and Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by the ICAI. The Audited Consolidated Financial Statements together with Auditors' Report thereon forms a part of the Report.

ACKNOWLEDGEMENT

Your directors express and place on record deep appreciation to Financial Institutions, Banks, Government Authorities, Customers, Suppliers and Shareholders of the Company. Your directors also wish to place on record their sincere appreciation of the dedicated services, hard work, solidarity and profuse support by all the employees of the Company and their families at all levels without which the Company's achievement would not have been possible.

For and on behalf of the Board

Place: Mumbai

Date: May 29, 2012 B.K. Goenka

Chairman

---

Mar 31, 2010

The directors have pleasure in presenting the 15th Annual Report of your Company along with Audited Financial Statement for the financial year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in million)

For the year ended

Particulars

31.03.2010 31.03.2009

Income from operations & other income (Total Income) 66,267.09 58,961.93

Profit before interest, depreciation & tax 11,226.14 6,525.23

Less : Interest / Finance costs 1,661.70 1,734.96

Gross Profit / ( Loss) 9,564.44 4,790.27

Less: Depreciation 1,479.20 1,254.19

Profit before tax for the year 8,085.24 3,536.08

Less : Provision for current taxation 2,216.24 439.47

Provision for deferred taxation 467.05 749.75

Fringe benefit tax - 11.18

Profit after tax for the year ("PAT") 5,401.96 2,335.68

Add : balance brought forward from previous year 6,795.96 5,305.60

Profit available for appropriation 12,197.92 7,641.28

Transfer to General Reserve 540.00 234.00

Transfer to Debenture Redemption Reserve 106.25 268.75

Proposed Dividend on equity shares & tax 476.51 327.28

Equity dividend & tax of earlier years 0.26 15.28

Balance carried forward to next year 11,074.89 6,795.96

PERFORMANCE

During the year under report, your Company produced 686,226 MT of pipes as compared to 734,352 MT in the preceding year which was slightly lower compared to the preceding year due to change in the product mix. In the Plate cum Coil Mill, the Company registered almost 100% growth in Plate production to 383,577 MT as compared to 192,569 MT in the preceding year showing stabilization of production throughout the year whereas, the coil mill which commenced production at the end of the year under report, recorded production of 2,691 MT. On the coating side, the Company registered manifold growth of 7.5 times to 5,036K sqm as compared to 688K sqm in the preceding year mainly due to higher ratio of coated pipes to bare pipes. On the revenue side, the Company achieved growth of 12.38% in the Total Income mainly due to higher realization.

DIVIDEND

The Board recommends a dividend @40% for the year ended 31st March 2010 i.e. Rs.2/- per Equity Share of Rs.5/- each. In respect of dividend declared for the previous financial years Rs.3.11 million remained unclaimed as on 31st March 2010.

EXPANSION STATUS

- Pipe Mill in USA

The pipe manufacturing and coating facilities in the US are working in full swing.

- Pipe Mill in Anjar

The Board considered that it would be appropriate to have the new LSAW pipe manufacturing facilities, earlier planned in Special Economic Zone ("SEZ") by the Companys wholly owned subsidiary, to be taken outside the SEZ to enable flexibility to supply pipes in domestic market as well.

- Spiral Pipe Project in Southern India for water application

Considering the increased need for water transportation in Southern India, your directors foresee that the demand for pipes for transportation of water from reservoir to end user would increase in the years to come. To tap this opportunity, your directors decided to set up a Spiral Pipe Plant for water application in Southern India. The Project is planned to be completed by September 2010.

- Spiral Pipe (API Grade) Project in Central India

Considering the demand for pipes in the domestic market, your company is also initiating to set up a Spiral Pipe Mill in Central

India.

The total capacity after completion of the above mentioned projects, has been mentioned in the Management Discussion and Analysis which forms a part of this Report.

WITHDRAWAL OF PETITION FOR TRANSFER OF PLATE & COIL MILL DIVISION

Due to change in the circumstances since when the Board of your Company had initially approved the Scheme of Arrangement in the nature of demerger and transfer of Plate and Coil Mill Division of the Company to its then wholly owned subsidiary viz. Welspun Steel Plates and Coil Mills Pvt. Ltd. (the “Scheme”), your directors opined that going ahead with the Scheme would not be in the overall interest of the Company. Hence, your directors decided not to pursue the Scheme and it was accordingly withdrawn.

FUNDS UTILIZATION

During the year under report the Company has issued Foreign Currency Convertible Bonds and equity shares to QIB’s on private placement basis. Status of application of the funds is as under:

- Proceeds from FCCBs of US$150 mn (2009-10) were utilized partly for meeting capital expenditure on Plate Cum Coil Mill at Anjar (US$23.73 mn), Spiral Pipe Project in Southern India (US$0.59 mn) and LSAW Project at Anjar (US$1.62 mn) and pending utilization, the issue proceeds of US$122.35 mn have been invested in short term deposits with banks abroad. The entire amount of FCCB is outstanding as at the end of the year under Report.

- Proceeds from QIP Issue of US$100 mn (2009-10) were utilized for general corporate purpose.

DIRECTORS

Since the last Annual Report of the Company no change in the directors of the Company took place except resignation of Mr. Braja K.

Mishra w.e.f. 03.10.2009.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. M.L.Mittal,

Mr. K.H.Viswanathan and Mr. Rajkumar Jain retire by rotation at the forthcoming Annual General Meeting and being eligible, have been recommended for re-appointment.

Details about these directors are given in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with the Annual Report

CHANGE OF NAME OF THE COMPANY

With effect from 27th April 2010, the name of the Company has been changed from Welspun-Gujarat Stahl Rohren Limited to Welspun Corp Limited.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your directors hereby confirm that:

i) in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS

Your Companys Auditors M/s. MGB & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as the Auditors of the Company for the forthcoming tenure. Members are requested to consider their re-appointment as the Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 224 of the Companies Act, 1956.

AUDITORS REPORT

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

EMPLOYEE STOCK OPTION SCHEME

The Company has granted Stock Options to eligible directors and employees of the Company and its subsidiary companies. The particulars required to be disclosed pursuant to Clause 12 of SEBI (ESOS and ESPS) Guidelines 1999 are given below:

Difference in employees compensation cost based on intrinsic value and fair value:

The Company has adopted intrinsic value method for valuation and accounting of the aforesaid Stock Options as per SEBI guidelines, and accordingly has accounted Rs. 13.06 mn as employee compensation for the year ended 31st March 2010.

Had the Company valued and accounted the aforesaid Stock Options as per the Black Scholes Model, the net profit for the year would have been lower by Rs. 10.12 mn and the diluted earnings per share would have been Rs. 25.13 instead of Rs. 25.18 per share.

Black Scholes Model captures all the variables with their respective appropriateness which influences the fair value of stock options. The significant assumptions to estimate the fair value of options as per Black Scholes Model are as under:

Grant Date 20th April 2009

Vest 1 Vest 2 Vest 3

20th April 2010 20th April 2011 20th April 2012

Variables 30% 35% 35%

Stock Price (Rs.) 89.85 89.85 89.85

Volatility 71.15% 65.42% 64.07%

Risk Free Rate 4.26% 5.08% 5.75%

Exercise Price (Rs.) 66.75 66.75 66.75

Time to Maturity 2.50 3.50 4.50

Dividend Yield 0.75% 0.75% 0.75%

Option Fair Value (Rs.) 47.29 50.66 54.61

Weighted Average Option Fair Value (Rs.) 51.03

Details of Stock Options as required to be disclosed pursuant to Clause 12 of SEBI (ESOS and ESPS) Guidelines, 1999 are given below:

a Options granted 47,500 Options : during the year

b Options vested (excluding vested portion of lapsed Options) 2,160,625

c Options exercised 1,136,500

d Total number of equity shares arising as a result of exercise of 1,136,500

Options e Options lapsed 195,250

f Total number of Options in force 944,500

g Money realized by exercise of Options Rs. 90,920,000

h The pricing formula Exercise price is to be at 25% discount to the latest available

closing market price of the equity shares of the Company, prior to the date of grant. i Variation of terms and conditions N.A.

j Employee wise Whole Time Directors details of Mr. M.L.Mittal o 150,000

options granted Mr. Asim Chakraborty o 50,000

to Employee who received a grant in any o Nil

one year of option amounting to 5% or more of option granted during that year

Employees, who were granted option, o Nil

during one year, equal to or exceeding 1% of the issued capital (excluding o/s warrants & conversions) :

k Diluted EPS Rs. 25.18 as compared to Rs. 12.50 of last year

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above Rules, your Directors are pleased to give the particulars as prescribed therein in the Annexure, which forms a part of the Directors Report.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Asst. Company Secretary at the Registered Office of the Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of the Directors Report.

SUBSIDIARY COMPANIES

The Company has applied for exemption from attaching a copy of Balance Sheet, Profit and Loss Account and other documents of its subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the Company. Therefore, upon receipt of the exemption, the said documents of the subsidiary companies viz. (1) Welspun Tradings Ltd. (2) Welspun Natural Resources Pvt. Ltd. (3) Welspun Pipes Ltd. (4) Welspun Plastics Private Ltd. (5) Welspun Infratech Limited (6) Welspun Pipes Inc. USA (7)Welspun Tubular LLC, USA and (8) Welspun Global Trade LLC, USA will not be attached to the Annual Report. However, the aforesaid documents relating to the subsidiary companies and the related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Accounts of the subsidiary companies will be kept open for inspection by a member or an investor at the Registered Office of the Company or the respective subsidiary company.

As may be required under the exemption, a statement containing the requisite information for each subsidiary will be attached with the Annual Report.

FIXED DEPOSITS

The Company has not accepted any public deposit within the meaning of the Companies (Acceptance of Deposit) Rules, 1975 and, as such, no amount on account of principal or interest on public deposit was outstanding on the date of the Balance Sheet.

LISTING WITH STOCK EXCHANGES

The Companys equity shares are listed on the Bombay Stock Exchange Ltd., (BSE) and the National Stock Exchange of India Ltd. (NSE). The Foreign Currency Convertible Bonds are listed at Singapore Securities Trading Limited (SGX-ST). Annual listing fees for the year 2010-11 have been paid to BSE, NSE and SGX-ST

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as a part of this Report. A certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this Report. A separate report on Management Discussion & Analysis is enclosed as a part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by The ICAI. The Audited Consolidated Financial Statements together with Auditors Report thereon forms a part of the Report.

ACKNOWLEDGEMENT

Your Directors expresses and place on records their gratitude for the faith reposed in, and co-operation extended to, and interest shown in operations of, the Company by the Financial Institutions, Banks, Government Authorities, Customers, Suppliers and Shareholders of the Company. Your Directors also wish to place on record their sincere appreciation of the dedicated services of the employees of the Company at all levels but for whose hard work, solidarity and profuse support your Companys achievement would not have been possible.

For and on behalf of the Board

Place: Mumbai B.K.Goenka

Date: 27th April 2010 Chairman and Managing Director