Notes to Accounts of Welspun Corp Ltd.

Mar 31, 2025

1.10 Provisions, contingent liabilities and contingent

assets

a) Provisions

Provisions for legal claims are recognised when
the Company has a present legal or constructive
obligation as a result of past events, it is probable
that an outflow of resources will be required
to settle the obligation and the amount can be
reliably estimated. Provisions are not recognised
for future operating losses.

Where there are a number of similar obligations,
the likelihood that an outflow will be required
in settlement is determined by considering the
class of obligations as a whole. A provision is
recognised even if the likelihood of an outflow
with respect to any one item included in the same
class of obligations may be small. Provisions are
measured at the present value of management''s
best estimate of the expenditure required to settle
the present obligation at the end of the reporting
period. The discount rate used to determine the
present value is a pre-tax rate that reflects current
market assessments of the time value of money
and the risks specific to the liability. The increase
in the provision due to the passage of time is
recognised as interest expense.

The measurement of provision for restructuring
includes only direct expenditures arising from the
restructuring, which are both necessarily entailed

by the restructuring and not associated with the
ongoing activities of the Company.

b) Contingent liabilities

Contingent liabilities are disclosed when there
is a possible obligation arising from past events
the existence of which will be confirmed only by
the occurrence or non-occurrence of one or more
uncertain future events not wholly within the
control of the company or a present obligation
that arises from past events where it is either
not probable that an outflow of resources will
be required to settle or a reliable estimate of the
amount cannot be made.

c) Contingent Assets

Contingent Assets is not recognised in the financial
statements since this may result in the recognition
of income that may never be realised. However,
when the realisation of income is virtually certain,
then the related asset is not a contingent asset
and is recognized.

l.H Business Combinations

The Company accounts for business combinations
using the acquisition method when the acquired set of
activities and assets meets the definition of a business
and control is transferred to the Company (see 3(A)(i).
In determining whether a particular set of activities and
assets is a business, the Company assesses whether
the set of assets and activities acquired includes, at a
minimum, an input and substantive process and whether
the acquired set has the ability to produce outputs. The
Company has an option to apply a concentration test''
that permits a simplified assessment of whether an
acquired set of activities and assets is not a business.
The optional concentration test is met if substantially
all of the fair value of the gross assets acquired is
concentrated in a single identifiable asset or group of
similar identifiable assets.

The consideration transferred does not include
amounts related to the settlement of pre-existing
relationships with the acquiree. Such amounts are
generally recognised in the statement of profit and loss.
During the measurement period, the Company also
recognises additional assets or liabilities if new
information is obtained about facts and circumstances
that existed as of the acquisition date and, if known
would have resulted in the recognition of those assets
and liabilities as of that date.

The measurement period ends as soon as the Company
receives the information it was seeking about facts and

circumstances that existed as of the acquisition date or
learns that more information is not obtainable but does
not exceed one year from the acquisition date.

A) Acquisition method:

The acquisition method of accounting is used to
account for all business combinations, regardless
of whether equity instruments or other assets are
acquired. The consideration transferred for the
acquisition of a subsidiary comprises the

• fair values of the assets transferred

• liabilities incurred to the former owners of the
acquired business

• equity interests issued by the group

• fair value of any asset or liability resulting from
a contingent consideration arrangement.

Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business
combination are, with limited exceptions,
measured initially at their fair values at the
acquisition date. The group recognises any non¬
controlling interest in the acquired entity on an
acquisition-by-acquisition basis either at fair value
or at the non-controlling interest’s proportionate
share of the acquired entity’s net identifiable
assets.

The excess of the:

• consideration transferred

• amount of any non-controlling interest in the
acquired entity

• acquisition-date fair value of any previous
equity interest in the acquired entity

over the fair value of the net identifiable assets
acquired is recorded as goodwill. If those amounts
are less than the fair value of the net identifiable
assets of the business acquired, the difference
is recognised in other comprehensive income
and accumulated in equity as capital reserve
provided there is clear evidence of the underlying
reasons for classifying the business combination
as a bargain purchase. In other cases, the bargain
purchase gain is recognised directly in equity as
capital reserve.

Where settlement of any part of cash consideration
is deferred, the amounts payable in the future are
discounted to their present value as at the date of
exchange. The discount rate used is the entity’s
incremental borrowing rate, being the rate at
which a similar borrowing could be obtained from
an independent financier under comparable terms
and conditions.

Contingent consideration is classified either as
equity or a financial liability. Amounts classified as
a financial liability are subsequently remeasured
to fair value with changes in fair value recognised
in profit or loss.

If the business combination is achieved in stages,
the acquisition date carrying value of the acquirer''s
previously held equity interest in the acquiree
is remeasured to fair value at the acquisition
date. Any gains or losses arising from such
remeasurement are recognised in profit or loss or
other comprehensive income, as appropriate.

B) Business combinations - common control
transactions

Business combinations involving entities that are
controlled by the group are accounted for using
the pooling of interests method as follows:

• The assets and liabilities of the combining
entities are reflected at their carrying
amounts.

• No adjustments are made to reflect fair
values, or recognise any new assets or
liabilities. Adjustments are only made to
harmonise accounting policies.

• The financial information in the financial
statements in respect of prior periods is
restated as if the business combination
had occurred from the beginning of the
preceding period in the financial statements,
irrespective of the actual date of the
combination. However, where the business
combination had occurred after that date, the
prior period information is restated only from
that date.

• The balance of the retained earnings
appearing in the financial statements
of the transferor is aggregated with the
corresponding balance appearing in the
financial statements of the transferee or is
adjusted against general reserve.

• The identity of the reserves are preserved
and the reserves of the transferor become
the reserves of the transferee

• The difference, if any, between the amounts
recorded as share capital issued plus any
additional consideration in the form of cash
or other assets and the amount of share
capital of the transferor is transferred to
capital reserve and is presented separately
from other capital reserves.

1.12 Other accounting policy

a) Contract assets and contract liabilities

When the Company performs a service or transfers
a good in advance of receiving consideration, it
recognises a contract asset or receivable.

A contract asset is a Company''s right to
consideration in exchange for goods or services
that the Company has transferred to a customer.
If the Company transfers control of goods or
services to a customer before the customer pays
consideration, the Company records a contract
asset when the nature of the Company''s right
to consideration for its performance is other
than passage of time. A contract asset will be
classified as a receivable when the Company''s
right to consideration is unconditional (that is,
when payment is due only on the passage of
time).The Company assesses a contract asset
for impairment in accordance with Ind AS 109.
Impairment of a contract asset is measured,
presented and disclosed on similar basis as other
financial asset in nature of trade receivable within
the scope of Ind AS 109. The Company discloses
contract assets under "Other Assets".

The Company recognises a contract liability if the
customer''s payment of consideration precedes
the Company''s performance. A contract liability is
recognised if the Company receives consideration
(or if it has the unconditional right to receive
consideration) in advance of performance. The
Company discloses contract liabilities under
"Other Liabilities".

b) Investment properties

Investment property is measured initially at its
cost, including related transaction costs and
where applicable borrowing costs. Subsequent
expenditure is capitalised to the asset''s carrying
amount only when it is probable that future
economic benefits associated with the expenditure
will flow to the Company and the cost of the item
can be measured reliably. All other repairs and
maintenance costs are expensed when incurred.
When part of an investment property is replaced,
the carrying amount of the replaced part is
derecognised.

Investment properties (except freehold land) are
depreciated using the straight-line method over
their estimated useful lives over 8a period of
thirty years. These estimated useful lives are in

accordance with those prescribed under Schedule
II to the Companies Act, 2013.

Investment properties are derecognized either
when they have been disposed of or when they are
permanently withdrawn from use and no future
economic benefit is expected from their disposal.
The difference between the net disposal proceeds
and the carrying amount of the asset is recognized
in profit or loss in the period of derecognition.

Reclassification from/ to investment property

Transfers to (or from) investment property
are made only when there is a change in use.
Transfers between investment property, owner-
occupied property and inventories do not change
the carrying amount of the property transferred
and they do not change the cost of that property
for measurement or disclosure purposes.

c) Intangible assets

Intangible assets with finite useful lives acquired
by the Company are measured at cost less
accumulated amortization and accumulated
impairment losses. Amortization is charged on
a straight-line basis over the estimated useful
lives. The estimated useful life and amortization
method are reviewed at the end of each annual
reporting period, with the effect of any changes in
the estimate being accounted for on a prospective
basis.

Amortisation methods and periods

Intangible assets comprise of computer software
which is amortised on a straight-line basis over its
expected useful life of five years which is based on
a technical evaluation done by the Management.

d) Non-current assets (or disposal groups) held for
sale

Non-current assets (or disposal groups) are
classified as held for sale if their carrying amount
will be recovered principally through a sale
transaction rather than through continuing use
and a sale is considered highly probable. They are
measured at the lower of their carrying amount
and fair value less costs to sell, except for assets
such as deferred tax assets, assets arising from
employee benefits, financial assets, which are
specifically exempt from this requirement.

An impairment loss is recognised for any initial or
subsequent write-down of the asset (or disposal
groups) to fair value less costs to sell. A gain is

recognised for any subsequent increases in fair
value less costs to sell of an asset (or disposal
groups), but not in excess of any cumulative
impairment loss previously recognised. A gain or
loss not previously recognised by the date of the
sale of the non-current asset (or disposal groups)
is recognised at the date of de-recognition.
Non-current assets (including those that are
part of disposal groups) are not depreciated or
amortised while they are classified as held for
sale. Interest and other expenses attributable to
liabilities of disposal groups classified as held for
sale continue to be recognized.

Non-current assets classified as held for sale
and the assets of disposal groups classified as
held for sale are presented separately from the
other assets in the balance sheet under the head
"Assets classified as held for sale". The liabilities
of disposal groups classified as held for sale
are presented separately from other liabilities
in the balance sheet under the head "Liabilities
directly associated with Assets or disposal groups
classified as held for sale".

e) Leases

i) As a lessee

The Company leases various leasehold
lands, buildings, vehicles, and office and
other equipments. Rental contracts are
typically made for fixed periods of three to
ninety-nine years but may have extension
options as described in note 3(b). Lease
terms are negotiated on an individual basis
and contain a wide range of different terms
and conditions. The lease agreements do
not impose any covenants, but leased assets
may not be used as security for borrowing
purposes.

Assets and liabilities arising from a lease
are initially measured on a present value
basis. Lease liabilities include the net present
value of the following lease payments, as
applicable:

• fixed payments (including in-substance
fixed payments), less any lease
incentives receivable

• variable lease payment that are based
on an index or a rate, initially measured
using the index or rate as at the
commencement date

• amounts expected to be payable by
the Company under residual value
guarantees

• the exercise price of a purchase option
if the lessee is reasonably certain to
exercise that option, and

• payments of penalties for terminating
the lease, if the lease term reflects the
lessee exercising that option.

Lease payment to be made under
reasonably certain extension options
are also included in the measurement
of the liability. The lease payments
are discounted using the interest rate
implicit in the lease. If that rate cannot
be readily determined, the lessee’s
incremental borrowing rate is used,
being the rate that the lessee would have
to pay to borrow the funds necessary to
obtain an asset of similar value to the
right-of-use asset in a similar economic
environment with similar terms, security
and conditions.

Lease payments are allocated between
principal and finance cost. The finance
cost is charged to profit or loss over
the lease period so as to produce a
constant periodic rate of interest on
the remaining balance of the liability for
each period.

Right-of-use assets are measured at
cost comprising the following, wherever
applicable:

• the amount of the initial measurement
of lease liability

• any lease payments made at or before
the commencement date less any lease
incentives received

• any initial direct costs, and

• restoration costs.

Right-of-use assets are measured at
cost, less any accumulated depreciation
and accumulated impairment losses, and
adjusted for any remeasurement of lease
liabilities.

Right-of-use assets including leasehold
improvements are generally depreciated over
the shorter of the asset''s useful life and the
lease term (including extension considering

reasonable certainty), on a straight-line
basis. If the Company is reasonably certain
to exercise a purchase option, the right-of-
use asset is depreciated over the underlying
asset’s useful life.

Payments associated with short-term leases
of equipment and all leases of low-value
assets are recognised on a straight-line
basis as an expense in profit or loss. Short¬
term leases are leases with a lease term
of 12 months or less, without a purchase
option. Low-value assets and short term
lease assets comprises of dumpsite land,
laptops and other office equipment.

ii) As a lessor

Lease income from operating leases where
the Company is a lessor is recognised in
income on a straight-line basis over the
lease term. Initial direct cost incurred in
obtaining an operating lease are added to
the carrying amount of the underlying asset
and recognised as expense over the lease
term on the same basis as lease income. The
respective leased assets are included in the
balance sheet based on their nature.

f) Borrowing costs

General and specific borrowing costs that are
directly attributable to the acquisition, construction
or production of a qualifying asset are capitalised
during the period of time that is required to
complete and prepare the asset for its intended
use or sale. Qualifying assets are assets that
necessarily take a substantial period of time to get
ready for their intended use or sale. Investment
income earned on the temporary investment of
specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing
costs eligible for capitalisation.

All other borrowing costs are expensed in the
period in which they are incurred.

Borrowing Cost includes exchange differences
arising from foreign currency borrowings to the
extent they are regarded as an adjustment to the
finance cost.

g) Employee benefits

1) Short-term obligations

Liabilities for wages and salaries, including
non-monetary benefits that are expected

to be settled wholly within 12 months after
the end of the period in which the employees
render the related service are recognised in
respect of employees’ services up to the end
of the reporting period and are measured
at the amounts expected to be paid when
the liabilities are settled. The liabilities are
presented as current employee benefit
obligations in the balance sheet.

2) Other long-term employee benefit
obligations

The liabilities for earned leave are not
expected to be settled wholly within 12
months after the end of the period in which
the employees render the related service.
They are therefore measured as the present
value of expected future payments to be
made in respect of services provided by
employees up to the end of the reporting
period using the projected unit credit method.
The benefits are discounted using the market
yields at the end of the reporting period that
have terms approximating to the terms of
the related obligation. Remeasurements
as a result of experience adjustments and
changes in actuarial assumptions are
recognised in profit or loss.

The obligations are presented as current
liabilities in the balance sheet if the entity
does not have an unconditional right to defer
settlement for at least twelve months after
the reporting period, regardless of when the
actual settlement is expected to occur.

3) Post-employment obligations

The Company operates the following post¬
employment schemes:

• defined benefit plans such as gratuity;
and

• defined contribution plans such as
provident fund, superannuation fund
and pension fund.

(I) Defined Benefit Plans

(i) Gratuity obligations

The liability or asset recognised
in the balance sheet in respect of
defined benefit gratuity plans is
the present value of the defined
benefit obligation at the end of the
reporting period less the fair value

of plan assets. The defined benefit
obligation is calculated annually by
actuaries using the projected unit
credit method.

The present value of the defined
benefit obligation denominated
in INR/Rs. is determined by
discounting the estimated future
cash outflows by reference to
market yields at the end of the
reporting period on government
bonds that have terms
approximating to the terms of the
related obligation.

The net interest cost is calculated
by applying the discount rate to the
net balance of the defined benefit
obligation and the fair value of
plan assets. This cost is included
in employee benefit expense in the
statement of profit and loss.
Remeasurement gains and

losses arising from experience
adjustments and changes in
actuarial assumptions are

recognised in the period in which
they occur, directly in other

comprehensive income. They

are included in retained earnings
in the statement of changes
in equity and in the balance
sheet. Remeasurements are not
reclassified to profit and loss in the
subsequent periods.

Changes in the present value of
the defined benefit obligation
resulting from plan amendments
or curtailments are recognised
immediately in profit or loss as
past service cost.

(II) Defined contribution plans

(i) Provident Fund, Employee State
Insurance Corporation (ESIC) and
Pension Fund

The Contribution towards
provident fund, ESIC and pension
fund for certain employees is
made to the regulatory authorities
where the Company has no further
obligations. Such benefits are

classified as Defined Contribution
Schemes as the Company does
not carry any further obligations
apart from the contributions made
on a monthly basis.

(ii) Superannuation Fund

Contribution towards

superannuation fund for certain
employees is made to SBI Life
Insurance Company where
the Company has no further
obligations. Such benefits are
classified as Defined Contribution
Schemes as the Company does
not carry any further obligations,
apart from contribution made on
monthly basis.

4) Bonus Plan

The Company recognises a liability and an
expense for bonus. The Company recognises
a provision where contractually obliged
or where there is a past practice that has
created a constructive obligation.

5) Equity-settled share-based payments
(ESOP)

Equity-settled share-based payments to
employees are measured at the fair value of
the options at the grant date.

The fair value of option at the grant date is
expensed over the vesting period with a
corresponding increase in equity as „Equity
settled share based payments". In case
of forfeiture of unvested option, portion of
amount already expensed is reversed. In a
situation where the vested option forfeited
or expires unexercised, the related balance
standing to the credit of the „Equity settled
share based payments" are transferred to the
„General Reserve".

When the options are exercised, the Company
issues new equity shares of the Company
of Rs. 5 each fully paid-up. The proceeds
received and the related balance standing
to credit of the Equity settled share based
payments, are credited to share capital
(nominal value) and Securities Premium.

h) Contributed Equity

Equity shares are classified as equity.

i) Dividends

Provision is made for the amount of any dividend
declared, being appropriately authorised and no
longer at the discretion of the entity, on or before
the end of the reporting period but not distributed
at the end of the reporting period.

j) Earnings per share

1) Basic earnings per share

Basic earnings per share is calculated by
dividing:

• the profit attributable to owners of the
Company; and

• by the weighted average number of
equity shares outstanding during the
financial year, adjusted for bonus
elements in equity shares issued during
the year and excluding treasury shares.

2) Diluted earnings per share

Diluted earnings per share adjust the figures
used in the determination of basic earnings
per share to take into account:

• the after income tax effect of interest
and other financing costs associated
with dilutive potential equity shares; and

• the weighted average number of
additional equity shares that would
have been outstanding assuming the
conversion of all dilutive potential equity
shares.

k) Cash Flow Statement

Cash flows are reported using the indirect method
set out in Ind AS 7 ''Statement of Cash Flows’,
whereby net loss/profit before tax is adjusted
for the effects of transactions of non-cash
nature, any deferrals, or accruals of past or future
operating cash receipts or payments and items of
expenses associated with investing or financing
cash flows. The cash flows from operating,
investing and financing activities of the Company
are segregated.

l) Segment reporting

Since the segment information as per Ind AS 108
- Operating Segments is provided on the basis
of consolidated financial statement, the same is
not provided separately in standalone financial
statement.

m) Foreign currency translation

1) Functional and presentation currency

Items included in the standalone financial
statements of the Company are measured
using the currency of the primary economic
environment in which the Company operates
(''the functional currency’). The standalone
financial statements are presented in Indian
rupee (INR/Rs.), which is the Company’s
functional and presentation currency.

2) Transactions and balances

Foreign currency transactions are
translated into the functional currency
using the exchange rates at the dates of
the transactions. Foreign exchange gains
and losses resulting from the settlement of
such transactions and from the translation of
monetary assets and liabilities denominated
in foreign currencies at year end exchange
rates are generally recognised in profit or
loss.

Foreign exchange differences regarded
as an adjustment to borrowing costs are
presented in the statement of profit and
loss, within finance costs. All other foreign
exchange gains and losses are presented
in the statement of profit and loss on a net
basis within other expenses or other income,
as applicable.

Non-monetary items that are measured in
terms of historical cost in a foreign currency
are translated using the exchange rates at
the date of initial transaction.

Non-monetary items that are measured at
fair value in a foreign currency are translated
using the exchange rates at the date when
the fair value was determined. Translation
differences on assets and liabilities carried at
fair value are reported as part of the fair value
gain or loss.

The Company has elected to apply the
exemption from the transition date i.e. April
01, 2015 in respect of accounting policy
followed for long term foreign currency
monetary items. Accordingly, long term
foreign currency monetary items in the
standalone financial statement have been
accounted in accordance with previous
GAAP as given below:

• Foreign exchange differences on
account of depreciable assets are
adjusted in the cost of depreciable
assets and depreciated over the balance
life of the assets.

In other cases, foreign exchange differences are
accumulated in "Foreign Currency Monetary Item
Translation Difference Account" and amortised
over the balance period of such long term assets /
liabilities.

CRITICAL ESTIMATES AND JUDGMENTS

The preparation of standalone financial statements requires
the use of accounting estimates which, by definition, will
seldom equal the actual results. Management also needs
to exercise judgment in applying the Company’s accounting
policies. This note provides an overview of the areas that
involved a higher degree of judgment or complexity, and of
items which are more likely to be materially adjusted due
to estimates and assumptions turning out to be different
than those originally assessed. Detailed information about
each of these estimates and judgments is included in
relevant notes together with information about the basis
of calculation for each affected line item in the standalone
financial statements.

Critical estimates and judgments

i) Estimation of Provisions and Contingent Liabilities

The Company exercises judgment in measuring and
recognising provisions and the exposures to contingent
liabilities which is related to pending litigation or
other outstanding claims. Judgement is necessary
in assessing the likelihood that a pending claim will
succeed, or a liability will arise, and to quantify the
possible range of the financial settlement. Because
of the inherent uncertainty in this evaluation process,
actual liability may be different from the originally
estimated as provision.

ii) Estimation of useful life of Property, Plant and
Equipment

Property, Plant and Equipment represent a significant
proportion of the asset base of the Company. The
charge in respect of periodic depreciation is derived
after determining an estimate of an asset’s expected
useful life and the expected residual value at the end
of its life. The useful lives and residual values of the
Company''s assets are determined by management at
the time the asset is acquired and reviewed periodically,
including at each financial year end. The lives are based
on historical experience with similar assets as well as

anticipation of future events, which may impact their
life, such as changes in technology.

iii) Estimation of Provision for Inventory

The Company writes down inventories to net realisable
value based on an estimate of the realisability of
inventories. Write downs on inventories are recorded
where events or changes in circumstances indicate
that the balances may not realised. The identification of
write-downs requires the use of estimates of net selling
prices of the down-graded inventories. Where the
expectation is different from the original estimate, such
difference will impact the carrying value of inventories
and write-downs of inventories in the periods in which
such estimate has been changed.

iv) Estimated fair value of Financial Instruments

The fair value of financial instruments that are not
traded in an active market is determined using valuation
techniques. The Management uses its judgment to

select a variety of methods and make assumptions that
are mainly based on market conditions existing at the
end of each reporting period.

v) Impairment of carrying value of investments and
recoverability of loans to a subsidiary

Determining whether the impairment of carrying value
of investments in a subsidiary and recoverability of
loans to a subsidiary requires an estimate of the value in
use of investments and loans. In considering the value
in use, the board of directors of Investee Company have
selected the appropriate method for the determination
of value-in-use example market approach model,
discounted cash flow model etc. Accordingly, Company
anticipates the market rates from independent website,
assesses the work of the external valuation expert for
valuation of the Investee Company in case of market
approach model. Life-time Expected credit loss model
is used for assessing the impairment of Loans.

Estimation of fair value

The company has obtained independent valuation of its freehold lands located at various locations in Gujarat, Rajasthan
and flat located at Mumbai and office located in Delhi based on current prices in an active market for properties of similar
nature. The fair values of investment properties have been determined based on the valuation by a registered valuer
as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. The main inputs used are the
rental growth rates and a study of the micro market in discussion with industry experts. Resulting fair value estimate for
investment properties are included in level 3.

Valuation technique

The Company follows market value technique.

Notes:

i The Company has invested in 4,49,90,000 7.75% Convertible Non-cumulative Optionally Redeemable Preference Shares
(7.75% CORPS) of par value of Rs 10 aggregating to Rs. 44.99 in Anjar TMT Steel Private Limited (ATSPL)

March 31, 2025 and March 31, 2024

Terms and rights of 7.75% Convertible Non-cumulative Optionally Redeemable Preference Shares (7.75% CORPS):

7.75% CORPS have par value of Rs. 10 each.

The 7.75% CORPS shall be convertible into equity shares of ATSPL, the issuer, any time before March 31,2036. One 7.75%
CORPS will be converted into one equity share of Rs. 10/- each fully paid-up. If not converted, the 7.75% CORPS shall be
redeemable at par at the option of ATSPL, the issuer after March 31,2030, but before 31st March, 2036.

ii The Company has invested in 16,25,21,000 8% Convertible Non-Cumulative Optionally Redeemable Preference Share (8%
CORPS) of par value of Rs 10 amounting to Rs.162.52 in Welspun DI Pipes Limited (WDI)

March 31, 2025 and March 31, 2024:-

Terms and rights of 8% Convertible Non-Cumulative Optionally Redeemable Preference Share (8% CORPS):

8% CORPS shall be convertible into equity shares of WDI, the issuer, any time before March 31,2036. One 8% CORPS will
be converted into one equity share at par.8% CORPS shall be Redeemable at the option of WDI, the issuer in one or more
tranches any time on or after September 30, 2034 but before March 31,2036 and 8% CORPS at par.

iii. The Company has invested in 30,07,000, 0.01% Optionally Convertible Debentures of par value Rs 100 each amounting to
Rs. 30.07 of Sintex Prefab and Infra Limited.

Terms and Rights:

Each OCD having face value of Rs. 100 each shall be convertible at the option of the holder thereof at any time during the
tenure of the OCDs into 10 equity shares of Rs. 10 each.

If the OCDs are not redeemed within 5 years from the date of the issue, the OCDs shall be mandatorily converted into
equity shares.

The OCDs shall be redeemable at the option of the issuer, any-time from the date of the issue but not later than 5 years.
Before redeeming the OCDs, the issuer shall give option to holder to convert the OCDs in to equity by issuing 15 days’
notice thereto.

If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of the notice period.

The OCDs shall carry coupon of 0.01% p.a., discretionary.

iv. The Company has invested in 3,30,15,100 0.01% Optionally Convertible Debentures of par value Rs 100 each amounting
to Rs. 330.15 of Sintex BAPL Limited

During the current year, the company has further invested in 0.01% optionally convertible debentures of Sintex BAPL
Limited of Rs. 299.13.

During the previous year, there was redemption of 0.01% optionally convertible debentures of Sintex BAPL Limited of Rs.
0.55 at par.

Terms and Rights:

Each OCD having face value of Rs. 100 each shall be convertible at the option of the holder thereof at any time during the
tenure of the OCDs into 10 equity shares of Rs. 10 each.

If the OCDs are not redeemed within 5 years from the date of the issue, the OCDs shall be mandatorily converted into
equity shares.

The OCDs shall be redeemable at the option of the issuer, any-time from the date of the issue but not later than 5 years.
Before redeeming the OCDs, the issuer shall give option to holder to convert the OCDs in to equity by issuing 15 days’
notice thereto.

If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of the notice period.

The OCDs shall carry coupon of 0.01% p.a., discretionary.

v. On 20 March 2025, the Company has sold a 74% equity stake to Nauyaan Tradings Private Limited (NTPL), a subsidiary of
Reliance Strategic Business Ventures Limited resulting in profit of Rs. 382.72 , disclosed under "Exceptional Items"

The Company invested in 87,00,000 0.01% Optionally Convertible Debentures of par value Rs 100 each amounting to Rs.
87.00 of Nauyaan Shipyard Private Limited. During the previous year, there was redemption of 0.01% optionally convertible
debentures of Nauyaan Shipyard Private Limited of Rs. 8.50 at par. During the current year, there was redemption of 0.01%
optionally convertible debentures of Nauyaan Shipyard Private Limited of Rs. 78.50 at par.

Terms and Rights:

Each OCD having face value of Rs. 100 each shall be convertible at the option of the holder thereof at any time during the
tenure of the OCDs into 10 equity shares of Rs. 10 each.

If the OCDs are not redeemed within 5 years from the date of the issue, the OCDs shall be mandatorily converted into
equity shares.

The OCDs shall be redeemable at the option of the issuer, any-time from the date of the issue but not later than 5 years.
Before redeeming the OCDs, the issuer shall give option to holder to convert the OCDs in to equity by issuing 15 days’
notice thereto.

If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of the notice period.

The OCDs shall carry coupon of 0.01% p.a., discretionary.

vi. During the current year, the Company has invested an amount of 0.54 in "Welspun Europe S.A.” by subscription to equity
shares.

ii) Terms and rights attached to shares
Equity shares

The Company has only one class of equity shares having a face value of Rs. 5 per share. Each holder of equity shares
is entitled to one vote per share. The dividend when proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting except in case of interim dividend.

In the event of liquidation of the company the holders of the equity shares will be entitled to receive remaining assets of the
Company after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.

Preference shares

Preference shares do not carry any voting rights in the Company, except as provided in the Companies Act, 2013. Preference
share will have priority over equity shares in the payment of dividend and repayment of capital.

Nature and purpose of other equity

(i) Securities premium

Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the
provisions of the Companies Act, 2013.

(ii) Debenture redemption reserve

The amounts credited to the debenture redemption reserve may not be utilised except to redeem debentures.

(iii) General reserve

General Reserve represents appropriation of profit by the Company. General reserve is created by a transfer from one
component of equity to another and is not an item of other comprehensive income.

(iv) Equity settled share based payments (refer note 50)

This account is used to recognise the grant date fair value of options issued to employees under "WELSOP" Employee
stock option plan.

(v) Capital redemption reserve

Capital redemption reserve was created equal to the nominal value of the shares purchased pursuant to Buy Back of its
own fully paid up equity shares. Further, during the previous year, Capital Redemption Reserve was created on redemption
of 6% Cumulative redeemable preference shares amounting to Rs. 351.51 in accordance with the provisions of the
Companies Act 2013. This will be utilised as per provisions of Companies Act, 2013.

(vi) Capital reserve

The Company has created capital reserve pursuant to merger and acquisitions.

(vii) Cash flow hedging reserve

The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair
value of designated portion of hedging instruments entered into for cash flow hedges. The Cumulative gain or loss arising
on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under
the heading of cash flows reserve will be reclassified to statement of profit and loss only when the hedged transaction
affects the profit or loss or included as a basis adjustment to the non-financial hedged item.

(viii) Retained Earnings

Retained earnings comprises of prior years as well as current year’s undistributed earnings after taxes.

(ix) Treasury Reserve

This reserve represents own equity shares held by Welspun Corp Employees Welfare Trust.

The Shareholders of the Company, by resolutions passed by way of Postal Ballot, results of which were declared on July
29, 2022, approved, inter alia, acquisition of equity shares by Welspun Corp Employees Welfare Trust for implementation
of Welspun Corp Employee Benefit Scheme - 2022. Welspun Corp Employees Welfare Trust ("Trust") was formed with
objects of welfare of employees of the Company and subsidiaries, inter alia, by way of acquiring, holding and allocating
equity shares of the Company to eligible employees by way of stock options. By March 31,2025, the Trust has acquired
cumulative equity shares 86,717 of the Company for a total acquisition cost of Rs. 2.26. No options have so far been
granted to any employee or director.

Working capital loan from banks includes cash credit.

(i) Secured by first charge ranking pari passu on hypothecation of raw materials, finished goods, work-in-progress, goods-
in-transit, stores and spares and Trade Receivables of the Company and second charge on all movable and immovable
property, Plant and equipment of the Company both present and future.

Interest on cash credit ranges from 8.8% to 11.90 % (March 31,2024: 7.45%) varies from Bank to Bank. Interest is charged
either on 3 months or 1 year MCLR plus margin.

(ii) Pledge of 2600 equity share of Nauyaan Shipyard Private Limited. Interest rate for year ended March 31, 2025 is 9.00%
(March 31,2024: Nil) and will be repaid on October 31,2025.

(iii) Interest rate for year ended March 31,2025 is 9.5% (March 31,2024: Nil) and will be repaid on October 31,2025.

Note:

The Contract Liabilities primarily relates to the advance consideration received from customers for supply of pipes and
machinery, for which revenue is recognised over time. This will be recognised as revenue when the pipes and machinery are
supplied, which is expected to occur in the next year.

The amount of Rs. 291.22 crores included in current liabilities at March 31, 2025 has been recognised as revenue during the
year ended March 31,2025 (March 31,2024: Rs. 341.35)

No information is required to be provided about remaining performance obligation at March 31,2025 or at March 31,2024 that
have an original expected duration of one year or less, as allowed by Ind AS 115.

(ii) There are certain income-tax related legal proceedings which are pending against the Company. Potential liabilities, if
any have been adequately provided for, and the Company does not currently estimate any probable material incremental
tax liabilities in respect of these matters.

36| EMPLOYEE BENEFIT OBLIGATIONS

(i) Leave obligations

The leave obligations cover the Company’s liability for earned leave.

(ii) Post-employment obligations - gratuity

The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act, 1972. The plan entitles
an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen day wages for every
completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee
concerned upon retirement/termination. The gratuity plan is a funded plan and the Company makes contributions to
recognised funds in India.

This defined benefit plans expose the Company to actuarial risks, such as interest rate risk and market (investment) risk.

(iii) Balance sheet amounts - gratuity

The amounts recognised in the balance sheet and the movements in the net defined benefit obligations over the year are
as follows:

(vi) Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which is
asset volatility. The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets
underperform this yield, this will create a deficit. The plan assets are invested by the Company in Kotak Group Gratuity
Fund and India First Employee Benefits Plan. The plan assets have been providing consistent and competitive returns over
the years. The Company intends to maintain these investments in the continuing years.

Note : There are uncertainties regarding the timing and amount of the cashflows arising out of the provisions. Changes in
underlying facts and circumstances for each provision could result in differences in the amounts provided for and the actual
cash outflow.

38 Pursuant to the Supreme Court Judgment in the case of "Vivekananda Vidyamandir And Others Vs The Regional Provident
Fund Commissioner (II) West Bengal" in relation to non-exclusion of certain allowances from the definition of "basic
wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees’
Provident Funds & Miscellaneous Provisions Act, 1952, and subsequent dismissal of the review petition filed against the
Judgement, the Company has assessed the impact and on conservative basis made provision (presented under Current)
of Rs. 21.68 (March 31,2024: Rs. 21.68). The Company has also determined and discharged the provident fund liability
from September 1,2019 considering the impact of the judgement. The Company has changed its salary structure in the
month of June 2020 w.e.f. April 01,2020 to comply with above judgement.

Note: Derivatives designated as hedges are fair valued through other comprehensive income and hence not included as a part
of the above table.

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that
are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed
in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value,
the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An
explanation of each level follows underneath the table.

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair
value, grouped into Level 1 to Level 3, as described below :

Level 1: This hierarchy includes financial instruments measured using quoted prices. The mutual funds are valued using
the closing NAV. The quoted market price used for financial assets held by the Company is the current bid price. These
instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates.
The Company has derivatives which are not designated as hedges, bonds, government securities and mutual fund for
which all significant inputs required to fair value an instrument falls under level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level
3. This is the case for unlisted securities.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the fair value of forward contracts is determined using forward exchange rates prevailing with Authorised Dealers
dealing in foreign exchange.

- the use of Net Assets Value (''NAV'') for valuation of mutual fund investment. NAV represents the price at which the
issuer will issue further units and will redeem such units of mutual fund to and from the investors.

- the fair value of bonds and government securities are derived based on the indicative quotes of price and yields
prevailing in the market or latest available prices.

The Company’s risk management is carried out by treasury department under policies approved by the board of directors.
Treasury department identifies, evaluates and hedges financial risks. The board provides written principles for overall risk
management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of
derivative financial instruments and non-derivative financial instruments and investment of excess liquidity. There is no change
in objectives, policies and process for managing the risk and methods used to measure the risk as compared to previous year.
Where all relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between the hedging
instrument and the hedged item. This will effectively result in recognising interest expense at a fixed interest rate for the hedged
floating rate loans and inventory at the fixed foreign currency rate for the hedged purchases.

(I) Credit risk

Credit risk is the risk that counterparty will not meet its obligation under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables)
and from its financing activities, including bonds, deposits with bank, foreign exchange transactions and other financial
instruments.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant
increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant
increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the
risk of default as at the date of initial recognition.
a) Trade receivables

Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has
been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the
creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Receivables are deemed to be past due or impaired with reference to the Company’s normal terms and conditions of
business. These terms and conditions are determined on a case to case basis with reference to the customer’s credit
quality and prevailing market conditions. The Company based on past experiences, current conditions and forecasts
of future economic conditions does not expect any material loss on its receivables.

The credit quality of the Company’s customers is monitored on an ongoing basis and assessed for impairment
where indicators of such impairment exist. The Company uses simplified approach (i.e. lifetime expected credit loss
model) for impairment of trade receivables/ contract assets. The solvency of the debtor and their ability to repay
the receivable is considered in assessing receivables for impairment. Where receivables have been impaired, the
Company actively seeks to recover the amounts in question and enforce compliance with credit terms.

Past experience, current conditions and forecasts of future economic conditions suggest a low/ minimum credit risk
or allowances of debtors. Exposures of trade receivable broken into ageing bucket as per note 12. The Company’s
trade receivable do not carry a significant financing element. Hence, trade receivables are measured at transaction
price.

b) Other financial assets

The Company maintains exposure in cash and cash equivalents, term deposits with banks, security deposits, loans,
derivative financial instruments, investments in government securities, bonds and investments in mutual funds.
The Company has diversified portfolio of investment with various number of counterparties which have good credit
ratings, good reputation and hence the risk is reduced. Individual risk limits are set for each counterparty based
on financial position, cre

---

Mar 31, 2024

i During FY 2021-22, the Company had invested in 0.01% optionally convertible debentures of Mahatva Plastic Products and Building Materials Private Limited amounting to Rs. 401.

During the previous year, the Company had invested in 0.01% optionally convertible debentures of Mahatva Plastic Products and Building Materials Private Limited of Rs. 54.83. Also, there was redemption of 0.01% optionally convertible debentures of Mahatva Plastic Products and Building Materials Private Limited of Rs. 452.00 at par in the previous year.

During the current year, there was redemption of 0.01% optionally convertible debentures of Mahatva Plastic Products and Building Materials Private Limited of Rs. 3.83 at par.

March 31, 2024 and March 31, 2023:-

Terms and rights of 0.01% Optionally Convertible Debentures (OCDs):

0.01% Optionally Convertible Debentures (OCDs) having face value of Rs. 100 each shall be convertible at the option of WCL, the holder at any time during the tenure of the debentures into 10 equity shares of Rs. 10 each. If the OCD are not redeemed within 5 years from the date of issue, the OCD will be mandatorily converted into equity shares. The OCD shall be redeemable at the option of Mahatva, the issuer, any-time from the date of issue but not later than 5 years.

ii The Company had invested in 2,48,15,000 7.75% Convertible Non-cumulative Optionally Redeemable Preference Shares (7.75% CORPS) of par value Rs. 10 amounting to Rs. 24.82.

The Company invested in 2,01,75,000, 7.75% Convertible Non-cumulative Optionally Redeemable Preference Shares (7.75% CORPS) of par value Rs. 10. amounting to Rs. 20.17 in the previous year.

Terms and rights of 7.75% Convertible Non-cumulative Optionally Redeemable Preference Shares (7.75% CORPS): 7.75% CORPS have par value Rs. 10 each.

The 7.75% CORPS shall be convertible into equity shares of Anjar TMT, the issuer, any time before March 31,2036. One 7.75% CORPS will be converted into one equity share of Rs. 10/- each fully paid-up. If not converted, the 7.75% CORPS shall be redeemable at par at the option of Anjar TMT, the issuer after March 31,2030, but before March 31, 2036.

iii During the previous year, 1,74,79,000 preference shares of Welspun DI Pipes Limited have been converted to same number of equity shares having face value of Rs. 10 per equity share amounting to Rs. 17.48 in Welspun DI Pipes Limited in the previous year.

Additionally, the Company had also invested 50,10,000 equity shares of WDI of Rs. 10 amounting to Rs. 5.01 during the previous

March 31, 2024 and March 31, 2023:-

Terms and rights of 8% Convertible Non-Cumulative Optionally Redeemable Preference Share (8% CORPS):

The 8% CORPS shall be convertible into equity shares of WDI, the issuer, any time before March 31, 2036. One 8% CORPS will be converted into one equity share at par. The 8% CORPS shall be Redeemable at the option of WDI, the issuer in one or more tranches at any time on or after September 30, 2034 but before March 31,2036 and 8% CORPS shall be redeemed at par.

iv. During the previous year, the Company invested in 30,07,000, 0.01% Optionally Convertible Debentures of par value Rs. 100 each amounting to Rs. 30.07 of Sintex Prefab and Infra Limited.

Terms and Rights:

Each OCD having face value of Rs. 100 each shall be convertible at the option of the holder thereof at any time during the tenure of the OCDs into 10 equity shares of Rs. 10 each.

If the OCDs are not redeemed within 5 years from the date of the issue, the OCDs shall be mandatorily converted into equity shares.

The OCDs shall be redeemable at the option of the issuer, any-time from the date of the issue but not later than 5 years.

Before redeeming the OCDs, the issuer shall give option to holder to convert the OCDs in to equity by issuing 15 days’ notice thereto.

If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of the notice period.

The OCDs shall carry coupon of 0.01% p.a., discretionary.

v. During the previous year, the Company invested in 3,30,70,100 0.01% Optionally Convertible Debentures of par value Rs. 100 each amounting to Rs. 330.70 of Sintex BAPL Limited

During the current year, there was redemption of 0.01% optionally convertible debentures of Sintex BAPL Limited of Rs. 0.55 at par.

Terms and Rights:

Each OCD having face value of Rs. 100 each shall be convertible at the option of the holder thereof at any time during the tenure of the OCDs into 10 equity shares of Rs. 10 each.

If the OCDs are not redeemed within 5 years from the date of the issue, the OCDs shall be mandatorily converted into equity shares.

The OCDs shall be redeemable at the option of the issuer, any-time from the date of the issue but not later than 5 years.

Before redeeming the OCDs, the issuer shall give option to holder to convert the OCDs in to equity by issuing 15 days’ notice thereto.

If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of the notice period.

The OCDs shall carry coupon of 0.01% p.a., discretionary.

vi. During the previous year, the Company has acquired 10,000 equity shares of Rs. 10 each amounting to Rs. 0.01 of Nauyaan Shipyard Private Limited. Consequently, it has become a wholly owned subsidiary of the Company. Further, the Company invested in 87,00,000 0.01% Optionally Convertible Debentures of par value Rs. 100 each amounting to Rs. 87.00 of Nauyaan Shipyard Private Limited in the previous year.

During the current year, there was redemption of 0.01% optionally convertible debentures of Nauyaan Shipyard Private Limited of Rs. 8.50 at par.

Terms and Rights:

Each OCD having face value of Rs. 100 each shall be convertible at the option of the holder thereof at any time during the tenure of the OCDs into 10 equity shares of Rs. 10 each.

If the OCDs are not redeemed within 5 years from the date of the issue, the OCDs shall be mandatorily converted into equity shares.

The OCDs shall be redeemable at the option of the issuer, any-time from the date of the issue but not later than 5 years.

Before redeeming the OCDs, the issuer shall give option to holder to convert the OCDs in to equity by issuing 15 days’ notice thereto.

If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of the notice period.

The OCDs shall carry coupon of 0.01% p.a., discretionary.

(i) I n determining allowance for credit losses of trade receivables, the Company has used the practical expedient by computing the expected credit loss allowance based on a provision matrix. While the overall risk of credit loss based on past experience is negligible, the provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on ageing of receivables and the rates used in provision matrix.

(ii) There are no disputed trade receivables as at March 31,2024 and March 31,2023.

ii) Terms and rights attached to shares Equity shares

The Company has only one class of equity shares having a par value of Rs. 5 per share. Each holder of equity shares is entitled to one vote per share. The dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.

In the event of liquidation of the Company the holders of the equity shares will be entitled to receive remaining assets of the Company after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Preference shares

Preference shares do not carry any voting rights in the Company, except as provided in the Companies Act, 2013. Preference share will have priority over equity shares in the payment of dividend and repayment of capital.

Nature and purpose of other equity

(i) Securities premium

Securities premium is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act, 2013.

(ii) Debenture redemption reserve

The amounts credited to the debenture redemption reserve may not be utilized except to redeem debentures.

(iii) General reserve

General Reserve represents appropriation of profit by the Company. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.

(iv) Equity settled share based payments (refer note 49)

This account is used to recognize the grant date fair value of options issued to employees under "WELSOP" Employee stock option plan.

(v) Capital redemption reserve

Capital redemption reserve was created equal to the nominal value of the shares purchased pursuant to Buy Back of its own fully paid up equity shares. Further, during the current year, Capital Redemption Reserve was created on redemption of 6% Cumulative redeemable preference shares amounting to Rs. 351.51 in accordance with the provisions of the Companies Act 2013. This will be utilized as per provisions of Companies Act, 2013.

(vi) Capital reserve

The Company has created capital reserve pursuant to merger and acquisitions.

(vii) Cash flow hedging reserve

The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The Cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognized and accumulated under the heading of cash flows reserve will be reclassified to statement of profit and loss only when the hedged transaction affects the profit or loss or included as a basis adjustment to the non-financial hedged item.

(viii) Retained Earnings

Retained earnings comprises of prior years as well as current year’s undistributed earnings after taxes.

(ix) Treasury Reserve

This reserve represents own equity shares held by Welspun Corp Employees Welfare Trust.

The Shareholders of the Company, by resolutions passed by way of Postal Ballot, results of which were declared on July 29, 2022, approved, inter alia, acquisition of equity shares by Welspun Corp Employees Welfare Trust for implementation of Welspun Corp Employee Benefit Scheme - 2022. Welspun Corp Employees Welfare Trust ("Trust") was formed with objects of welfare of employees of the Company and subsidiaries, inter alia, by way of acquiring, holding and allocating equity shares of the Company to eligible employees by way of stock options. By March 31,2024, the Trust has acquired cumulative equity shares 86,717 of the Company for a total acquisition cost of Rs. 2.26. No options have so far been granted to any employee or director.

* the above is excluding effective interest rate resulting in decrease in borrowing by Rs. 0.29 (March 31, 2023: Rs. 0.74).

# Secured by first charge ranking pari passu by way of mortgage of certain movable and immovable property, plant and equipment of the Company.

i) During current year, the Company has redeemed 6% Cumulative redeemable preference shares on September 18, 2023 amounting to Rs. 351.51 ( March 31,2023 Rs. Nil).

ii) Term loan from Banks :

(a) The term loan of Rs. 789.34 (March 31, 2023: Rs. 942.68) from consortium of Banks are payable in 10 years commencing from December 2023 in quarterly installments. The rate of interest of the consortium lenders are linked to respective bank’s MCLR plus spread prevailing on the interest reset date , such that, average rate of interest during the year was 8.82% p.a. (March 31, 2023: 8.45%). Secured by first charge ranking pari passu on hypothecation of all movable and immovable property, plant and machinery, intangible assets, insurance policies of Metallics division of the Company, both present and future. Carrying value is excluding effective interest rate resulting in decrease in borrowing by Rs. 2.54 (March 31,2023: Rs. 4.03)

(b) The term loan of Rs. 200 (March 31, 2023: Rs. Nil ) from Banks are payable in 5 years commencing from September 2024 in half yearly installments. The rate of interest are linked to bank’s MCLR plus spread, such that, average rate of interest during the year was 8.40% p.a. Carrying value is excluding effective interest rate resulting in decrease in borrowing by Rs. 0.76 (March 31,2023: Rs. Nil). Secured by first pari passu charge on movable property, plant and machinery of the pipe division of the Company, both present and future.

(c) Term loan of Rs. Nil ( March 31,2023: Rs. 350) carrying interest link to 3 months Treasury Bill i.e. 7.97% from bank repayable each from Quarter June 2023 to March 2024 for Rs. 100 each of which Rs. 50 is prepaid during the previous year. Exclusive charge on specific assets purchased from ABG Shipyard Limited. (Refer note 52) Carrying value is excluding effective interest rate resulting in decrease in borrowing by Rs. Nil (March 31,2023: Rs. 1.52)

iv) Buyer’s credit for capital items of Rs. Nil. (March 31, 2023: Rs. 5.21) and Acceptances for capital items of Rs. Nil (March 31, 2023: Rs. 50.30) are secured by first charge ranking pari passu on hypothecation on all moveable and immovable property, intangible assets, insurance policies both present and future and Second charge on current assets of the Company. Buyers credit for capital item and Acceptances for Capital Goods carries an interest in the range of 4% to 6% pa. and originally repayable at maturity of 12 months.

(i) Nature of security for Current borrowings: Secured by first charge ranking pari passu on hypothecation of raw materials, finished goods, work-in-progress, goods-in-transit, stores and spares and Trade Receivables of the Company and second charge on all movable and immovable property, Plant and equipment of the Company both present and future.

Interest rate for year ended March 31,2024 is 7.45%

During the previous year, Working capital loan from bank includes carrying interest which is linked to 1 month -Treasury Bill carrying rate of 7.53% to 7.60% from banks which was repayable in the month of May 2023 and June 2023 for Rs. 37.00 and Rs. 120.00 respectively.

(ii) Terms of repayment and interest

(a) Working capital loan from banks carrying interest at 7.55% and was repayable and is paid in 120 days ending on May 2023 for loans outstanding as on March 31,2023.

(b) Buyers credit carry an interest linked to SOFR at 7.75% p.a. and which was repayable and paid in April 2023.

(iii) Nature of security and terms of repayment and interest

Secured by first charge ranking pari passu on hypothecation of all movable and immovable property, plant and machinery, intangible assets, insurance policies of the metallics division both present and future. Second charge on current assets of the metallics division. Carries an interest of 4% - 6% which was repayable and paid at maturity of 12 months.

(ii) There are certain income-tax related legal proceedings which are pending against the Company. Potential liabilities, if any have been adequately provided for, and the Company does not currently estimate any probable material incremental tax liabilities in respect of these matters.

ESI EMPLOYEE BENEFIT OBLIGATIONS

(i) Leave obligations

The leave obligations cover the Company’s liability for earned leave.

(ii) Post-employment obligations - gratuity

The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act, 1972. The plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen day wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee concerned upon retirement/termination. The gratuity plan is a funded plan and the Company makes contributions to recognized funds in India.

This defined benefit plans expose the Company to actuarial risks, such as interest rate risk and market (investment) risk.

(vi) Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which is asset volatility. The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The plan assets are invested by the Company in Kotak Group Gratuity Fund and India First Employee Benefits Plan. The plan assets have been providing consistent and competitive returns over the years. The Company intends to maintain these investments in the continuing years.

(vii) Defined benefit liability and employer contributions

Expected contribution to post-employment benefit plans for next year ended March 31,2024 is Rs. 6.69 (March 31,2023: Rs. 5.29).

The weighted average duration of the defined benefit obligation is 9 years. The expected maturity analysis of undiscounted gratuity benefits is as follows:

38. Pursuant to the Supreme Court Judgment in the case of "Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal" in relation to non-exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952, and subsequent dismissal of the review petition filed against the Judgement, the Company has assessed the impact and on conservative basis made provision (presented under Current) of Rs. 21.68 (March 31,2023: Rs. 21.68). The Company has also determined and discharged the provident fund liability from September 01,2019 considering the impact of the judgement. The Company has changed its salary structure in the month of June 2020 w.e.f. April 01,2020 to comply with above judgement.

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to Level 3, as described below :

Level 1: This hierarchy includes financial instruments measured using quoted prices. The mutual funds are valued using the closing NAV. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. The Company has derivatives which are not designated as hedges, bonds and government securities for which all significant inputs required to fair value an instrument falls under level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted securities.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the fair value of forward contracts is determined using forward exchange rates prevailing with Authorised Dealers dealing in foreign exchange.

- the use of Net Assets Value (''NAV'') for valuation of mutual fund investment. NAV represents the price at which the issuer will issue further units and will redeem such units of mutual fund to and from the investors.

- the fair value of bonds and government securities are derived based on the indicative quotes of price and yields prevailing in the market or latest available prices.

The Company’s risk management is carried out by treasury department under policies approved by the board of directors. Treasury department identifies, evaluates and hedges financial risks. The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity. There is no change in objectives, policies and process for managing the risk and methods used to measure the risk as compared to previous year.

Where all relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between the hedging instrument and the hedged item. This will effectively result in recognizing interest expense at a fixed interest rate for the hedged floating rate loans and inventory at the fixed foreign currency rate for the hedged purchases.

(I) Credit risk

Credit risk is the risk that counterparty will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including bonds, deposits with bank, foreign exchange transactions and other financial instruments. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition.

a) Trade receivables

Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. Receivables are deemed to be past due or impaired with reference to the Company’s normal terms and conditions of business. These terms and conditions are determined on a case to case basis with reference to the customer’s credit quality and prevailing market conditions. The Company based on past experiences, current conditions and forecasts of future economic conditions does not expect any material loss on its receivables.

The credit quality of the Company’s customers is monitored on an ongoing basis and assessed for impairment where indicators of such impairment exist. The Company uses simplified approach (i.e. lifetime expected credit loss model) for impairment of trade receivables/ contract assets. The solvency of the debtor and their ability to repay the receivable is considered in assessing receivables for impairment. Where receivables have been impaired, the Company actively seeks to recover the amounts in question and enforce compliance with credit terms.

Past experience, current conditions and forecasts of future economic conditions suggest a low/ minimum credit risk or allowances of debtors. Exposures of trade receivable broken into ageing bucket as per note 12. The Company’s trade receivable do not carry a significant financing element. Hence, trade receivables are measured at transaction price.

b) Other financial assets

The Company maintains exposure in cash and cash equivalents, term deposits with banks, security deposits, loans, derivative financial instruments, investments in government securities, bonds and investments in mutual funds. The Company has diversified portfolio of investment with various number of counterparties which have good credit ratings, good reputation and hence the risk is reduced. Individual risk limits are set for each counterparty based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Company.

Expected credit loss for other than trade receivables has been assessed and based on life-time expected credit loss, loss allowance provision has been made.

(II) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities (comprising the undrawn borrowing facilities below), by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

b) Maturities of financial liabilities

The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for:

All non-derivative financial liabilities, and derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not material.

(III) Market risk - foreign currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward foreign exchange contracts.

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments, highly probable forecast transactions and foreign currency required at the settlement date of certain receivables/payables. The use of foreign currency forward contracts is governed by the Company’s strategy approved by the board of directors, which provide principles on the use of such forward contracts consistent with the Company’s risk management policy and procedures.

(IV) Market risk - interest rate risk

The Company had borrowed funds at fixed interest rates.

The Company’s fixed rate borrowings are carried at amortized cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

(V) Market risk - security prices a) Exposure

The Company is mainly exposed to the price risk due to its investment in mutual funds and bonds. The price risk arises due to uncertainties about the future market values of these investments.

In order to manage its price risk arising from investments in mutual funds, the Company diversifies its portfolio in accordance with the limits set by the risk management policies.

(VI) Impact of hedging activities

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward contracts and derivative contracts

The Company uses forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments, highly probable forecast transactions and foreign currency required at the settlement date of certain receivables/payables. The use of forward contracts is governed by the Company’s strategy approved by the board of directors, which provide principles on the use of such forward contracts consistent with the Company’s risk management policy.

The Company’s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Company uses the hypothetical derivative method to assess effectiveness. Ineffectiveness is recognized on a cash flow hedge and net investment hedge where the cumulative change in the designated component value of the hedging instrument exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of foreign currency forecast sale and purchase transactions, hedges of interest rate risk and hedges of net investment, as applicable, this may arise if:

(i) The critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the forecast transaction, interest resets changes from what was originally estimated), or

(ii) Differences arise between the credit risk inherent within the hedged item and the hedging instrument. There were no ineffectiveness recognized in the statement of profit and loss during March 31, 2024 and March 31, 2023.

OQI CAPITAL MANAGEMENT (I) Risk management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Loan covenants

The Company has complied with all the loan covenants applicable, mainly fixed assets coverage ratio, net debt to earnings before interest tax depreciation and amortization ratio and total liability to tangible net worth ratio attached to the borrowings.

P51 CONTINGENT LIABILITIES The Company has contingent liabilities as at the year end in respect of:
	As at March 31, 2024	As at March 31, 2023
Claims against the Company not acknowledged as debts	20.86	23.51
Disputed direct taxes	9.03	18.01
Disputed indirect taxes:
Central Sales Tax	0.53	0.53
Service Tax and Duty of Excise	79.01	75.67
Sales tax/ Value Added Tax	143.67	143.67
Duty of Customs	3.29	0.69
Goods and Service tax	0.59	0.12
In respect of matters decided against the Company, for which the Company is in appeal with higher authorities, wherein the Company believe there would be no future cash outflows. The Company does not expect any re-imbursements in respect of the above contingent liabilities.

HSi CAPITAL AND OTHER COMMITMENTS i) Capital commitments Capital expenditure contracted for at the end of the reporting period but not recognized as liabilities is as follows:
	As at March 31, 2024	As at March 31, 2023
Estimated amount of contracts remaining to be executed on capital account (net of advances):
Property, plant and equipment (net of capital advances)	58.46	38.99
ii) Other commitments
	As at March 31, 2024	As at March 31, 2023
Corporate guarantees given by the Company for loans of subsidiaries and joint ventures. Loan/ liabilities outstanding against these guarantees aggregate to Rs.720.20 (March 31,2023: Rs. 1,087.11) (refer note 42)	2,007.64	1,926.57
Outstanding letters of credit	1,147.53	420.35
Export obligations for EPCG Government grant	177.40	368.52

P71 OPERATING LEASE As a lessor

The Company has entered into operating leases for land and premises. These lease arrangements are both cancellable and non-cancellable in nature and range for a period between three years to ten years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.

R3i SEGMENT INFORMATION

Since the segment information as per Ind AS 108 - Operating Segments is provided on the basis of consolidated financial statement, the same is not provided separately in standalone financial statement.

Q9I EQUITY SETTLED SHARE BASED PAYMENTS (ESOP) (REFER NOTE 16(b)(iv))

Senior level management employees of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). In respect of options granted during the current year under the Welspun Employee Stock Options Scheme (WELSOP), the cost of equity-settled transactions is determined by the fair value at the date when the grant is made using Black Scholes Merton formula which is in accordance with Indian Accounting Standard 102 (Ind AS 102).

The cost of equity settled transaction is recognized, together with a corresponding increase in Equity settled share based payments reserves in other equity, over the period in which the service conditions are fulfilled. This expense is included under the head "Employee benefits expense" as employee share-based expense. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest.

Expense for the period from grant date to reporting date recognized is Rs. 10.55 (Year ended March 31,2023: Rs. 5.58).

50. Assessment of impairment of carrying value of investments and recoverability of loans given to subsidiary: Welspun Specialty Solutions Limited ("WSSL" or "subsidiary") is engaged in manufacturing of pipes in India. The Company has outstanding investment in equity shares of Rs. 283.65 in subsidiary which is carried at cost, as at March 31,2024. The Company has outstanding loans granted to its subsidiary of Rs. 182.63 which is carried at amortized cost as at March 31, 2024. Considering the financial position and losses of the subsidiary, the Company has assessed the impairment of the carrying value of the investment in the subsidiary based on the market approach model (the "model"). The Company has also assessed the impairment of the carrying value of the loans based on the expected credit loss model ("ECL") resulting in no impairment for the year.

51. a. During the previous year, Bigshot Infra Facilities Private Limited ("Bigshot"), a wholly owned subsidiary of the

Company from April 18, 2022, has acquired control over Sintex Prefab India Limited ("SPIL") on February 24, 2023. SPIL was admitted under Corporate Insolvency Resolution process (CIRP) in terms of Insolvency and Bankruptcy code, 2016 ("IBC") of India. The National Company Law Tribunal (NCLT) vide its order dated December 21, 2022, approved the resolution plan for acquiring controlling stake in SPIL and merge Bigshot with SPIL by way of scheme of arrangement ("Scheme") approved by NCLT. Consequently, SPIL became wholly owned subsidiary of the Company.

51. b. During the previous year, Propel Plastic Products Private Limited ("Propel"), a wholly owned subsidiary of the

Company from September 27, 2022, has acquired control over Sintex BAPL Limited ("SBAPL") on March 29, 2023. SBAPL was admitted under Corporate Insolvency Resolution process (CIRP) in terms of Insolvency and Bankruptcy code, 2016 ("IBC") of India. The National Company Law Tribunal (NCLT) vide its order dated March 17, 2023, approved the resolution plan for acquiring controlling stake in SBAPL and merge Propel with SBAPL by way of scheme of arrangement ("Scheme") approved by NCLT. Consequently, SBAPL became wholly owned subsidiary of the Company.

52. During the previous year, the Company paid Rs. 589.45 towards the purchase consideration of the private sale of specified assets (partially built obsolete ships, metal, and scrap) of ABG Shipyard Limited (in liquidation) under the provisions of the Insolvency & Bankruptcy Code, 2016 ("IBC").

1. The Company was entitled to VAT incentive, on its investment in the eligible property plant and equipment, on fulfillment of the conditions stated in the scheme.

2. The Company is entitled to SGST incentive, on its investments in the eligible property, plant and equipment on fulfilment of the conditions stated in the scheme. The Company has followed net basis of accounting of government grants. As per this method, the balance sheet would reflect the cumulative net amount of grant that has been amortized to date and the cash that has been received / reasonably assured to be received under the terms of the grant and corresponding government grant is recognized in the statement of profit and loss.

3. The Company has availed the benefit of Export Promotion Capital Goods (EPCG) scheme provided by the Government of India (Ministry of Commerce and Industry) on import of Property, plant and equipment. The amount of duty waived by the Government has been capitalised and equivalent amount has been transferred to deferred income and amortized over useful life of the assets.

55. The Board of Directors, at their meeting held on March 14, 2023, approved the Scheme of Amalgamation ("the Scheme") of Welspun Metallics Limited ("Transferror Company") with the Company. The Company filed an application with the National Company Law Tribunal, Ahmedabad Bench to merge Welspun Metallics Limited with the Company. The order has been pronounced and delivered on October 27, 2023. The Scheme has become effective from the date of the Order. The Appointed Date for the Scheme is April 01,2022.

As per guidance on accounting for common control transactions contained in Ind AS 103 "Business Combination" the merger has been accounted for using the pooling of interest method as prescribed in IND AS 103 - Business Combinations and figures for year ended March 31,2023 have been restated.

As part of the Scheme, the equity shares and preference shares held by the Company in Welspun Metallics Limited stands cancelled.

1 Total debt = Non-current borrowings and Current borrowings

2 Earning for debt service = Profit for the year Non-cash operating expenses like depreciation and other amortizations Interest expenses

3 Debt service = Interest and principal repayments including lease payments

4 Cost of Goods Sold = Cost of material consumed Purchases of stock-in-trade Changes in inventories of finished goods, stock-in-trade and work-in progress

5 Working capital =Current assets (-) Current liabilities

6 Capital employed = Tangible net worth Total debt Deferred tax liability

F57H ADDITIONAL REGULATORY REQUIREMENTS UNDER SCHEDULE III

(i) Details of Benami Property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) Borrowing secured against current assets

The Company has borrowings from banks on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks and financial institutions are in agreement with the books of accounts.

(iii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority or other lender.

(iv) Relationship with struck off companies

The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956 except following:

(v) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(vi) Compliance with approved scheme(s) of arrangements

The Company has complied with accounting impact on approved scheme of arrangements during current or previous financial year (refer note 55).

(vii) Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Ultimate Beneficiaries or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

The Company has not received any funds from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(viii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) Valuation of PP&E, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including Right-of-Use assets) or intangible assets or both during the current or previous year.

(a) Title deeds are held in the name of the demerged undertaking i.e. Welspun Steel Limited which has been merged with the Company in the FY 2021-22. The Company is under process to change the name of these title deeds.

(b) Title deeds are held in the name of Welspun Metallics Limited which has been merged with the Company (refer note 55). The Company is under process to change the name of these title deeds.

(xii) Registration of Charges or satisfaction with Registrar of Companies (ROC)

The Company does not have any charge or satisfaction not registered with the ROC beyond the statutory period.

(xiii) Utilisation of borrowings availed from banks and financial institutions

The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were was taken.

(xiv) Loans or advances to specified person

The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and related parties (as defined under Companies Act, 2013) either severally or jointly with any other person, that are (a) repayable on demand; or (b) without specifying any terms or period of repayment.

58. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The draft rules for the Code on Social Security, 2020 have been released by the Ministry of Labour and Employment on November 13, 2020. The Company is in the process of assessing the additional impact on Provident Fund contributions and on Gratuity liability contributions and will complete their evaluation and give appropriate impact in the standalone financial statements in the period in which the rules that are notified become effective.

* The financial performance of Welspun Corp Employees Welfare Trust have been included in the standalone financial statements of the Company in accordance with the requirements of Ind-AS and cost of such treasury shares of Rs. 2.26 has been presented as a deduction in Other Equity. While computing basic and diluted earnings per share, weighted average of 86,717 number of equity shares have been reduced.

60. During the middle of June 2023, the central western parts of India were affected by the tropical cyclone that developed in the Arabian Sea named ''Biparjoy''. The cyclone had significant impact on industries in Kutch and caused widespread damage to infrastructure, including power lines, roads and communication networks.

The impact on Company’s assets and inventories as provisionally estimated by the management is amounting to Rs. 57.31. The Company has appropriately accounted for the above loss in "Other expenses". The Company is also covered for the loss of profit due to the shut down of one of it''s plant. The Company is sufficiently covered by All Risk Insurance Policy and has also received an on-account payment of Rs. 46.31 from the insurance company shown under "Other Income". The Company is confident that the full loss covered under insurance policy will be recovered from the insurance companies.

BW CORE INVESTMENT COMPANIES (CIC)

Management has assessed that there are three CIC in the Group (''Companies in the Group’ is as defined in Master Direction -Core Investment Companies (Reserve Bank) Directions, 2016, as amended).

Q2I SUBSEQUENT EVENTS

The Board of Directors at their meeting dated May 30, 2024 have recommended to pay dividend at the stipulated rate on the 6% Cumulative Redeemable Preference Shares of the face value of Rupees 10/- each fully paid up from April 01, 2023 to September 18, 2023 i.e. date of redemption and to pay dividend at the rate of 100% per equity share (i.e. Rupees 5 per equity share) having nominal value of Rupees 5 for the financial year ended March 31,2024. The payment is subject to approval of the shareholders in the upcoming Annual General Meeting.

63. During the previous year, the Company had sold land and civil structures (collectively known as "assets sold") situated at the Dahej unit of the Company in the state of Gujarat and included resulting profit of Rs. 103.92 under "Other Income".

64. The Company has received dividend income of Rs. 149.27 in August 2023 and Rs. 123.95 in February 2024 from Welspun Pipes Inc. which is a wholly owned subsidiary of the Company. The same has been disclosed under "Other income".

051 SUMMARY OF OTHER ACCOUNTING POLICY

a) Contract assets and contract liabilities

When the Company performs a service or transfers a good in advance of receiving consideration, it recognizes a contract asset or receivable.

A contract asset is a Company’s right to consideration in exchange for goods or services that the Company has transferred to a customer. If the Company transfers control of goods or services to a customer before the customer pays consideration, the Company records a contract asset when the nature of the Company’s right to consideration for its performance is other than passage of time. A contract asset will be classified as a receivable when the Company’s right to consideration is unconditional (that is, when payment is due only on the passage of time).The Company assesses a contract asset for impairment in accordance with Ind AS 109. Impairment of a contract asset is measured, presented and disclosed on similar basis as other financial asset in nature of trade receivable within the scope of Ind AS 109. The Company discloses contract assets under "Other Assets".

The Company recognizes a contract liability if the customer’s payment of consideration precedes the Company’s performance. A contract liability is recognized if the Company receives consideration (or if it has the unconditional right to receive consideration) in advance of performance. The Company discloses contract liabilities under "Other Liabilities".

b) Investment properties

Investment property is measured initially at its cost, including related transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalized to the asset’s carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognized.

Investment properties (except freehold land) are depreciated using the straight-line method over their estimated useful lives over a period of thirty years. These estimated useful lives are in accordance with those prescribed under Schedule II to the Companies Act, 2013.

c) Intangible assets

Intangible assets with finite useful lives acquired by the Company are measured at cost less accumulated amortization and accumulated impairment losses. Amortization is charged on a straight-line basis over the estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in the estimate being accounted for on a prospective basis.

Amortization methods and periods

Intangible assets comprise of computer software which is amortized on a straight-line basis over its expected useful life of five years which is based on a technical evaluation done by the Management.

d) Non-current assets (or disposal groups) held for sale

Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets, which are specifically exempt from this requirement.

An impairment loss is recognized for any initial or subsequent write-down of the asset (or disposal groups) to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of an asset (or disposal groups), but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the non-current asset (or disposal groups) is recognized at the date of de-recognition. Non-current assets (including those that are part of disposal groups) are not depreciated or amortized while they are classified as held for sale. Interest and other expenses attributable to liabilities of disposal groups classified as held for sale continue to be recognized.

Non-current assets classified as held for sale and the assets of disposal groups classified as held for sale are presented separately from the other assets in the balance sheet under the head "Assets classified as held for sale". The liabilities of disposal groups classified as held for sale are presented separately from other liabilities in the balance sheet under the head "Liabilities directly associated with Assets or disposal groups classified as held for sale".

e) Leases

i) As a lessee

The Company leases various leasehold lands, buildings, vehicles, and office and other equipments. Rental contracts are typically made for fixed periods of three to ninety-nine years but may have extension options as described in note 3(b). Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments, as applicable:

• fixed payments (including in-substance fixed payments), less any lease incentives receivable

• variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date

• amounts expected to be payable by the Company under residual value guarantees

• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and

• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. Lease payment to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following, wherever applicable:

• the amount of the initial measurement of lease liability

Mar 31, 2023

i Pursuant to the meeting of board of directors held on October 28, 2021, the Company on November 26, 2021, has acquired 100% of equity shares of Mahatva Plastic Products and Building Materials Private Limited (Mahatva) for purchase consideration of Rs. 0.001. Accordingly, Mahatva Plastic Products and Building Materials Private Limited is now a wholly owned subsidiary of the Company. Mahatva Plastic Products and Building Materials Private Limited is incorporated in the financial year 2021-22 for the manufacturing of plastic products. Further as at March 30, 2022, the Company has also invested 0.01% optionally convertible debentures of Mahatva Plastic Products and Building Materials Private Limited of Rs. 401.00.

During the current year, the company had invested 0.01% optionally convertible debentures of Mahatva Plastic Products and Building Materials Private Limited of Rs. 54.83. Also, there was redemption of 0.01% optionally convertible debentures of Mahatva Plastic Products and Building Materials Private Limited of Rs. 452.00 at par.

March 31, 2023 and March 31, 20221-

Terms and rights of 0.01% Optionally Convertible Debentures (OCDs):

0.01% Optionally Convertible Debentures (OCDs) having face value of Rs 100 each shall be convertible at the option of WCL, the holder at any time during the tenure of the debentures into 10 equity shares of Rs 10 each. If the OCD are not redeemed within 5 years from the date of issue, the OCD will be mandatorily converted into equity shares. The OCD shall be redeemable at the option of Mahatva, the issuer, any-time from the date of issue but not later than 5 years.”

ii Anjar TMT Steel Private Limited (Anjar ATMT) became a subsidiary (100%) of the Company pursuant to Merger order dated March 16, 2022 (refer note 51).

The Company holds 2,00,10,000 equity shares of Anjar TMT of par value Rs.10 amounting to Rs. 20.01.

The Company invested in 2,48,15,000, 7.75% Convertible Non-cumulative Optionally Redeemable Preference Shares (7.75% CORPS) of par value Rs 10. amounting to Rs. 24.82 in the previous year.

During the current year, the Company invested in 2,01,75,000, 7.75% Convertible Non-cumulative Optionally Redeemable Preference Shares (7.75% CORPS) of par value Rs 10. amounting to Rs. 20.17.

March 31, 2022 and March 31, 2023:-

Terms and rights of 7.75% Convertible Non-cumulative Optionally Redeemable Preference Shares (7.75% CORPS):

7.75% CORPS have par value Rs. 10 each.

The 7.75% CORPS shall be convertible into equity shares of Anjar ATMT, the issuer any time before March 31, 2036. Conversion ratio is 1:1. One 7.75% CORPS will be converted into one equity share of Rs. 10/- each fully paid-up. If not converted, the 7.75% CORPS shall be redeemable at par at the option of Anjar ATMT, the issuer after March 31, 2030, but before 31st March, 2036.

iii During the previous year, pursuant to the meeting of board of directors held on January 28, 2021, the Company on February 03, 2021, had acquired 100% of equity shares of Welspun DI Pipes Limited (WDI) and Welspun Metallics Limited (WML) for purchase consideration of Rs. 0.011 each. Accordingly WDI and WML became wholly owned subsidiaries of the Company. WDI and WML were incorporated for the manufacturing of ductile iron pipes and pig iron, respectively.

As at February 03, 2021, the Company held 0% Compulsorily Convertible debentures of WDI and WML for Rs. 9.56 and Rs. 86.19, respectively which were converted in the previous year into 9,500,000 equity shares of WDI of par value Rs.10 amounting to Rs. 9.56 and 85,000,000 equity shares of WML of Rs.10 amounting to Rs. 86.19, respectively, in the previous year.

Additionally, the Company had also invested 2,00,00,000 equity shares of WDI of Rs. 10 amounting to Rs. 20 during the previous year.

During the current year, 1,74,79,000 preference shares have been converted to same number of equity shares having face value of Rs 10 per equity share amounting to Rs 17.48 in Welspun DI Pipes Limited.

Additionally, the Company had also invested 50,10,000 equity shares of WDI of Rs.10 amounting to Rs. 5.01 during the current year.

During the current year, the Company has invested in 3,29,89,000 equity shares of Welspun Metallics Limited of Rs 10 each amounting to Rs 32.99 by converting loan into equity shares.

Also, during the current year, the Company has invested in 14,10,00,000 8% Convertible Non-Cumulative Optionally Redeemable Preference Share (CORPS) having par value of Rs. 10 each of Welspun Metallics Limited amounting to Rs 141 by converting loan. The CORPS shall be convertible in to equity share of the Company any time before March 31, 2036. Conversion ratio is 1:1 One CORPS will be converted in to one equity share at par. The CORPS shall be redeemable at the option of the Company in one or more tranches at any time on or after September 30, 2034 but before March 31, 2036 and CORPS shall be redeemed at par.

During the previous year, the Company has also invested in the 8% CORPS of Rs. 10 each of WDI and WML for Rs.180 and Rs. 212, respectively.

March 31, 2023 and March 31, 20221-

Terms and rights of 8% Convertible Non-Cumulative Optionally Redeemable Preference Share (8% CORPS): The 8% CORPS shall be convertible into equity shares of WML/ WDI, the issuer any time before March 31, 2036. Conversion ratio is 1:1 One 8% CORPS will be converted into one equity share at par. The 8% CORPS shall be Redeemable at the option of WML/ WDI, the issuer in one or more tranches at any time on or after 30th September, 2034 but before March 31, 2036 and 8% CORPS shall be redeemed at par.

iv. During the current year, the Company invested in 30,07,000, 0.01% Optionally Convertible Debentures of par value Rs 100 each amounting to Rs. 30.07 of Sintex Prefab and Infra Limited

Terms and Rights:

Each OCD having face value of Rs. 100 each shall be convertible at the option of the holder thereof at any time during the tenure of the OCDs into 10 equity shares of Rs. 10 each.

If the OCDs are not redeemed within 5 years from the date of the issue, the OCDs shall be mandatorily converted into equity shares.

The OCDs shall be redeemable at the option of the issuer, any-time from the date of the issue but not later than 5 years.

Before redeeming the OCDs, the issuer shall give option to holder to convert the OCDs in to equity by issuing 15 days'' notice thereto

If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of the notice period.

The OCDs shall carry coupon of 0.01% p.a., discretionary.

v. During the current year, the Company invested in 3,30,70,100 0.01% Optionally Convertible Debentures of par value Rs 100 each amounting to Rs. 330.70 of Sintex BAPL Limited

Terms and Rights:

Each OCD having face value of Rs. 100 each shall be convertible at the option of the holder thereof at any time during the tenure of the OCDs into 10 equity shares of Rs. 10 each.

If the OCDs are not redeemed within 5 years from the date of the issue, the OCDs shall be mandatorily converted into equity shares.

The OCDs shall be redeemable at the option of the issuer, any-time from the date of the issue but not later than 5 years.

Before redeeming the OCDs, the issuer shall give option to holder to convert the OCDs in to equity by issuing 15 days'' notice thereto

If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of the notice period.

The OCDs shall carry coupon of 0.01% p.a., discretionary.

vi. During the current year, the Company has acquired 10,000 equity shares of Rs 10 each amounting to Rs. 0.01 of Nauyaan Shipyard Private Limited. Consequently, it has become a wholly owned subsidiary of the Company.

Further, the Company invested in 87,00,000 0.01% Optionally Convertible Debentures of par value Rs 100 each amounting to Rs. 87.00 of Nauyaan Shipyard Private Limited.

Terms and Rights:

Each OCD having face value of Rs. 100 each shall be convertible at the option of the holder thereof at any time during the tenure of the OCDs into 10 equity shares of Rs. 10 each.

If the OCDs are not redeemed within 5 years from the date of the issue, the OCDs shall be mandatorily converted into equity shares.

The OCDs shall be redeemable at the option of the issuer, any-time from the date of the issue but not later than 5 years.

Before redeeming the OCDs, the issuer shall give option to holder to convert the OCDs in to equity by issuing 15 days'' notice thereto

If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of the notice period.

The OCDs shall carry coupon of 0.01% p.a., discretionary.

ii) Terms and rights attached to shares Equity shares

The Company has only one class of equity shares having a par value of Rs. 5 per share. Each holder of equity shares is entitled to one vote per share. The dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.

In the event of liquidation of the company the holders of the equity shares will be entitled to receive remaining assets of the Company after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Preference shares

Preference shares do not carry any voting rights in the Company, except as provided in the Companies Act, 2013. Preference share will have priority over equity shares in the payment of dividend and repayment of capital.

Increase in authorized preference share capital pursuant to the Scheme (refer note 51)

Nature and purpose of other equity

(i) Securities premium

Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

(ii) Debenture redemption reserve

The amounts credited to the debenture redemption reserve may not be utilised except to redeem debentures.

(iii) General reserve

General Reserve represents appropriation of profit by the Company. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.

(iv) Equity settled share based payments (refer note 49)

This account is used to recognise the grant date fair value of options issued to employees under “WELSOP” Employee stock option plan.

(v) Capital redemption reserve

Capital Redemption Reserve is created equal to the nominal value of the shares purchased pursuant to Buy Back of its own fully paid up equity shares.

(vi) Capital reserve

The Company has created capital reserve pursuant to merger and acquisitions.

(vii) Cash flow hedging reserve

The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The Cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flows reserve will be reclassified to statement of profit and loss only when the hedged transaction affects the profit or loss or included as a basis adjustment to the non-financial hedged item.

(viii) Retained Earnings

Retained earnings comprises of prior years as well as current year''s undistributed earnings after taxes.

ii) 6% Cumulative redeemable preference share repayable on September 17, 2023 of Rs 351.51.

iii) Term loan carrying interest link to 3 months Treasury Bill i.e. 7.97% from bank repayable each from Quarter June 2023 to March 2024 for Rs. 100 each of which Rs. 50 is prepaid during the year. Exclusive charge on specific assets purchased from ABG Shipyard Limited (refer note 52). The above amount is excluding effective interest rate resulting in decrease in borrowing by Rs. 1.52 (March 31, 2022: Nil).

(i) Nature of security for current borrowings

Secured by first charge ranking pari passu on hypothecation of raw materials, finished goods, work-inprogress, goods-in-transit, stores and spares and trade receivables of the Company and second charge on all movable and immovable property, plant and equipment of the Company both present and future. Carrying interest which is linked to 1 month - Treasury Bill carrying rate of 7.53% to 7.60% from banks repayable in the month of May 2023 and June 2023 for Rs. 37.00 and Rs. 120.00 respectively (March 31, 2022: repayable on demand)”

(ii) Terms of repayment and interest

(a) Commercial papers carry an interest of Nil (March 31, 2022: 4.45%-4.75%) and are repaid during the year (March 31, 2022: April 18, 2022 - Rs. 20, May 31, 2022 - Rs. 100 and June 10, 2022 - Rs. 50).

(b) Working capital loan from banks carrying interest at 7.55% and repayable in 120 days ending on May 2023 for loans outstanding as on March 31, 2023 and for previous year it was carrying interest rate of 4.5% to 4.65% and were repayable on demand.

(c) Buyers credit carry an interest linked to SOFR at 7.75% p.a. and repayable in April 2023.

36 EMPLOYEE BENEFIT OBLIGATIONS

(i) Leave obligations

The leave obligations cover the Company''s liability for earned leave.

(ii) Post-employment obligations - gratuity

The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act, 1972. The plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen day wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee concerned upon retirement/termination. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India. This defined benefit plans expose the Company to actuarial risks, such as interest rate risk and market (investment) risk.

(vi) Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which is asset volatility. The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The plan assets are invested by the Company in Kotak Group Gratuity Fund and India First Employee Benefits Plan. The plan assets have been providing consistent and competitive returns over the years. The Company intends to maintain these investments in the continuing years.

38 Pursuant to the Supreme Court Judgment in the case of “Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal” in relation to non-exclusion of certain allowances from the definition of “basic wages” of the relevant employees for the purposes of determining contribution to provident fund under the Employees'' Provident Funds & Miscellaneous Provisions Act, 1952, and subsequent dismissal of the review petition filed against the Judgement, the Company has assessed the impact and on conservative basis made provision (presented under Current) of Rs. 21.68 (March 31, 2022: Rs. 21.68). The Company has also determined and discharged the provident fund liability from September 1, 2019 considering the impact of the judgement. The Company has changed its salary structure in the month of June 2020 w.e.f. April 01, 2020 to comply with above judgement.

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to Level 3, as described below.

Level 1: This hierarchy includes financial instruments measured using quoted prices. The mutual funds are valued using the closing NAV The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. The Company has derivatives which are not designated as hedges, bonds and government securities for which all significant inputs required to fair value an instrument falls under level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted securities.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the fair value of forward contracts is determined using forward exchange rates prevailing with Authorised Dealers dealing in foreign exchange.

- the use of Net Assets Value (''NAV'') for valuation of mutual fund investment. NAV represents the price at which the issuer will issue further units and will redeem such units of mutual fund to and from the investors.

- the fair value of bonds and government securities are derived based on the indicative quotes of price and yields prevailing in the market or latest available prices.

The Company''s risk management is carried out by treasury department under policies approved by the board of directors. Treasury department identifies, evaluates and hedges financial risks. The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity. There is no change in objectives, policies and process for managing the risk and methods used to measure the risk as compared to previous year.

Where all relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between the hedging instrument and the hedged item. This will effectively result in recognising interest expense at a fixed interest rate for the hedged floating rate loans and inventory at the fixed foreign currency rate for the hedged purchases.

(I) Credit risk

Credit risk is the risk that counterparty will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including bonds, deposits with bank, foreign exchange transactions and other financial instruments.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition.”

a) Trade receivables

Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Receivables are deemed to be past due or impaired with reference to the Company''s normal terms and conditions of business. These terms and conditions are determined on a case to case basis with reference to the customer''s credit quality and prevailing market conditions. The Company based on past experiences, current conditions and forecasts of future economic conditions does not expect any material loss on its receivables and hence no provision is deemed necessary on account of expected credit loss (''ECL'').

The credit quality of the Company''s customers is monitored on an ongoing basis and assessed for impairment where indicators of such impairment exist. The Company uses simplified approach (i.e. lifetime expected credit loss model) for impairment of trade receivables/ contract assets. The solvency of the debtor and their ability to repay the receivable is considered in assessing receivables for impairment. Where receivables have been impaired, the Company actively seeks to recover the amounts in question and enforce compliance with credit terms.

Past experience, current conditions and forecasts of future economic conditions suggest a low/ minimum credit risk or allowances of debtors. Exposures of trade receivable broken into ageing bucket as per note 12. The Company''s trade receivable do not carry a significant financing element. Hence, trade receivables are measured at transaction price. The Company makes a loss allowance using simplified approach for expected credit loss and on a case to case basis.]

b) Other financial assets

The Company maintains exposure in cash and cash equivalents, term deposits with banks, loans, derivative financial instruments, investments in government securities, bonds and investments in mutual funds. The Company has diversified portfolio of investment with various number of counterparties which have good credit ratings, good reputation and hence the risk is reduced. Individual risk limits are set for each counterparty based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Company.

Expected credit loss for other than trade receivables has been assessed and based on life-time expected credit loss, loss allowance provision has been made.

(II) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities (comprising the undrawn borrowing facilities below), by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

b) Maturities of financial liabilities

The tables below analyse the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities for:

All non-derivative financial liabilities, and derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not material.

(III) Market risk - foreign currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments, highly probable forecast transactions and foreign currency required at the settlement date of certain receivables/payables. The use of foreign currency forward contracts is governed by the Company''s strategy approved by the board of directors, which provide principles on the use of such forward contracts consistent with the Company''s risk management policy and procedures.

a) Foreign currency risk exposure

The Company''s exposure to foreign currency risk at the end of the reporting period expressed in equivalent in Rs is as follows:

The Company uses forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments, highly probable forecast transactions and foreign currency required at the settlement date of certain receivables/payables. The use of forward contracts is governed by the Company''s strategy approved by the board of directors, which provide principles on the use of such forward contracts consistent with the Company''s risk management policy.

The Company''s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Company uses the hypothetical derivative method to assess effectiveness. Ineffectiveness is recognised on a cash flow hedge and net investment hedge where the cumulative change in the designated component value of the hedging instrument exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of foreign currency forecast sale and purchase transactions, hedges of interest rate risk and hedges of net investment, as applicable, this may arise if:

(i) The critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the forecast transaction, interest resets changes from what was originally estimated), or

(ii) Differences arise between the credit risk inherent within the hedged item and the hedging instrument. There were no ineffectiveness recognised in the statement of profit and loss during March 31, 2023 and March 31, 2022.

(i) During the previous year, the Company announced the successful listing of its Joint Venture company in Kingdom of Saudi Arabia (“KSA”), East Pipes Integrated Company for Industry (EPIC) on the Saudi Exchanges Main Market (“Tadawul”) at the final offer price of SAR 80 per share. Post the IPO the Company owns 35.01% (from earlier 50.01%) through its step-down subsidiary in Mauritius and will continue to be the largest shareholder in EPIC. Consequently, EPIC is now classified as an associate for the Company.

45 CONTINGENT LIABILITIES The Company has contingent liabilities as at the year end in respect of:
	As at March 31, 2023	As at March 31, 2022
Claims against the Company not acknowledged as debts	23.51	23.63
Disputed direct taxes	18.01	20.51
Disputed indirect taxes:
Central Sales Tax	0.53	0.53
Service Tax	18.61	18.61
Sales tax/ Value Added Tax	143.67	143.67
Duty of Excise	57.06	48.97
Duty of Customs	0.69	0.69
Goods and Service tax	0.12	0.26

In respect of matters decided against the Company, for which the Company is in appeal with higher authorities, wherein the company believe there would be no future cash outflows.

The Company does not expect any re-imbursements in respect of the above contingent liabilities.

46 CAPITAL AND OTHER COMMITMENTS i) Capital commitments

Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:

48 SEGMENT INFORMATION

Since the segment information as per Ind AS 108 - Operating Segments is provided on the basis of consolidated financial statement, the same is not provided separately in standalone financial statement.

49 EQUITY SETTLED SHARE BASED PAYMENTS (ESOP) (REFER NOTE 16(B)(IV))

Senior level management employees of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). In respect of options granted during the current year under the Welspun Employee Stock Options Scheme (WELSOP), the cost of equity-settled transactions is determined by the fair value at the date when the grant is made using Black Scholes Merton formula which is in accordance with Indian Accounting Standard 102 (Ind AS 102).

The cost of equity settled transaction is recognised, together with a corresponding increase in Equity settled share based payments reserves in other equity, over the period in which the service conditions are fulfilled. This expense is included under the head “Employee benefits expense” as employee share-based expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company''s best estimate of the number of equity instruments that will ultimately vest.

Expense for the period from grant date to reporting date recognised is Rs. 5.58 (March 31, 2022: Rs. 0.56).

	As at March 31, 2023	As at March 31, 2022
Estimated amount of contracts remaining to be executed on capital account (net of advances):
Property, plant and equipment (net of capital advances)	7.80	0.48
ii) Other commitments
	As at March 31, 2023	As at March 31, 2022
Corporate guarantees given by the company for loans of subsidiaries and joint ventures. Loan/ liabilities outstanding against these guarantees aggregate to Rs.2,645.95 (March 31, 2022: Rs. 741.10) (refer note 42)	3,577.57	1,696.03
Outstanding letters of credit	224.50	534.40
47 OPERATING LEASE As a lessor The Company has entered into operating leases for land and premises. These lease arrangements are both cancellable and non-cancellable in nature and range for a period between three years to ten years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. Rental income with respect to all operating leases
	Year ended March 31, 2023	Year ended March 31, 2022
Rental income recognised in the statement of profit and loss during the year	2.58	1.68

of amalgamation as per “pooling of interest method”, at carrying value adjusted for alignment for accounting policies of the Company has been considered in the books retrospectively and the previous period/year numbers have been accordingly restated.

In terms of the Scheme, the Company has issued 81 Cumulative Redeemable Preference shares (CRPS) of face value of Rs 10/- each of the Company for every 100 Equity Shares of face value of INR 10/- each held in Welspun Steel Limited by shareholders as on the record date stated therein, which were pending for allotment as at March 31, 2022 which will be redeemed at the expiry of 18 months from date of issue

i.e. March 16, 2022.

Further, consequent to the above arrangement, Welspun Speciality Solution Limited and Anjar TMT Steel Private Limited have become subsidiaries of the Company.

50 Assessment of impairment of carrying value of investments and recoverability of loans given to subsidiary: Welspun Specialty Solutions Limited (“WSSL” or “subsidiary”) is engaged in manufacturing of pipes in India. The Company has outstanding investment in equity shares of Rs. 283.65 in subsidiary which is carried at cost, as at March 31, 2023. The Company has outstanding loans granted to its subsidiary of Rs. 182.63 which is carried at cost as at March 31, 2023. Considering the financial position and losses of the subsidiary, the Company has assessed the impairment of the carrying value of the investment in the subsidiary based on the market approach model (the “model”). The Company has also assessed the impairment of the carrying value of the loans based on the expected credit loss model (“ECL”) resulting in no impairment for the year.

Note 1- As defined in the Scheme, “Demerged Undertaking” means undertaking, business, activities and operations pertaining to steel, specialty steel and thermo mechanical treatment bars manufacturing business carried on by WSL directly or indirectly through its subsidiaries (which includes Welspun Specialty Solutions Limited, Anjar TMT Steel Private Limited). The above figures are as per Management signed unaudited accounts.

Note 2- As at March 31, 2022, the amount to the extent CRPS issued (pending allotment) i.e. Rs. 351.51 is disclosed under “Borrowings”. Subsequent to the year end March 31, 2022, CRPS of Rs. 351.51 have been allotted.

Note 3 - It has been disclosed under the head “other financial liabilities” in March 31, 2022. Subsequent to the year end March 31,2022, the liability of Rs.11.22 has been paid in cash.

ii. Before merger, the Company and demerged undertaking held 19.70% (58,33,500 shares) and 3% (8,72,193 shares) in Welspun Captive Power Generation Limited (WCPGL), respectively. Pursuant to merger, the shareholding of the Company in WCPGL became 22.7% (67,05,693 shares).

Due to this change, Company obtained significant influence over WCPGL in March 2022 and is treated as associate of WCL as at March 31, 2022.

Accordingly, investments in WCPGL has been disclosed under “Investments in equity instruments of subsidiaries, associate and joint venture” (refer note 6) as at March 31, 2022.

iii. The Board of Directors at their meeting dated May 27, 2022 have recommended to pay dividend of Rs 8.67 at the stipulated rate of 6% on the CRPS for the financial year ended March 31, 2022, the payment of which made during the current year.

iv. With respect to the accounting treatment of such CRPS, presentation and measurement has been made in accordance with Ind AS 32 ''Financial Instruments: Presentation'' and Ind AS 109 ''Financial Instruments'' which requires the presentation of these CRPS as a financial liability in its entirety, given that as per the terms of the instrument, they are redeemable, at face value, at the option of the holder. The relevant disclosures required under Ind AS 107 ''Financial Instruments: Disclosures'' and under Ind AS 1 ''Presentation of financial statements'' for these CRPS have been made in the standalone financial statements. Accordingly, in view of the reasons set out in the aforesaid note, CRPS have not been presented as preference share capital in the standalone financial statements, in accordance with the Companies Act, 2013.

b. Bigshot Infra Facilities Private Limited (“Bigshot”), a wholly owned subsidiary of the Company from April 18, 2022, has acquired control over Sintex Prefab India Limited (“SPIL”) on February 24, 2023. SPIL was admitted under Corporate Insolvency Resolution process (CIRP) in terms of Insolvency and Bankruptcy code, 2016 (''''IBC'''') of India. The National Company Law Tribunal (NCLT) vide its order dated December 21, 2022, approved the resolution plan for acquiring controlling stake in SPIL and merge Bigshot with SPIL by way of scheme of arrangement (''''Scheme'''') approved by NCLT. Consequently, SPIL became wholly owned subsidiary of the Company.

c. Propel Plastic Products Private Limited (“Propel”), a wholly owned subsidiary of the Company from September 27, 2022, has acquired control over Sintex BAPL Limited (“SBAPL”) on March 29, 2023. SBAPL was admitted under Corporate Insolvency Resolution process (CIRP) in terms of Insolvency and Bankruptcy code, 2016 (''''IBC'''') of India. The National Company Law Tribunal (NCLT) vide its order dated March 17, 2023, approved the resolution plan for acquiring controlling stake in SBAPL and merge Propel with SBAPL by way of scheme of arrangement (''''Scheme'''') approved by NCLT. Consequently, SBAPL became wholly owned subsidiary of the Company.

52 During the year, the Company has paid Rs. 589.45 towards the purchase consideration of the private sale of specified assets of ABG Shipyard Limited (in liquidation) under the provisions of the Insolvency & Bankruptcy Code, 2016 (“IBC”). Post payment was made to ABG''s Liquidator and receipt of sale certificates by the Company, the Liquidator received a Provisional Attachment Order from ED, Ahmedabad. The Company, the Liquidator of ABG Shipyard Limited (“Liquidator”) and the Lenders (SBI & IDBI) have all filed separate writ petitions before Hon''ble Gujarat High Court (“Court”) against ED''s Provisional Attachment Order wherein during the quarter ended December 31, 2022, the Court has granted interim relief and stayed the Provisional order on the specified assets. The Company has received the possession of moveable properties (partially built obsolete ships, metal, and scrap) from the Liquidator.

(vi) Compliance with approved scheme(s) of arrangements

The Company has compliance with an accounting impact on approved scheme of arrangements on current or previous financial year (refer note 51).

(vii) Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) other than note 1 below, with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Ultimate Beneficiaries or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

The Company has not received any funds from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries Note 1

During the current year:

(i) The Company has invested in Optionally Convertible Debentures ("OCD”) aggregating to Rs. 30.07 of Big Shot Infra Facilities Private Limited ("Big Shot”), a wholly-owned subsidiary company. Big Shot has paid the lenders of Sintex Prefab and Infra Limited ("SPIL”), for acquiring the debt of SPIL as part of the NCLT-approved resolution plan, after which Bigshot merged with SPIL and SPIL became a wholly owned subsidiary of WCL under the approved NCLT scheme.

(ii) The Company has invested in OCD of Rs. 370.70 of Propel Plastics Products Private Limited ("Propel”), a wholly-owned subsidiary company. Propel has paid the lenders of Sintex BAPL Limited ("SBAPL”), for acquiring the debt of SBAPL as part of the NCLT-approved resolution plan, after which Propel merged with SBAPL and SBAPL became a wholly owned subsidiary of WCL under the approved NCLT scheme.

(iii) The Company has invested in OCD aggregating to Rs. 54.83 of Mahatva Plastic Products and Building Materials Private Limited (Mahatva) and Mahatva has further invested the Rs. 26.02, along with unutilised funds as on April 1, 2022 of Rs. 14.06, aggregating Rs.40.08 in purchasing the NCDs of Sintex BAPL Limited during the year ended March 31, 2023

The above payments made by the Company are for the purpose of acquisitions of unrelated parties through its wholly-owned subsidiaries. There are no non-compliances with the applicable laws and regulations.

(viii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) Valuation of PP&E, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including Right-of-Use assets) or intangible assets or both during the current or previous year.

(xii) Registration of Charges or satisfaction with Registrar of Companies (ROC)

The Company does not have any charge or satisfaction not registered with the ROC beyond the statutory period.

(xiii) Utilisation of borrowings availed from banks and financial institutions

The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were was taken.

(xiv) Loans or advances to specified person

The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and related parties (as defined under Companies Act, 2013) either severally or jointly with any other person, that are (a) repayable on demand; or (b) without specifying any terms or period of repayment.

57 The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The draft rules for the Code on Social Security, 2020 have been released by the Ministry of Labour and Employment on November 13, 2020. The Company is in the process of assessing the additional impact on Provident Fund contributions and on Gratuity liability contributions and will complete their evaluation and give appropriate impact in the standalone financial statements in the period in which the rules that are notified become effective.

able

59 DIVIDEND INCOME FROM WMHL

During the previous year ended March 31, 2022, Welspun Mauritius holdings Limited (WMHL) has given a dividend to WCL amounting to $ 40.49 Million (Rs. 307.66)

60 CORE INVESTMENT COMPANIES (CIC)

Management has assessed that there are three CIC in the Group (''Companies in the Group'' is as defined in Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016, as amended).

61 SUBSEQUENT EVENTS

The Board of Directors at their meeting dated May 30, 2023 have recommended to pay dividend at the stipulated 6% Cumulative Redeemable Preference shares of the face value of Rs 10/- each fully paid up and to pay dividend at the rate of 100% per equity share (i.e. INR 5 per equity share) having nominal value of INR 5 for the financial year ended March 31, 2023. The payment is subject to approval of the shareholders in the upcoming Annual General Meeting.

62 The Company in the current year that ended March 2023, has changed its rounding off denomination to crores from millions in order to make it more useful to users of financial statements. This change is also aligned with the results published pursuant to Regulation 33 and Regulation 52 of SEBI (LODR) Regulations, 2015, as amended. Accordingly, the figures of the comparative year has also been changed to give this effect. Further, the said change is in line with Schedule III of the Companies Act, 2013.

63 During the year, the Company has sold land and civil structures (collectively known as “assets sold”) situated at the Dahej unit of the Company in the state of Gujarat and included resulting profit of Rs 103.92 under “Other Income”.

64 At its meeting held on March 14, 2023, the Board of Directors of the Company have, inter alia, considered and decided to propose a Scheme under Sections 230-232 of the Companies Act, 2013 to National Company Law Tribunal (“NCLT”) for its approval. The Scheme, inter alia, provides for transfer and vesting of the entire assets and liabilities of Welspun Metallics Limited, wholly owned subsidiary of the Company (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 the Company, upon the Scheme becoming effective, no shares of the 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.

65 The figures for the previous year have been regrouped wherever necessary.

---

Mar 31, 2022

i Pursuant to the meeting of board of directors held on October 28, 2021, the Company on November 26, 2021, has acquired 100% of equity shares of Welspun Mahatva Plastic Products and Building Materials Private Limited (Mahatva) for purchase consideration of '' 0.01. Accordingly Welspun Mahatva Plastic Products and Building Materials Private Limited is now a wholly owned subsidiary of the Company. Welspun Mahatva Plastic Products and Building Materials Private Limited is incorporated in the current financial year for the manufacturing of plastic products. Further as at March 30, 2022, the Company has also invested 0.01% optionally convertible debentures of Welspun Mahatva Plastic Products and Building Materials Private Limited of '' 4,010 million.

March 31, 20221-

Terms and rights of 0.01% Optionally Convertible Debentures (OCDs):

0.01% Optionally Convertible Debentures (OCDs) having face value of '' 100 each shall be convertible at the option of WCL, the holder at any time during the tenure of the debentures into 10 equity shares of '' 10 each.If the OCD are not redeemed within 5 years from the date of issue, the OCD will be mandatorily converted into equity shares. The OCD shall be redeemable at the option of Mahatva, the issuer, any-time from the date of issue but not later than 5 years.

ii Anjar TMT Steel Private Limited (Anjar ATMT) became a subsidiary (100%) of the Company pursuant to Merger order dated March 16, 2022 (refer note 51). Company holds 20,010,000 equity shares of Anjar TMT of par value ''10 amounting to '' 200.10.

The Company invested in 24,815,000, 7.75% Convertible Non-cumulative Optionally Redeemable Preference Shares (7.75% CORPS) of par value '' 10. amounting to '' 248.15 in the current year.

March 31, 20221-

Terms and rights of 7.75% Convertible Non-cumulative Optionally Redeemable Preference Shares (7.75% corps):

7.75% CORPS have par value '' 10 each.

The 7.75% CORPS shall be convertible into equity shares of Anjar ATMT, the issuer any time before March 31, 2036. Conversion ratio is 1:1. One 7.75% CORPS will be converted into one equity share of '' 10/-each fully paid-up. If not converted, the 7.75% CORPS shall be redeemable at par at the option of Anjar ATMT, the issuer after March 31, 2030, but before 31st March, 2036.

iii Pursuant to the meeting of board of directors held on January 28, 2021, the Company on February 03, 2021, has acquired 100% of equity shares of Welspun DI Pipes Limited (WDI) and Welspun Metallics Limited (WML) for purchase consideration of '' 0.11 each. Accordingly WDI and WML became wholly owned subsidiaries of the Company. WDI and WML were incorporated in the previous financial year for the manufacturing of ductile iron pipes and pig iron, respectively.

As at February 03, 2021, the Company holds 0% Compulsorily Convertible debentures of WDI and WML for '' 95.57 and '' 861.83, respectively which are converted in the current year into 9,500,000 equity shares of WDI of par value ''10 amounting to '' 95.57 and 85,000,000 equity shares of WML of ''10 amounting to '' 861.83, respectively, in the current year.

Additionally, the Company has also invested 20,000,000 equity shares of WDI of '' 10 amounting to '' 200 during the current year.

march 31, 2022:-

Terms and rights of 8% Convertible Non-Cumulative Optionally Redeemable Preference Share (8% CORPS):

The Company has also invested in the 8% CORPS of '' 10 each of WDI and WML for ''1,800 and '' 2,120 (Previous year ''150 and '' 740), respectively.

The 8% CORPS shall be convertible into equity shares of WML/ WDI, the issuer any time before March 31, 2036. Conversion ratio is 1:1 One 8% CORPS will be converted into one equity share at par. The 8% CORPS shall be Redeemable at the option of WML/ WDI, the issuer in one or more tranches at any time on or after 30th September, 2034 but before March 31, 2026 and 8% CORPS shall be redeemed at par.

Further, during the previous year the rate of 8% CORPS was 10% (reduction in the coupon rate to 8% during the current year.)

march 31, 2021:-

terms and rights of 0% compulsorily convertible Debentures (ccDs):

0% Compulsorily Convertible Debentures (CCDs) have par value '' 10 each. The CCDs issued at 0% interest.

The CCDs can be converted at the option of WML/ WDI, the issuer into Equity Shares of ''10/- each fully paid-up. Conversion Ratio 1:1

Tenor of CCDs : 18 months from the date of first allotment.

If the CCDs have not been converted at the expiry of the Tenure of CCDs, the said CCDs shall be mandatorily converted into equity shares at the end of the tenure of CCDs in accordance with the conversion ratio.

ii) Terms and rights attached to shares Equity shares

The Company has only one class of equity shares having a par value of '' 5 per share. Each holder of equity shares is entitled to one vote per share. The dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.

I n the event of liquidation of the company the holders of the equity shares will be entitled to receive remaining assets of the Company after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Preference shares

Preference shares does not carry any voting rights in the Company, except as provided in the Companies Act, 2013. Preference share will have priority over equity shares in the payment of dividend and repayment of capital.

Increase in authorized preference share capital pursuant to the Scheme (refer note 51)

Nature and purpose of other equity

(i) Securities premium

Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

(ii) Debenture redemption reserve

The amounts credited to the debenture redemption reserve may not be utilised except to redeem debentures.

(iii) General reserve

General Reserve represents appropriation of profit by the Company. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.

(iv) Equity settled share based payments (refer note 49)

Share options outstanding account is used to recognise the grant date fair value of options issued to employees under “WELSOP” Employee stock option plan.

(v) Capital redemption reserve

Capital Redemption Reserve is created equal to the nominal value of the shares purchased pursuant to Buy Back of its own fully paid up equity shares.

(vi) Capital reserve

Capital reserve on merger of Welspun Pipes Limited and Welspun Steel Limited (refer note 51).

(vii) Cash flow hedging reserve

The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The Cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flows reserve will be reclassified to statement of profit and loss only when the hedged transaction affects the profit or loss or included as a basis adjustment to the non-financial hedged item.

(viii) Retained Earnings

Retained earnings comprises of prior years as well as current year''s undistributed earnings after taxes.

(i) Nature of security for current borrowings

Secured by first charge ranking pari passu on hypothecation of raw materials, finished goods, work-inprogress, goods-in-transit, stores and spares and trade receivables of the Company and second charge on all movable and immovable property, plant and equipment of the Company both present and future.

(ii) Terms of repayment and interest

(a) Commercial papers carry an interest of 4.45%-4.75% (March 31, 2021: 4.25%) and are repayable on April 18, 2022 - '' 200, May 31, 2022 - '' 1,000 and June 10, 2022 - '' 500 (March 31, 2021: June 22, 2021 - '' 500).

(b) Working capital loan carry an interest of 4.50%-4.65% (March 31, 2021: Nil) from banks includes cash credit which are repayable on demand.

36. EMPLOYEE BENEFIT OBLIGATIONS

(i) Leave obligations

The leave obligations cover the Company''s liability for earned leave.

(ii) post-employment obligations - gratuity

The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act, 1972. The plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen day wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee concerned. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India.

This defined benefit plans expose the Company to actuarial risks, such as interest rate risk and market (investment) risk.

(vi) Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which is asset volatility. The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The plan assets are invested by the Company in Kotak Group Gratuity Fund and India First Employee Benefits Plan. The plan assets have been providing consistent and competitive returns over the years. The Company intends to maintain these investments in the continuing years.

(vii) Defined benefit liability and employer contributions

Expected contribution to post-employment benefit plans for next year ended March 31, 2023 is '' 46.36 (March 31, 2022: '' 48.83).

Note : There are uncertainties regarding the timing and amount of the provisions. Changes in underlying facts and circumstances for each provision could result in differences in the amounts provided for and the actual cash outflow. Therefore, long term provisions are presented on non-discounted basis.

38. Pursuant to the Supreme Court Judgment in the case of “Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal” in relation to non-exclusion of certain allowances from the definition of “basic wages” of the relevant employees for the purposes of determining contribution to provident fund under the Employees'' Provident Funds & Miscellaneous Provisions Act, 1952, and subsequent dismissal of the review petition filed against the Judgement, the Company has assesses the impact and on conservative basis made provision (presented under Non-current) of '' 216.76 (March 31, 2021: '' 216.76). The Company has also determined and discharged the provident fund liability from September 1, 2019 considering the impact of the judgement. The Company has changed its salary structure in the month of June 2020 w.e.f. April 01, 2020 to comply with above judgement.

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to Level 3, as described below.

Level 1: This hierarchy includes financial instruments measured using quoted prices. There is no item under this category as at March 31, 2022 and as at March 31, 2021.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. The Company has derivatives which are not designated as hedges, bonds, government securities and mutual funds for which all significant inputs required to fair value an instrument falls under level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted securities.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the fair value of forward contracts is determined using forward exchange rates prevailing with Authorised Dealers dealing in foreign exchange.

- the use of Net Assets Value (''NAV'') for valuation of mutual fund investment. NAV represents the price at which the issuer will issue further units and will redeem such units of mutual fund to and from the investors.

- the fair value of bonds and government securities are derived based on the indicative quotes of price and yields prevailing in the market or latest available prices.

a) The carrying amount of trade receivables, cash and cash equivalents, bank balances other than cash and cash equivalents, loans, term deposits with maturity more than 12 months, security deposits, other financial assets, borrowings, trade payables and other financial liabilities are considered to be the same as their value, due to their short-term nature.

b) The fair values and carrying value of loans, term deposits with maturity more than 12 months, security deposits, other financial assets, borrowings and other financial liabilities (other than those covered in above note (a)) are materially the same.

41. FINANCIAL RISK MANAGEMENT

The Company''s activities expose it to market risk, liquidity risk and credit risk. In order to minimise any adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency risk exposures. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.

The Company''s risk management is carried out by treasury department under policies approved by the board of directors. Treasury department identifies, evaluates and hedges financial risks. The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity. There is no change in objectives, policies and process for managing the risk and methods used to measure the risk as compared to previous year.

(I) Credit risk

Credit risk is the risk that counterparty will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with bank, foreign exchange transactions and other financial instruments.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition.

a) trade receivables

Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain.

b) Other financial assets

The Company maintains exposure in cash and cash equivalents, term deposits with banks, derivative financial instruments, investments in government securities, bonds and investments in mutual funds. The Company has diversified portfolio of investment with various number of counterparties which have good credit ratings, good reputation and hence the risk is reduced. Individual risk limits are set for each counterparty based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Company.

(II) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities (comprising the undrawn borrowing facilities below), by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

b Maturities of financial liabilities

The tables below analyse the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities for:

All non-derivative financial liabilities, and

Derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not material.

III) Market risk - foreign currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments, highly probable forecast transactions and foreign currency required at the settlement date of certain receivables/payables. The use of foreign currency forward contracts is governed by the Company''s strategy approved by the board of directors, which provide principles on the use of such forward contracts consistent with the Company''s risk management policy and procedures.

(IV) Market risk - interest rate risk

The Company had borrowed funds at fixed interest rates.

The Company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

(V) Market risk - security prices a) Exposure

The Company is mainly exposed to the price risk due to its investment in mutual funds and bonds. The price risk arises due to uncertainties about the future market values of these investments.

In order to manage its price risk arising from investments in mutual funds, the Company diversifies its portfolio in accordance with the limits set by the risk management policies.

The Company uses forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments, highly probable forecast transactions and foreign currency required at the settlement date of certain receivables/payables. The use of forward contracts is governed by the Company''s strategy approved by the board of directors, which provide principles on the use of such forward contracts consistent with the Company''s risk management policy.

The Company''s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Company uses the hypothetical derivative method to assess effectiveness. Ineffectiveness is recognised on a cash flow hedge and net investment hedge where the cumulative change in the designated component value of the hedging instrument exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of foreign currency forecast sale and purchase transactions, hedges of interest rate risk and hedges of net investment, as applicable, this may arise if:

(i) The critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the forecast transaction, interest resets changes from what was originally estimated), or

(ii) Differences arise between the credit risk inherent within the hedged item and the hedging instrument. There were no ineffectiveness recognised in the statement of profit and loss during March 31, 2022 and March 31, 2021.

(i) During the year the Company announced the successful listing of its Joint Venture company in Kingdom of Saudi Arabia (“KSA”), East Pipes Integrated Company for Industry (EPIC) on the Saudi Exchanges Main Market (“Tadawul”) at the final offer price of SAR 80 per share. Post the IPO the Company owns 35.01% (from earlier 50.01%) through its step-down subsidiary in Mauritius and will continue to be the largest shareholder in EPIC. Consequently, EPIC is now classified as an associate for the Company.

44. CAPITAL MANAGEMENT

(I) Risk management

The company''s objectives when managing capital are to safeguard the company''s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

45. CONTINGENT LIABILITIES The Company has contingent liabilities as at the year end in respect of:
1	As at	As at
1	March 31, 2022	march 31, 2021
Claims against the Company not acknowledged as debts	236.27	247.32
Disputed direct taxes	205.11	201.30
Disputed indirect taxes:
Central Sales Tax	5.31	5.31
Service Tax	186.07	156.54
Sales tax/ Value Added Tax	1,436.70	1,436.70
Duty of Excise	489.74	518.50
Duty of Customs	6.86	6.86
Goods and Service tax	2.57	1.19

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of above pending resolution of the respective proceedings.

The Company does not expect any re-imbursements in respect of the above contingent liabilities.

48. SEGMENT INFORMATION

The Company is primarily engaged in the business of manufacture and distribution of steel products. In accordance with Ind AS 108 “Operating Segments”, the Company has presented segment information on the basis of its consolidated financial statements,hence not shown under standalone financial statements.

49. EQUITY SETTLED SHARE BASED PAYMENTS (ESOP) (REFER NOTE 31 AND 16(B)(IV))

Senior level management employees of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). In respect of options granted during the current year under the Welspun Employee Stock Options Scheme (WELSOP), the cost of equity-settled transactions is determined by the fair value at the date when the grant is made using Black Scholes Merton formula which is in accordance with Indian Accounting Standard 102 (Ind AS 102).

The cost of equity settled transaction is recognised, together with a corresponding increase in Equity settled share based payments reserves in other equity, over the period in which the service conditions are fulfilled. This expense is included under the head “Employee benefits expense” as employee share-based expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company''s best estimate of the number of equity instruments that will ultimately vest.

50. DISCONTINUED OPERATIONS

i) Description

On March 31, 2021, the Company had concluded sale of its Plates & Coils Mills Division (PCMD) division for '' 8,485 plus closing adjustments towards net working capital pursuant to the Business Transfer Agreement dated March 31, 2019 and amended on March 31, 2021 (collectively known as “BTA”).

The disposal group (i.e. PCMD) was reported as discontinued operations in the financial statements for the year ended March 31, 2020 and the assets and liabilities directly associated with disposal group were presented as held for sale as at March 31, 2020.

As of September 30, 2021, the Company has received the total consideration of '' 8,091.98 and there is no further consideration receivable.

51. The Hon''ble National Company Law Tribunal, Ahmedabad Bench by an order dated March 16, 2022, has sanctioned the Scheme of Arrangement (the “Scheme”) filed by WCL and Welspun Steel Limited for transfer and vesting of Demerged Undertaking of the Demerged Company i.e. Welspun Steel Limited (WSL) into the Resulting Company i.e. Welspun Corp Limited with effect from April 1, 2021, being the appointed date as per the Scheme. The certified true copy of the said Order has been received and filed with the Ministry of Company Affairs on March 16, 2022. The effect of amalgamation as per “pooling of interest method”, at carrying value adjusted for alignment for accounting policies of the Company. has been considered in the books retrospectively and the figures for the comparative year ended March 31, 2021, have been restated as if the merger had occurred from the beginning of the comparative period in the financial statements, i.e. April 1, 2020, as per the requirements of Indian Accounting Standard (IND AS) 103 and in accordance with the accounting treatment specified in the Scheme. Accordingly, the figures for the year ended March 31, 2021 and March 31, 2022 include the results of the Company and its Demerged undertaking. The amalgamation has resulted in recognition of Capital Reserve of '' 1,349.02 million as at April 1, 2020. The previous year''s figures in the standalone financial statement have been accordingly restated from April 1, 2020.

In terms of the Scheme, the Company has issued 81 Cumulative Redeemable Preference shares (CRPS) of face value of INR 10/- each of the Company for every 100 Equity Shares of face value of INR 10/- each held in Welspun Steel Limited by shareholders as on the record date stated therein, which were pending for allotment as at March 31, 2022 which will be redeemed at the expiry of 18 months from date of issue i.e. March 16, 2022. Further, consequent to the above arrangement, Welspun Speciality Solution Limited and Anjar TMT Steel Private Limited have become subsidiaries of the Company.

Note 2- The amount of consideration payable on account of merger has been classified as a financial liability under the head “Other financial liabilities” as at March 31, 2021. Further, as at March 31, 2022, the amount to the extent CRPS issued (pending allotment) i.e. '' 3,515.12 is disclosed under “Borrowings”. Subsequent to the year end, CRPS of '' 3,515.12 have been allotted.

Note 3 - It has been disclosed under the head “other financial liabilities” in March 31, 2022 and March 31, 2021. Subsequent to the year end, the liability of ''112.17 has been paid in cash.

ii Before merger, the Company and demerged undertaking held 19.7% (5,833,500 shares) and 3% (872,193 shares) in Welspun Captive Power Generation Limited (WCPGL), respectively. Pursuant to merger, the shareholding of the Company in WCPGL became 22.7% (6,705,693 shares).

Due to this change, Company obtained significant influence over WCPGL in March 2022 and is treated as associate of WCL as at March 31, 2022.

Accordingly, investments in WCPGL has been disclosed under “Investments in equity instruments of subsidiaries, associate and joint venture” (refer note 6) as at March 31, 2022.

iii The Board of Directors at their meeting dated May 27, 2022 have recommended to pay dividend of '' 8.67 at the stipulated rate of 6% on the CRPS for the financial year ended March 31, 2022, the payment of which is subject to approval of the shareholders in the upcoming Annual General Meeting.

iv With respect to the accounting treatment of such CRPS, presentation and measurement has been made in accordance with Ind AS 32 ''Financial Instruments: Presentation'' and Ind AS 109 ''Financial Instruments'' which requires the presentation of these CRPS as a financial liability in its entirety, given that as per the terms of the instrument, they are redeemable, at face value, at the option of the holder. The relevant disclosures required under Ind AS 107 ''Financial Instruments: Disclosures'' and under Ind AS 1 ''Presentation of financial statements'' for these CRPS have been made in the standalone financial statements. Accordingly, in view of the reasons set out in the aforesaid note, CRPS have not been presented as preference share capital in the standalone financial statements, in accordance with the Companies Act, 2013.

v “Assessment of impairment of carrying value of investments and recoverability of loans given to subsidiary. Welspun Specialty Solutions Limited (“WSSL” or “subsidiary”) is engaged in manufacturing of pipes in India. The Company has investment in equity shares of '' 2,836.50 of subsidiary carried at cost, as at March 31, 2022. The Company has also granted loans to the subsidiary with a carrying value of '' 886.34 carried at cost as at March 31, 2022. Considering the financial position and losses of the subsidiary, the Company has assessed the impairment of the carrying value of the investment in the subsidiary based on the market approach model (the “model”). The Company has also assessed the impairment of the carrying value of the loans based on the expected credit loss model (“ECL”) resulting in no impairment for the year.

52. Management has made an assessment of the impact of COVID 19 in preparation for these standalone financial statements. Management has considered all relevant external and internal factors in the measurement of assets and liabilities including recoverability of carrying values of its assets, its liquidity position and ability to repay debts. No adjustment to key estimates and judgements that impact the financial statements have been identified. However, the impact assessment of COVID 19 will be a continuing process given the uncertainties associated with its nature and duration and no significant impact is envisaged on the operations.

56. ADDITIONAL REGULATORY REQUIREMENTS UNDER SCHEDULE III

(i) Details of Benami Property held

No proceedings have been initiated on or are pending against the company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) Borrowing secured against current assets

The Company has borrowings from banks on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks and financial institutions are in agreement with the books of accounts.

(iii) wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iv) Relationship with struck off companies

The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.

(v) compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(vi) compliance with approved scheme(s) of arrangements

The Company has compliance with an accounting impact on approved scheme of arrangements on current or previous financial year (refer note 51).

(vii) Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) other than note 1 and 2 below, with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries Note 1 :

The Company has given trade advance out of its internal accruals of an amount aggregating to '' 499.51 to Mohan Fabtex Limited having CIN U17126DL2006PLC152697( MFL - an unrelated party) during the month of October 2021, for supplies of Hot Rolled coils to be made in accordance to the PO terms in the ordinary course of business. Welspun Specialty Solutions Limited, which has become a subsidiary of the Company from the appointed date of April 1, 2021 vide the NCLT Order, had borrowed ICDs on multiple dates to meet it''s working capital requirements from MFL.There are no non-compliances with the applicable laws and regulations.

Note 2 :

The Company has invested in Optionally convertible debenture amounting to '' 4,010.00 million in Mahatva Plastic Products and Building Materials Private Limited (Mahatva), a subsidiary company and Mahatva has further invested the amount of '' 3,869.37 million in Sintex BAPL Limited as at March 31, 2022.

Note 3

The Company has given loan, out of its own funds, an amount aggregating to '' 1,490 to Welspun DI Pipes Limited during the year. Further, Welspun DI Pipes Limited (WDI) has given this loan to Welspun Metallic Limited (WML) to meet it''s capex requirements, since both WDI and WML are wholly owned subsidiaries, there are no non-compliances with the applicable laws and regulations.

(viii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) valuation of pp&E, intangible asset and investment property

The company has not revalued its property, plant and equipment (including Right-of-Use assets) or intangible assets or both during the current or previous year.

(xii) Registration of charges or satisfaction with Registrar of companies (Roc)

The company does not have any charge or satisfaction not registered with the ROC beyond the statutory period.

(xiii) utilisation of borrowings availed from banks and financial institutions

The borrowings obtained by the company from banks and financial institutions have been applied for the purposes for which such loans were was taken.

57. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The draft rules for the Code on Social Security, 2020 have been released by the Ministry of Labour and Employment on November 13, 2020. The Company is in the process of assessing the additional impact on Provident Fund contributions and on Gratuity liability contributions and will complete their evaluation and give appropriate impact in the standalone financial statements in the period in which the rules that are notified become effective.

59. DIVIDEND INCOME FROM WMHL:

During the current year ended March 31, 2022, Welspun Mauritius holdings Limited (WMHL) has given a dividend to WCL amounting to $ 40.49 Million ( '' 3,076.62)

60. CORE INVESTMENT COMPANIES (CIC)

Management has assessed that there are three CIC in the Group (''Companies in the Group'' is as defined in Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016, as amended)

61. subsequent events

In the month of April 2022, the Company acquired 100% of the issued share capital of Big Shot Infra Facilities Private Limited from an unrelated party at a consideration of '' 0.03 with an intention to make it a special purpose vehicle for organic/inorganic growth of the business under the object of the company.

62. The figures for the previous year have been regrouped wherever necessary.

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Mar 31, 2018

Note 2: Critical estimates and judgments

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgment in applying the Company''s accounting policies. This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgments is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

Critical estimates and judgments i) Estimation of current tax expense and deferred tax

The calculation of the Company''s tax charge necessarily involves a degree of estimation and judgment in respect of certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or, as appropriate, through a formal legal process. The final resolution of some of these items may give rise to material profits/ losses and/or cash flows. Significant judgments are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions.

ii) Estimation of Provisions and Contingent Liabilities

The Company exercises judgment in measuring and recognizing provisions and the exposures to contingent liabilities which is related to pending litigation or other outstanding claims. Judgment is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and to quantify the possible range of the financial settlement. Because of the inherent uncertainty in this evaluation process, actual liability may be different from the originally estimated as provision.

iii) Estimation of useful life of Property, Plant and Equipment

Property, Plant and Equipment represent a significant proportion of the asset base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of an asset''s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Company''s assets are determined by management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology. For the relative size of the Company''s property, plant and equipment.

iv) Estimation of Provision for Inventory

The Company writes down inventories to net realisable value based on an estimate of the realisability of inventories. Write downs on inventories are recorded where events or changes in circumstances indicate that the balances may not realised. The identification of write-downs requires the use of estimates of net selling prices of the down-graded inventories. Where the expectation is different from the original estimate, such difference will impact the carrying value of inventories and write-downs of inventories in the periods in which such estimate has been changed.

v) Estimation of Defined Benefit Obligation

The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for post employments plans include the discount rate. Any changes in these assumptions will impact the carrying amount of such obligations.

The Company determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the defined benefit obligations. In determining the appropriate discount rate, the Company considers the interest rates of government bonds of maturity approximating the terms of the related plan liability.

vi) Estimated fair value of Financial Instruments

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Management uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions.

Estimation of fair value

The Company has obtained independent valuation of its freehold land located at Anjar and Flat located at Mumbai based on current prices in an active market for properties of similar nature. The fair values of investment property have been determined by an independent valuer. The main inputs used are the rental growth rates and a study of the micro market in discussion with industry experts. Resulting fair value estimate for investment property are included in level 3.

Nature and purpose of other equity

(i) Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act, 2013.

(ii) Debenture redemption reserve

The Companies Act, 2013 requires companies that issue debentures to create a debenture redemption reserve from annual profits until such debentures are redeemed. The amounts credited to the debenture redemption reserve may not be utilized except to redeem debentures.

(iii) General reserve

General Reserve is a free reserve and is available for distribution as dividend, issue of bonus shares, buyback of the Company''s securities. It was created by transfer of amounts out of distributable profits.

(iv) Foreign currency monetary item translation difference account (refer note 49)

Foreign exchange differences on long term foreign currency monetary items which relates to other than depreciable assets, are accumulated in “Foreign Currency Monetary Item Translation Difference Account" and Amortized over the balance period of such long term assets / liabilities.

(v) Cash flow hedging reserve

The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The Cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognized and accumulated under the heading of cash flows reserve will be reclassified to statement of profit and loss only when the hedged transaction affects the profit or loss or included as a basis adjustment to the non-financial hedged item.

(iii) There are certain income-tax related legal proceedings which are pending against the Company. Potential liabilities, if any have been adequately provided for, and the Company does not currently estimate any probable material incremental tax liabilities in respect of these matters.

3. Employee benefit obligations (i) Leave obligations

The leave obligations cover the Company''s liability for earned leave.

(ii) Post-employment obligations - gratuity

The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act, 1972. The plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen day wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee concerned. The gratuity plan is a funded plan and the Company makes contributions to recognized funds in India.

This defined benefit plans expose the Company to actuarial risks, such as interest rate risk and market (investment) risk.

(vi) Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which is asset volatility. The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The plan assets are invested by the Group in Kotak Group Gratuity Fund and India First Employee Benefits Plan. The Group intends to maintain these investments in the continuing years.

(vii) Defined benefit liability and employer contributions

Expected contribution to post-employment benefit plans for the year ending March 31, 2019 is Rs. 51.68 (March 31, 2018: Rs. 50.57).

(i) Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at Amortized cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to Level 3, as described below.

Level 1: This hierarchy includes financial instruments measured using quoted prices. This includes investment in Standard Chartered Bank PLC Indian Depository Receipt.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. The Company has derivatives which are designated as hedges and which are not designated as hedges, bonds and mutual funds for which all significant inputs required to fair value an instrument falls under level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities and unlisted preference shares.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- investment in Standard Chartered Bank PLC Indian Depository Receipt is valued using the closing price at National Stock Exchange (NSE) at the reporting period.

- the fair value of forward contracts is determined using forward exchange rates prevailing with Authorized Dealers dealing in foreign exchange.

- the fair value of interest rate swaps, options contracts and coupon only swap is calculated as the present value of the estimated future cash flows based on observable yield curves.

- the use of Net Assets Value (''NAV'') for valuation of mutual fund investment. NAV represents the price at which the issuer will issue further units and will redeem such units of mutual fund to and from the investors.

- the fair value of quoted bonds are derived based on the indicative quotes of price and yields prevailing in the market or latest available prices.

(v) Valuation processes:

The fair value of unlisted equity instruments and unlisted preference shares are determined using discounted cash flow analysis by independent valuer.

a) The carrying amount of trade receivables, cash and cash equivalents, bank balances other than cash and cash equivalents, loans, other financial assets, borrowings, trade payables and other financial liabilities are considered to be the same as their value, due to their short-term nature.

b) The fair values and carrying value of loans, term deposits with maturity period more than 12 months, security deposits, borrowings and other financial liabilities (other than those covered in above note (a)) are materially the same.

4. Financial risk management

The Company''s activities expose it to market risk, liquidity risk and credit risk. In order to minimize any adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency risk exposures and interest rate swaps to hedge variable interest rate exposures. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.

This note explains the sources of risk which the Company is exposed to and how the Company manages the risk and the impact of hedge accounting in the financial statements.

The Company''s risk management is carried out by treasury department under policies approved by the board of directors. Treasury department identifies, evaluates and hedges financial risks. The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity. There is no change in objectives, policies and process for managing the risk and methods used to measure the risk as compared to previous year.

(I) Credit risk

Credit risk is the risk that counterparty will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with bank and financial institution, foreign exchange transactions and other financial instruments. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition.

a) Trade receivables

Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. Top three customer contributes 61.02% (March, 31 2017: 51.4%) of total revenue. Trade receivables are regularly monitored and shipment to major customer are generally covered by letter of credit.

b) Other financial assets

The Company maintains exposure in cash and cash equivalents, term deposits with banks, derivative financial instruments, investments in government securities and bonds and investments in mutual funds. The Company has diversified portfolio of investment with various number of counterparties which have good credit ratings, good reputation and hence the risk is reduced. Individual risk limits are set for each counterparty based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Company.

(II) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities (comprising the undrawn borrowing facilities below), by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

a) Financing arrangements

The Company had access to the following undrawn borrowing facilities for working capital at the end of the reporting period:

b) Maturities of financial liabilities

The tables below analyse the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities for:

All non-derivative financial liabilities, and

Derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not material.

(III) Market risk - foreign currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward foreign exchange contracts.

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments, highly probable forecast transactions and foreign currency required at the settlement date of certain receivables/payables. The use of foreign currency forward contracts is governed by the Company''s strategy approved by the board of directors, which provide principles on the use of such forward contracts consistent with the Company''s risk management policy and procedures.

*Cross currency forward contract of EURO - USD is not considered as hedges aggregating to Rs. 3,825.88 (March 31, 2017 Rs. 682.04)

c) Foreign currency sensitivity

The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments and impact on other components of equity arises from foreign forward exchange contracts, designated as cash flow hedges.

* Holding all other variables constant (IV) Market risk - interest rate risk

(IV) Market risk - interest rate risk

The Company had borrowed funds at both fixed and floating interest rates. The Company''s interest rate risk arises from long-term borrowings with variable rates, which exposes the Company to cash flow interest rate risk. Company policy is to maintain most of its borrowings at fixed rate using interest rate swaps to achieve this when necessary. During March 31, 2018 and March 31, 2017, the Company''s borrowings at variable rate were denominated in USD.

The Company''s fixed rate borrowings are carried at Amortized cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

The Company manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Under these swaps, the Company agrees with other parties to exchange the difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional principal amounts.

(VI) Impact of hedging activities

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward contracts.

The Company uses forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments, highly probable forecast transactions and foreign currency required at the settlement date of certain receivables/ payables. The use of forward contracts is governed by the Company''s strategy approved by the board of directors, which provide principles on the use of such forward contracts consistent with the Company''s risk management policy.

The Company''s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Company uses the hypothetical derivative method to assess effectiveness. Ineffectiveness is recognized on a cash flow hedge and net investment hedge where the cumulative change in the designated component value of the hedging instrument exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of foreign currency forecast sale and purchase transactions, hedges of interest rate risk and hedges of net investment this may arise if:

(i) The critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the forecast transaction, interest resets changes from what was originally estimated), or

(ii) Differences arise between the credit risk inherent within the hedged item and the hedging instrument. There were no ineffectiveness recognized in the statement of profit and loss during March 31, 2018 and March 31, 2017.

5. Capital management (I) Risk management

The company''s objectives when managing capital are to safeguard the company''s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Loan covenants

The Company has complied with all the loan covenants applicable, mainly debt service coverage ratio, debt equity ratio and fixed assets coverage ratio attached to the borrowings.

Name Nature of relationship

Mr. Balkrishan Goenka Chairman

Mr. Rajesh Mandawewala Director

_w. , , Managing Director & Chief Executive Officer (w.e.f

Mr. Vipul Mathur „ , ™

December 01, 2017)

.. Managing Director & Chief Executive Officer (w.e.f January

Mr. Lalitkumar Naik „„

01, 2017 till November 30, 2017)

Mr. Braja Mishra Managing Director (till December 31, 2016)

Chief Financial Officer.

Mr. S. Krishnan Executive Director & Chief Executive Officer of Plate & Coil

Mill Division (w.e.f December 01, 2017)

Mr. K.H.Viswanathan Director

Mr. Rajkumar Jain Director

Mr. Ram Gopal Sharma Director

Mr. Mintoo Bhandari Director

Mr. Utsav Baijal Director

Mr. Atul Desai Director

Mrs. Revathy Ashok Director

Mr. Desh Raj Dogra Director (w.e.f. February 10, 2017)

Mr. Mukul Sarkar Director (till January 25, 2017)

Mr. Nirmal Gangwal Director (till August 24, 2016)

Mr. Pradeep Joshi Company Secretary

c) List of Others over which key management personnel or relatives of such personnel exercise significant influence or control and with whom transaction have taken place during the year:

Welspun India Limited

Welspun Steel Limited

RMG Alloy Steel Limited (erstwhile Remi Metal Gujarat Limited)

Welspun Foundation for Health and Knowledge

Welspun Realty Private Limited Welspun Global Brands Limited Welspun Captive Power Generation Limited Welspun Enterprises Limited Welspun Anjar SEZ Limited Welspun Group Master Trust

AYM Syntex Limited (erstwhile Welspun Syntex Limited) Adani Welpsun Exploration Limited

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of above pending resolution of the respective proceedings.

The Company does not expect any re-imbursements in respect of the above contingent liabilities.

6. Specified bank notes

i) The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2018.

ii) Following are the details of holdings as well as dealings in Specified Bank Notes for the previous year ended March 31, 2017.

iii) The Company has committed to provide continued need based financial support to its subsidiaries and joint ventures.

7. Operating lease

The Company has operating leases for premises and equipments. These lease arrangements range for a period within one year to five years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.

8. Segment information

In accordance with the paragraph 4 of Ind AS 108 “Operating segments", the Company has presented segmental information only in the consolidated financial statements (refer note 48 of the Consolidated financial statements).

9. Exchange differences on long term foreign currency monetary items outstanding

“In accordance with para D13AA of Ind AS 101 First time adoption of Indian Accounting Standards and the option available in the Companies (Accounting Standards) (Second Amendment) Rules, 2011, vide notification dated December 29, 2011 issued by the Ministry of Corporate Affairs, the Company has adjusted the exchange rate difference arising on long term foreign currency monetary items, in so far as they relate to the acquisition of a depreciable capital asset, to the cost of the asset. In other cases, foreign exchange differences are accumulated in “Foreign Currency Monetary Item Translation Difference Account" and Amortized over the balance period of such long term assets/ liabilities.

Accordingly, the Company has adjusted exchange loss of Rs. 3.25 (March 31, 2017: gain of Rs. 14.05) to the cost of property, plant and equipment as the long term monetary items relate to depreciable capital asset.

Exchange loss of Rs. 9.28 (March 31, 2017: gain of Rs. 5.21) has been transferred to “Foreign Currency Monetary Item Translation Difference Account (FCMITDA)" to be Amortized over the balance period of such long term liabilities. Out of the FCMITDA, loss of Rs. 69.65 (March 31, 2017: loss of Rs. 178.30) has been adjusted in the current year and balance loss of Rs. 35.54 (March 31, 2017: loss of Rs 95.91) has been carried over and included in reserves and surplus."

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Mar 31, 2017

Note 1: Critical estimates and judgments

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgment in applying the Company’s accounting policies. This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgments is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

Critical estimates and judgments i) Estimation of current tax expense and deferred tax

The calculation of the Company’s tax charge necessarily involves a degree of estimation and judgment in respect of certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or, as appropriate, through a formal legal process. The final resolution of some of these items may give rise to material profits/ losses and/or cash flows. Significant judgments are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions (refer note 35).

Recognition of deferred tax assets/ liabilities

The recognition of deferred tax assets is based upon whether it is probable that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. To determine the future taxable profits, reference is made to the approved budgets of the Company. Where the temporary differences are related to losses, local tax law is considered to determine the availability of the losses to offset against the future taxable profits as well as whether there is convincing evidence that sufficient taxable profit will be available against which the unused tax losses or unused tax credits can be utilized by the Company. Significant items on which the Company has exercised accounting judgment include recognition of deferred tax assets in respect of losses. The amounts recognized in the financial statements in respect of each matter are derived from the Company’s best estimation and judgment as described above (refer note 35).

ii) Estimation of Provisions and Contingent Liabilities

The Company exercises judgment in measuring and recognizing provisions and the exposures to contingent liabilities which is related to pending litigation or other outstanding claims. Judgment is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and to quantify the possible range of the financial settlement. Because of the inherent uncertainty in this evaluation process, actual liability may be different from the originally estimated as provision (refer note 19).

iii) Estimation of useful life of Property, Plant and Equipment

Property, Plant and Equipment represent a significant proportion of the asset base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Company’s assets are determined by management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology. For the relative size of the Company’s property, plant and equipment (refer notes 3).

iv) Estimation of Provision for Inventory

The Company writes down inventories to net realizable value based on an estimate of the reliability of inventories. Write downs on inventories are recorded where events or changes in circumstances indicate that the balances may not realized. The identification of write-downs requires the use of estimates of net selling prices of the down-graded inventories. Where the expectation is different from the original estimate, such difference will impact the carrying value of inventories and write downs of inventories in the periods in which such estimate has been changed (refer note 11).

v) Estimation of Defined Benefit Obligation

The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for post employments plans include the discount rate. Any changes in these assumptions will impact the carrying amount of such obligations.

The Company determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the defined benefit obligations. In determining the appropriate discount rate, the Company considers the interest rates of government bonds of maturity approximating the terms of the related plan liability (refer note 19).

vi) Estimated fair value of Financial Instruments

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Management uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions (refer note 39).

Estimation of fair value

The Company has obtained independent valuation of its freehold land located at Anjar based on current prices in an active market for properties of similar nature. The fair values of investment property have been determined by an independent valuer. The main inputs used are the rental growth rates and a study of the micro market in discussion with industry experts. Resulting fair value estimate for investment property are included in level 3.

ii) Terms and rights attached to equity shares Equity shares

The Company has only one class of equity shares having a par value of Rs, 5 per share. Each holder of equity shares is entitled to one vote per share however the holders of Global Depository Receipts (GDR’s) do not have voting rights in respect of shares represented by the GDR’s till the shares are held by the custodian. The dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.

I n the event of liquidation of the company the holders of the equity shares will be entitled to receive remaining assets of the Company after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Preference shares

Preference shares does not carry any voting rights in the Company, except as provided in the Companies Act, 2013. Preference share will have priority over equity shares in the payment of dividend and repayment of capital.

Nature and purpose of other equity

(i) Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act, 2013.

(ii) Debenture redemption reserve

The Company is required to create a debenture redemption reserve out of the profits which is available for payment of dividend for the purpose of redemption of debentures.

(iii) General reserve

General Reserve is a free reserve and is available for distribution as dividend, issue of bonus shares, buyback of the Company’s securities. It was created by transfer of amounts out of distributable profits.

(iv) Foreign currency monetary item translation difference account (refer note 50)

Foreign exchange differences on long term foreign currency monetary items which relates to other than depreciable assets, are accumulated in “Foreign Currency Monetary Item Translation Difference Account” and amortized over the balance period of such long term assets / liabilities.

(v) Share options outstanding account

The share options outstanding account is used to recognize the grant date fair value of options issued to employees under Welspun Employee Stock Option Plan (refer note 53).

(vi) Cash flow hedging reserve

The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The Cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognized and accumulated under the heading of cash flows reserve will be reclassified to statement of profit and loss only when the hedged transaction affects the profit or loss or included as a basis adjustment to the non-financial hedged item.

i) The debentures together with interest are secured by first charge ranking pari passu by way of mortgage/ hypothecation of entire immovable and movable property, plant and equipment of the Company both present and future and second/ floating charge on current assets subject to prior charge in favour of banks for working capital facilities.

* the above is excluding effective interest rate resulting in decrease in borrowing by Rs, 45.14 (March 31, 2016: Rs, 67.28, April 01, 2015: Rs, 78.33) and accrued interest of Rs, 184.90 (March 31, 2016: Rs, 231.21, April 01, 2015: Rs, 263.04)

ii) External commercial borrowings (ECB) of USD 42.60 million (March 31, 2016: USD 60.60 million, April 01, 2015: USD 67.30 million) is secured by first charge ranking pari passu by way of mortgage/ hypothecation of entire immovable and movable property, plant and equipment of the Company both present and future. The ECB carries interest of LIBOR plus 3.60% to 4.50%.

* the above is excluding impact of effective interest rate resulting in decrease in borrowing by Rs, 22.57 (March 31, 2016: Rs, 43.33, April 01, 2015: Rs, 66.21) and accrued interest of Rs, 7724 (March 31, 2016: Rs, 92.58, April 01, 2015: Rs, 91.09).

iii) Term loan of Rs, Nil (March 31, 2016: Rs, Nil, April 01, 2015: Rs, 1,857.60) from bank was secured by first charge ranking pari passu by way of mortgage/ hypothecation of entire movable and immovable property, plant and equipment of the Company and second charge over the entire current assets of the Company both present and future. The loan carried interest of LIBOR plus 5.00%. The loan has been repaid during the year ended March 31, 2016. The amount is inclusive of impact of effective interest rate resulting in decrease in borrowing by Rs, Nil (March 31, 2016: Nil, April 01, 2015: Rs, 9.91) and accrued interest of Rs, Nil (March 31, 2016: Rs, Nil, April 01, 2015: Rs, 8.14).

iv) Loan from Hewlett Packard India Financial Services Private Limited amounting to Rs, Nil (March 31, 2016: Rs, 10.29, April 01, 2015: Rs, 18.66). The loan carries interest rate of 12.03%. The outstanding loan is repayable within 12 months from the balance sheet date. The loan has been repaid during the year ended March 31, 2017.

(i) Nature of security for current borrowings

Secured by first charge on hypothecation of raw materials, finished goods, work-in-progress , goods-in-transit, stores and spares and trade receivables of the Company and second charge on entire immovable and movable property, plant and equipment of the Company both present and future.

(ii) Terms of repayment and interest

Working capital loan from banks and PCFC loan have a tenure of twelve months from the date of sanction and are repayable on demand.

Buyer’s credit is repayable up to a period of 180 days from the drawdown date and carries an interest rate of LIBOR plus maximum 50 basis points per annum.

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to Level 3, as described below.

Level 1: This hierarchy includes financial instruments measured using quoted prices. This includes investment in Standard Chartered Bank PLC Indian Depository Receipt.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. The Company has derivatives which are designated as hedges and which are not designated as hedges, investments in preference shares, bonds and mutual funds for which all significant inputs required to fair value an instrument falls under level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities and unlisted preference shares.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include: investment in Standard Chartered Bank PLC Indian Depository Receipt is valued using the closing price at National Stock Exchange (NSE) at the reporting period.

the fair value of forward contracts is determined using forward exchange rates prevailing with Authorized Dealers dealing in foreign exchange.

the fair value of interest rate swaps and coupon only swap is calculated as the present value of the estimated future cash flows based on observable yield curves.

the use of Net Assets Value (''NAV’) for valuation of mutual fund investment. NAV represents the price at which the issuer will issue further units and will redeem such units of mutual fund to and from the investors.

the fair value of quoted bonds are derived based on the indicative quotes of price and yields prevailing in the market or latest available prices.

the fair value of deep discount bonds are derived based on the yields comparable to Tax Free bonds considering the spreads of such deep discount bonds.

(iii) Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the year ended March 31, 2017 and March 31, 2016:

2. Financial risk management

The Company’s activities expose it to market risk, liquidity risk and credit risk. In order to minimize any adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency risk exposures and interest rate swaps to hedge variable interest rate exposures. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.

This note explains the sources of risk which the Company is exposed to and how the Company manages the risk and the impact of hedge accounting in the financial statements.

The Company’s risk management is carried out by treasury department under policies approved by the board of directors. Treasury department identifies, evaluates and hedges financial risks. The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity. There is no change in objectives, policies and process for managing the risk and methods used to measure the risk as compared to previous year.

(I) Credit risk

Credit risk is the risk that counterparty will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with bank and financial institution, foreign exchange transactions and other financial instruments.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition.

a) Trade receivables

Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain.

Top three customer contributes 51.4% (March, 31 2016: 47%) of total revenue. Trade receivables are regularly monitored and shipment to major customer are generally covered by letter of credit.

b) Other financial assets

The Company maintains exposure in cash and cash equivalents, term deposits with banks, derivative financial instruments, investments in government securities and bonds and investments in mutual funds. The Company has diversified portfolio of investment with various number of counterparties which have good credit ratings, good reputation and hence the risk is reduced. Individual risk limits are set for each counterparty based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Company.

(II) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities (comprising the undrawn borrowing facilities below), by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

a) Financing arrangements

The Company had access to the following undrawn borrowing facilities for working capital at the end of the reporting period:

b) Maturities of financial liabilities

The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for:

All non-derivative financial liabilities, and

Derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not material.

(III) Market risk - foreign currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward foreign exchange contracts.

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments, highly probable forecast transactions and foreign currency required at the settlement date of certain receivables/payables. The use of foreign currency forward contracts is governed by the Company’s strategy approved by the board of directors, which provide principles on the use of such forward contracts consistent with the Company’s risk management policy and procedures.

b) Foreign currency sensitivity

The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments and impact on other components of equity arises from foreign forward exchange contracts, designated as cash flow hedges.

* Holding all other variables constant

(IV) Market risk - interest rate risk

The Company had borrowed funds at both fixed and floating interest rates. The Company’s interest rate risk arises from long-term borrowings with variable rates, which exposes the Company to cash flow interest rate risk. Company policy is to maintain most of its borrowings at fixed rate using interest rate swaps to achieve this when necessary. During March 31, 2017 and March 31, 2016, the Company’s borrowings at variable rate were denominated in USD.

The Company’s fixed rate borrowings are carried at amortized cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

The Company manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Under these swaps, the Company agrees with other parties to exchange the difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional principal amounts.

(V) Market risk - security prices

a) Exposure

The Company is mainly exposed to the price risk due to its investment in mutual funds and bonds. The price risk arises due to uncertainties about the future market values of these investments.

I n order to manage its price risk arising from investments in mutual funds, the Company diversifies its portfolio in accordance with the limits set by the risk management policies.

b) Sensitivity

The table below summarizes the impact of increases/decreases of 1% increase in price of bonds and mutual funds.

(VI) Impact of hedging activities

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward contracts.

The Company uses forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments, highly probable forecast transactions and foreign currency required at the settlement date of certain receivables/payables. The use of forward contracts is governed by the Company’s strategy approved by the board of directors, which provide principles on the use of such forward contracts consistent with the Company’s risk management policy.

The Company’s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Group uses the hypothetical derivative method to assess effectiveness. Ineffectiveness is recognized on a cash flow hedge and net investment hedge where the cumulative change in the designated component value of the hedging instrument exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of foreign currency forecast sale and purchase transactions, hedges of interest rate risk and hedges of net investment this may arise if:

(i) The critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the forecast transaction, interest resets changes from what was originally estimated), or

(ii) Differences arise between the credit risk inherent within the hedged item and the hedging instrument. There were no ineffectiveness recognized in the statement of profit and loss during March 31, 2017 and March 31, 2016.

3. Capital management (I) Risk management

The company’s objectives when managing capital are to safeguard the company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Company monitors capital on the basis of the following gearing ratio:

Loan covenants

The Company has complied with all the loan covenants applicable, mainly debt service coverage ratio, debt equity ratio and fixed assets coverage ratio attached to the borrowings.

b) Key management personnel

Name Nature of relationship

Mr. Balkrishan Goenka Chairman

Mr. Rajesh Mandawewala Director

Mr. Braja Mishra Managing Director (till December 31, 2016)

Mr. Lalitkumar Naik Managing Director & Chief Executive officer (w.e.f. January 01, 2017)

Mr. S. Krishnan Chief Financial Officer

Mr. Pradeep Joshi Company Secretary

Mr. K.H.Viswanathan Director

Mr. Rajkumar Jain Director

Mr. Ram Gopal Sharma Director

Mr. Mintoo Bhandari Director

Mr. Utsav Baijal Director

Mr. Atul Desai Director

Mrs. Revathy Ashok Director

Mr. Mukul Sarkar Director (till January 25, 2017)

Mr. Nirmal Gangwal Director (till August 24, 2016)

Mr. Desh Raj Dogra Director (w.e.f. February 10, 2017)

c) List of Others over which key management personnel or relatives of such personnel exercise significant influence or control and with whom transaction have taken place during the year:

Welspun India Limited Welspun Steel Limited

RMG Alloy Steel Limited (erstwhile Remi Metal Gujarat Limited)

Welspun Foundation for Health and Knowledge

Welspun Realty Private Limited

Welspun Global Brands Limited

Welspun Captive Power Generation Limited

Welspun Enterprises Limited

Welspun Anjar SEZ Limited

Welspun Group Master Trust

AYM Syntex Limited (erstwhile Welspun Syntex Limited)

Welspun Energy Private Limited

Adani Welpsun Exploration Limited

Welspun Developers and Infrastructure Private Limited

Leighton Welspun Contractors

Welspun Fintrade Private Limited

Vipuna Tradings Limited_

(f) Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates.

All outstanding balances are unsecured and are payable in cash.

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of above pending resolution of the respective proceedings.

The Company does not expect any re-imbursements in respect of the above contingent liabilities.

ii) Supreme Court of India has dismissed an appeal filed by the Commissioner of Customs, Kandla against the CESTAT Order dated May 22, 2014 which had set aside the Order of the Commissioner of Customs, Kandla for custom duty of Rs, 8,609.82 on account of alleged wrong classification of imported raw materials along with penalty of Rs, 8,609.82 on the Company and a penalty of Rs, 205 on the directors and officers of the Company. On the same matter, a separate proceeding was initiated by Additional Director General of Foreign Trade, Mumbai, wherein the Honorable Bombay High Court has already granted interim stay in Company’s favour. The matter is awaiting final disposal.

4. Specified bank notes

The Ministry of Corporate Affairs has published notification in Official Gazette vide no. G.S.R. 308(E) dated March 30, 2017 where in the Company has to disclose its holdings as well as dealings in Specified Bank Notes (SBNs) during the period from November 08, 2016 to December 30, 2016.

''Specified Bank Notes’ shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the November 08, 2016. The said notification, defines the term as “bank notes of denominations of the existing series of the value of five hundred rupees and one thousand rupees.

iii) The Company has committed to provide continued need based financial support to its subsidiaries and joint ventures.

5. Operating lease

The Company has operating leases for premises and equipments. These lease arrangements range for a period within one year to five years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.

6. Segment information

In accordance with the paragraph 4 of Ind AS 108 “Operating segments”, the Company has presented segmental information only in the consolidated financial statements (refer note 48 of the Consolidated financial statements).

7. First-time adoption of Ind AS Transition to Ind AS

These are the Company’s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended March 31, 2017, the comparative information presented in these financial statements for the year ended March 31, 2016 and in the preparation of an opening Ind AS balance sheet at April 01, 2015. In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes.

1. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

A.1 Ind AS optional exemptions A.1.1 Business combinations

Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date.

The Company elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated.

A.1.2 Deemed cost

Ind AS 101 permits a first -time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustment for decommissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 - Intangible Assets and investment property covered by Ind AS 40 - Investment Properties.

Accordingly, the Company has elected to measure all of its property, plant and equipment, intangible assets and investment property at their previous GAAP carrying value.

A.1.3 Exchange differences arising from translation of long-term foreign currency monetary item

Ind AS 101 permits a first-time adopter to elect to continue the policy adopted for accounting for exchange differences arising from translation of long-term foreign currency monetary items recognized in the financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period as per the previous GAAP.

The Company has elected to apply this exemption.

A.1.4 Share-based payment

The Company has availed the exemption provided by Ind AS 101 regarding share based payment transactions and accordingly has not applied Ind AS 102 - Share based payment to equity instruments that vested before date of transition to Ind AS.

A.1.5 Investments in subsidiaries, joint ventures and associate.

The Company has elected to measure its investments in subsidiaries, joint ventures and associate at its previous GAAP carrying values which shall be the deemed cost as at the date of transition.

A.2 Ind AS mandatory exceptions A.2.1 Hedge accounting

Hedge accounting can only be applied prospectively from the transition date to transactions that satisfy the hedge accounting criteria in Ind AS 109, at that date. Hedging relationships cannot be designated retrospectively, and the supporting documentation cannot be created retrospectively. As a result, only hedging relationships that satisfied the hedge accounting criteria as of April 01, 2015 are reflected as hedges in the Company’s results under Ind AS.

The Company had designated various hedging relationships as cash flow hedges under the previous GAAP. On date of transition to Ind AS, the entity had assessed that all the designated hedging relationship qualifies for hedge accounting as per Ind AS 109. Consequently, the Company continues to apply hedge accounting on and after the date of transition to Ind AS.

A.2.2 Estimates

An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Upon an assessment of the estimates made under Previous GAAP, the Company has concluded that there was no necessity to revise such estimates under Ind AS, except where estimates were required by Ind AS and not required by previous GAAP.

A.2.3 Classification and measurement of financial assets

An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

A.2.4 Impairment of financial assets

Ind AS 101 requires an entity to use reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the date that financial instruments were initially recognized and compare that to the credit risk at the date of transition to Ind As.

C. Notes for the first time adoption

(i) Investment property

Under Ind AS, investment property is required to be presented separately on the face of the balance sheet. Accordingly, the land given on lease amounting to Rs, 1.23 (March 31, 2016: Rs, 1.23, April 01, 2015: Rs, 1.23) has been reclassified from property, plant and equipment to investment property. There is no impact on the total equity or profit or loss as a result of this adjustment.

(ii) Fair valuation of investments

Under the previous GAAP, investments were classified as long-term investments or current investments based on the intended holding period and reliability. Long-term investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value at initial and subsequent recognition at fair value (other than equity investment in subsidiaries which are carried at cost and preference shares which are subsequently measured at amortized cost). The resulting fair value changes of these investments (other than equity instruments designated as at fair value through other comprehensive income) have been recognized in retained earnings as at the date of transition and subsequently in the profit or loss for the year ended March 31, 2016. This increased the retained earnings by Rs, 317.38 as at March 31, 2016 (April 01, 2015 increased by Rs, 548.09).

(iii) Equity component of investment in preference share

Under the previous GAAP, investment in preference shares of subsidiaries is recorded at the transaction price. Under Ind AS, investment in preference shares is treated as financial asset. Such asset is recorded at fair value at initial recognition and are subsequently measured at fair value. The difference between fair value and transaction price on initial recognition is recognized as additional investment in subsidiary. Equity Investment in subsidiary is tested for impairment. As a result of this adjustment, investment in equity of subsidiaries has increased by Rs, 293.75 in April 01, 2015 with a corresponding decrease in investment in preference shares. The subsequent gain/ (loss) on fair valuation has been considered in note (ii) above.

(iv) Security deposits

Under the previous GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognized at fair value. Accordingly, the Group has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposit has been recognized as prepaid rent. Consequent to this change, the amount of security deposits decreased by Rs, 7.80 as at March 31, 2016 (April 01, 2015: Rs, 22.35). The prepaid rent increased by Rs, 7.66 as at March 31, 2016 (April 01, 2015: Rs, 21.77). Total equity decreased by Rs, 0.14 as at March 31, 2016 (April 01, 2015: Rs, 0.58). The profit for the year ended March 31, 2016 increased by Rs, 0.44 due to amortization of the prepaid rent of Rs, 22.48 which is partially off-set by the notional interest income of Rs, 22.92 recognized on security deposits.

(v) Borrowings

Ind AS 109 requires transaction costs incurred towards origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognized in the profit or loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method. Under previous GAAP, these transaction costs were charged to profit or loss as and when incurred. Accordingly, borrowings as at March 31, 2016 have been decreased by Rs, 110.61 (April 01, 2015: Rs, 154.45) with corresponding adjustment to retained earnings. The profit for the year ended March 31, 2016 reduced by Rs, 43.84 as a result of the additional interest expense.

(vi) Liability towards claim

Under the previous GAAP, the liabilities towards claim were measured at amount payable. Under the Ind AS, these financial liabilities are measured at fair value on initial recognition. The retained earnings as at March 31, 2016 increased by Rs, 98.87 (April 01, 2015: Rs, 134.92). The profit for the year ended March 31, 2016 reduced by Rs, 36.05.

(vii) Government grants:

The Company receives VAT incentives from the government of Gujarat under Gujarat Industrial Development policy based on the amount of capital expenditure made on eligible investments. The impact of change in method of recognizing grants has resulted in decrease in the retained earnings by Rs, 3,970.16 as at March 31, 2016 (April 01, 2015 Rs, 3,849.69).

(viii) Proposed dividend

Under the previous GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognized as a liability. Under Ind AS, such dividends are recognized when the same is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend (including dividend distribution tax) of Rs, 159.61 as at March 31, 2016 (April 01, 2015: Rs, 157.90) included under provisions has been reversed with corresponding adjustment to retained earnings. Consequently, the total equity increased by an equivalent amount.

(ix) Excise duty

Under the previous GAAP, revenue from sale of products was presented exclusive of excise duty. Under Ind AS, revenue from sale of goods is presented inclusive of excise duty. The excise duty paid is presented as part of expenses. This change has resulted in an increase in total revenue and total expenses for the year ended March 31, 2016 by Rs, 1,445.56. There is no impact on the total equity and profit.

(x) Variable consideration

Under previous GAAP, Claims, discounts & rebates and liquidated damages paid to customers were recorded as part of expenses in the statement of profit and loss. However, under Ind-AS, these expenses are netted off against revenue. This change has resulted in decrease in total revenue and total expenses for the year ended March 31, 2016 by Rs, 8.74. There is no impact on the total equity and profit.

(xi) Remeasurements of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognized in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year. As a result of this change, the profit for the year ended March 31, 2016 increased by Rs, 1.66. There is no impact on the total equity as at March 31, 2016.

(xii) Employee stock option expense

Under the previous GAAP, the cost of equity-settled employee share-based plan was recognized using the intrinsic value method. Under Ind AS, the cost of equity settled share-based plan is recognized based on the fair value of the options as at the grant date. Consequently, the amount recognized in share option outstanding account decreased by Rs, Nil as at March 31, 2016 (April 01, 2015: Rs, 0.70) and the amount recognized in share premium decreased by Rs, 2.61 as at March 31, 2016 (April 01, 2015: Rs, Nil). The profit for the year ended March 31, 2016 increased by Rs, 1.91. There is no impact on total equity.

(xiii) Financial instruments - derivatives

Under the previous GAAP, forward contracts were accounted for as prescribed under AS 11 " The Effects of Changes in Foreign Exchange Rates", under which forward premium was amortized over the period of forward contract and forward contracts were restated at the closing spot exchange rate. Under Ind AS 109, all derivative financial instrument are to be marked to market and any resultant gain or loss is to be charged to the statement of profit and loss. Accordingly, the marked to market has been recognized and forward premium unamortized balance has been derecognized. As a result of this adjustment, the total equity as at March 31, 2016 decreased by 13.64 (April 01, 2015 increased by Rs, 1.80). The profit for the year ended March 31, 2016 is lower by Rs, 15.44. Further, due to derivatives designated as hedge, the total equity as at March 31, 2016 lower by Rs, 27.07 (April 01, 2015 increased by Rs, 147.94)

(xiv) Retained earnings

Retained earnings as at April 01, 2015 has been adjusted consequent to the above Ind AS transition adjustments.

(xv) Other comprehensive income

Under Ind AS, all items of income and expense recognized in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognized in profit or loss but are shown in the statement of profit and loss as Rs,other comprehensive income’ includes remeasurements of defined benefit plans and cash flow hedging reserve. The concept of other comprehensive income did not exist under previous GAAP.

(xvi) Deferred tax

Deferred taxes impact of the above adjustments, wherever applicable have been recognized on transition to Ind AS.

50. Exchange differences on long term foreign currency monetary items outstanding

In accordance with para D13AA of Ind AS 101 First time adoption of Indian Accounting Standards and the option available in the Companies (Accounting Standards) (Second Amendment) Rules, 2011, vide notification dated December 29, 2011 issued by the Ministry of Corporate Affairs, the Company has adjusted the exchange rate difference arising on long term foreign currency monetary items, in so far as they relate to the acquisition of a depreciable capital asset, to the cost of the asset. In other cases, foreign exchange differences are accumulated in “Foreign Currency Monetary Item Translation Difference Account” and amortized over the balance period of such long term assets/ liabilities.

Accordingly, the Company has adjusted exchange gain of Rs, 14.05 (March 31, 2016: loss of Rs, 37.55) to the cost of property, plant and equipment as the long term monetary items relate to depreciable capital asset.

Exchange gain of Rs, 5.21 (March 31, 2016: loss of Rs, 190.00) has been transferred to "Foreign Currency Monetary Item Translation Difference Account (FCMITDA)" to be amortized over the balance period of such long term liabilities. Out of the FCMITDA, loss of Rs, 178.30 (March 31, 2016: loss of Rs, 328.90) has been adjusted in the current year and balance of Rs, 95.91 (March 31, 2016: Rs, 279.42, April 01, 2015: Rs, 418.32) has been carried over and included in reserves and surplus.

The Company has excluded the shares issued under the employee stock options scheme from the calculations of diluted earnings per share because their inclusion would have been anti-dilutive.

9. Employee Stock Options Scheme

In respect of options granted under the Welspun Employee Stock Options Scheme, in accordance with the guidelines issued by Securities and Exchange Board of India, the value of options (based on intrinsic value of the share on the date of the grant of the option) is accounted as deferred employee compensation, which is amortized on a straight line basis over the vesting period. Employee benefits expense includes Rs, Nil debited during the year (March 31, 2016: Rs, 97.44)

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Mar 31, 2016

1 Micro, Small and Medium Enterprises

Disclosure of amount due to suppliers under "The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act)” as at 31 March is as under:

2 Foreign exchange differences

a) The Companies (Accounting Standards) Amendment Rules 2011 has amended the provision of Accounting Standard-11 related to "The effects of changes in Foreign Exchange Rates” vide notification dated 11 May 2011 (as amended on 29 December 2011 and further clarification dated 9 August 2012) issued by the Ministry of Corporate Affairs. Accordingly, the Company has adjusted exchange loss amounting to Rs. 37.55 million (Previous year: Rs. 83.26 million) to the cost of fixed assets and exchange loss of Rs. 190.00 million (Previous year: Rs. 264.35 million) has been transferred to "Foreign Currency Monetary Item Translation Difference Account (FCMITDA)” to be amortized over the balance period of such long term liabilities. Out of the FCMITDA, loss of Rs. 328.90 million (Previous year: Rs. 355.35 million) has been adjusted in the current year and balance of Rs. 279.42 million (Previous year: Rs. 418.32 million) has been carried over and included in reserves and surplus.

b) The Company has adopted Accounting Standard-30 as referred to in Note 1 (X) of the Significant Accounting Policies and accordingly gain of Rs. 78.21 million (Previous year: loss of Rs. 435.24 million) related to foreign exchange difference on Cash Flow Hedges for certain firm commitments and forecasted transactions has been recognized in Shareholders'' Funds and shown under Hedging Reserve Account.

3 Derivative Instruments outstanding:

The Company is exposed to foreign currency fluctuations on foreign currency assets/ liabilities, receivables/payables denominated in foreign currency. In line with the company''s risk management policies and procedures, the Company enters into foreign currency forward contracts, swaps and other derivative contracts to manage its exposure.

a) The following are outstanding foreign currency forward contracts, swaps and other derivative contracts against the future forecasted receivables/ payables and liabilities.

Net Mark to Market (Fair Value) gain recognized in Hedging Reserve as on 31st March 2016 on forward contracts of Rs. 93.37 million and loss on interest rate swap of Rs. 15.16 million is expected to be recycled to the Statement of Profit and Loss by March 2017 and March 2020 respectively.

b) As at the Balance Sheet date, following foreign currency exposure is not hedged by a derivative instrument or otherwise:

(i) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of above pending resolution of the respective proceedings.

(ii) The Company does not expect any reimbursements in respect of the above contingent liabilities.

b) Supreme Court of India has dismissed an appeal filed by the Commissioner of Customs, Kandla against the CESTAT Order dated May 22, 2014 which had set aside the Order of the Commissioner of Customs, Kandla for custom duty of Rs. 8,609.82 million on account of alleged wrong classification of imported raw materials along with penalty of Rs. 8,609.82 million on the Company and a penalty of Rs.205 million on the directors and officers of the Company. On the same matter, a separate proceeding was initiated by Additional Director General of Foreign Trade, Mumbai, wherein the Hon''ble Bombay High Court has already granted interim stay in Company''s favour. The matter is awaiting final disposal.

4 The company has classified the various benefits provided to employees as under:

I Defined Contributions Plans

II Defined benefit plan Contribution to Gratuity Fund (Funded Defined Benefit Plan)

The company operates a gratuity plan managed jointly by Kotak Life Insurance Limited and India First Life Insurance Company Limited. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972. The same is payable at the time of separation from the company or retirement, whichever is earlier.

III Other Employee Benefit

The liability for leave entitlement and compensated absences as at year end is Rs. 57.49 million (March 31, 2015: Rs. 53.34 million)

5 Segment reporting

i) The Company is exclusively engaged in the business of steel products which, in the context of Accounting Standard 17 Segment Reporting, is considered to constitute a single primary segment. Thus, the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year are all as reflected in the financial statements for the year ended March 31, 2016 and as on that date.

6 Operating lease As a lessee:

The Company has significant operating leases for premises and equipments. These lease arrangements range for a period between 11 months and 10 years, which includes both cancellable and non-cancellable leases. Most of the leases are renewable for further period on mutually agreeable terms and also includes escalation clauses. The Company has entered into a sublease and such sublease is cancellable and for a period of 1 year with an option of renewal on mutually agreeable terms.

7 Employee Stock Options Scheme

a) In respect of options granted under the We spun Employee Stock Options Scheme, in accordance with the guidelines issued by Securities and Exchange Board of India, the value of options (based on intrinsic value of the share on the date of the grant of the option) is accounted as deferred employee compensation, which is amortized on a straight line basis over the vesting period. Employee benefits expense includes Rs. 99.34 million debited during the year (March 31, 2015 Rs. 36.47 million).

b) The compensation costs of stock options granted to employees are accounted by the Company using the intrinsic value method as permitted by the SEBI Guidelines and the Guidance Note on Accounting for Employee Share Based Payments issued by the Institute of Chartered Accountants of India in respect of stock options granted.

The Company''s earnings per share would have been as under, had the compensation cost of employee stock options been recognized based on the fair value at the date of grant in accordance with Black Schools'' model.

8 Corporate Social Responsibility expenditure

Gross amount required to be spent by the Company during the year is Nil (March 31, 2015: Rs. 0.77 million which has been contributed to We spun Foundation for Health and Knowledge).

9 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with current years classifications / disclosures.

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Mar 31, 2015

A) Rights preferences and restrictions attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs.5 per share. Each holder of equity shares is entitled to one vote per share however the holders of global depository receipts (GDR's) do not have voting rights in respect of shares represented by the GDR's till the shares are held by the custodian. The dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.

In the event of liquidation of the company the holders of the equity shares will be entitled to receive remaining assets of the company after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

B) Details of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash

The Company has issued 227,781 Equity shares of Rs. 5 each to Managing Director as Sweat equity in compliance with applicable laws including the Securities and Exchange Board of India (Issue of Sweat equity) regulations 2002. Employee benefits expense includes Rs.28.96 million (Previous year: Nil) on issue of Sweat equity during the year.

C) Refer note 44 for details of share issued under Employee Stock Options Scheme

D) The debentures together with interest are secured by first charge ranking pari passu by way of mortgage/ hypothecation of entire immovable and movable tangible assets of the Company both present and future and second/floating charge on current assets subject to prior charge in favour of banks for working capital facilities.

E) External commercial borrowings (ECB) of USD 67.3 million (March 31 2014: USD 70 million) is secured by first charge ranking pari passu by way of mortgage/ hypothecation of entire immovable and movable tangible assets of the Company both present and future. The ECB carries interest of LIBOR plus 3.60% to 4.50%.

F) Term loan from a bank

Term loan of USD 29.75 million equivalent to Rs.1,859.38 million (March 31 2014: Rs. 1,782.47 million) from bank Is se- cured by first charge ranking pari passu by way of mortgage/ hypothecation of entire movable and immovable tangible assets of the Company and second charge over the entire current assets of the Company both present and future. The loan carries interest of LIBOR plus 5.00%. The loan is repayable in 14 quarterly instalments after a moratorium of 30 months from the date of first disbursement i.e. November 2012.

G) Foreign currency convertible bonds (FCCB)

i) The outstanding FCCB of USD 75 million was redeemed on 17 October 2014 at 102.80% of the principal amount so as to give a gross yield of 5% per annum (calculated on semi annual basis) to the Bond holders.

ii) Premium on redemption of FCCB aggregating to Rs.31.57 million (Previous year: Rs.28.35 million) has been adjusted against securities premium as per Section 52 (2) (d) of the Companies Act 2013.

iii) Part of net proceeds received from the issue of FCCB has been utilized as per objects of the issue viz for funding of Plate and Coil Mill Pipe Mill Capex projects (Anjar and Mandya) and Investment in overseas subsidiary. Pending utilization the balance issue proceeds of USD Nil (Previous year: USD 0.40 million equivalent to INR 23.97 million) have been invested in short-term deposits.

H) Other loans

Loan from Hewlett Packard India Financial Services Private Limited amounting to Rs.18.66 million (Previous year: Rs. 26.09 million). The loan carries interest rate of 12.03%. The loan is repayable in 59 monthly instalments beginning from Oc- tober 2012.

2.Foreign exchange differences

a) The Companies (Accounting Standards) Amendment Rules 2011 has amended the provision of Accounting Standard-11 related to "The effects of changes in Foreign Exchange Rates" vide notification dated 11 May 2011 (as amended on 29 December 2011 and further clarification dated 9 August 2012) issued by the Ministry of Corporate Affairs. Accordingly, the Company has adjusted exchange loss amounting to Rs.83.26 million (Previous year: Rs.344.23 million) to the cost of fixed assets and exchange difference loss of Rs.773.67 million (Previous year: Rs.946.89 million) has been transferred to "Foreign Currency Monetary Item Translation Difference Account" to be amortized over the balance period of such long term liabilities. Out of the above, loss of Rs.355.35 million (Previous year: Rs.437.57 million) has been adjusted in the current year and loss of Rs.418.32 million (Previous year: Rs.509.32 million) has been carried over and included in reserves and surplus.

b) The Company has adopted Accounting Standard-30 as referred to in Note 1 (X) (b) of the Significant Accounting Policies and accordingly loss of Rs. 435.24 million (Previous year: gain of Rs.51.50 million) related to foreign exchange difference on Cash Flow Hedges for certain firm commitments and forecasted transactions has been recognized in Shareholders' Funds and shown under Hedging Reserve Account.

3. Derivative Instruments outstanding:

The Company is exposed to foreign currency fluctuations on foreign currency assets/ liabilities, receivables/payables denominated in foreign currency. In line with the company's risk management policies and procedures, the Company enters into foreign currency forward contracts, swaps and other derivative contracts to manage its exposure.

a) The following are outstanding foreign currency forward contracts, swaps and other derivative contracts against the future forecasted receivables/ payables and liabilities.

(iii) In addition to the above, the Company has following outstanding foreign currency forward contracts to hedge foreign currency exposure against payable as at balance sheet date.

Net Mark to Market (Fair Value) loss recognised in Hedging Reserve as on 31st March 2015 on forward contracts for Rs.425.63 million and on interest rate swap for Rs.9.61 million is expected to be recycled to the statement of Profit and Loss by March 2016 and March 2020 respectively.

4. Contingent liabilities not provided for

(Rs in million)

2015 2014

Claims against the Company not acknowledged as debts 102.20 570.62

Disputed direct taxes 1,614.61 2,000.26

Disputed indirect taxes 407.11 84.78

(i) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of above pending resolution of the respective proceedings.

(ii) The Company does not expect any reimbursements in respect of the above contingent liabilities.

b) Supreme Court of India has dismissed an appeal filed by the Commissioner of Customs, Kandla against the CESTAT Order dated May 22, 2014 which had set aside the Order of the Commissioner of Customs, Kandla for custom duty of Rs.8,609.82 million on account of alleged wrong classification of imported raw materials along with penalty of Rs.8,609.82 million on the Company and a penalty of Rs. 205 million on the directors and officers of the Company. On the same matter, a separate proceeding was initiated by Additional Director General of Foreign Trade, Mumbai, wherein the Hon'ble Bombay High Court has already granted interim stay in Company's favour. The matter is awaiting final disposal.

The company operates a gratuity plan managed jointly by Kotak Life Insurance Limited and India First Life Insurance Company Limited. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972. The same is payable at the time of separation from the company or retirement, whichever is earlier.

5.Segment reporting

i) The Company is exclusively engaged in the business of steel products which, in the context of Accounting Standard 17 Segment Reporting, is considered to constitute a single primary segment. Thus, the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year are all as reflected in the financial statements for the year ended March 31,2015 and as on that date.

Notes:

a) Segment revenue in the geographical segments considered for disclosure is as follows:

- Revenue within India includes sales to customers located within India.

- Revenue outside India includes sales to customers located outside India.

b) Segment assets include the respective amounts identified to each of the segments and amounts allocated on a reasonable basis.

c) Capital expenditure also includes expenditure incurred on capital work-in-progress and capital advances.

6. Operating lease

As a lessee:

The Company has significant operating leases for premises and equipments. These lease arrangements range for a period between 11 months and 10 years, which includes both cancellable and non-cancellable leases. Most of the leases are renewable for further period on mutually agreeable terms and also includes escalation clauses. The Company has entered into a sublease and such sublease is cancellable and for a period of 1 year with an option of renewal on mutually agreeable terms.

Name of the subsidiaries

Direct subsidiaries

Welspun Pipes Inc Welspun Tradings Limited Welspun Mauritius Holdings Limited Welspun Pipes Limited Indirect Subsidiaries

Held through Welspun Mauritius Holdings Limited

Welspun Middle East Pipes Company LLC Welspun Middle East Pipes Coating Company LLC Held through Welspun Tradings Limited Welspun Middle East DMCC Held through Welspun Pipes Inc.

Welspun Tubular LLC Welspun Global Trade LLC

b) Name of Associate companies

Red Lebondal Limited *

* Application filed with registrar of companies (Cyprus) for name strike off

c) Enterprises over which Key Management Personnel or relatives [refer (d) below] of such personnel exercise significant influence or control and with whom transaction have taken place during the year

Name of other related parties

Welspun India Limited Welspun Steel Limited

RMG Alloy Steel Limited (Formerly Remi Metal Gujarat Limited)

Welspun Foundation for Health and Knowledge Welspun Syntex Limited

Vipuna Trading Limited (merged with Mertz Securities Limited wef February 1,2015)

Welspun Logistics Limited

Welspun Realty Private Limited

Welspun Global Brands Limited

Welspun Projects Limited

Welspun Captive Power Generation Limited

Welspun Energy Limited

Welspun Enterprises Limited

Mertz Securities Limited

d) Directors / Key Management Personnel

B. K. Goenka Chairman

R. R. Mandawewala Director

Braja Mishra Managing Director

7.Employee Stock Options Scheme

a) In respect of options granted under the Welspun Employee Stock Options Scheme, in accordance with the guidelines issued by Securities and Exchange Board of India, the value of options (based on intrinsic value of the share on the date of the grant of the option) is accounted as deferred employee compensation, which is amortized on a straight line basis over the vesting period. Employee benefits expense includes Rs.36.47 million debited during the year (March 31,2014: credit of Rs.0.73 million).

b) The compensation costs of stock options granted to employees are accounted by the Company using the intrinsic value method as permitted by the SEBI Guidelines and the Guidance Note on Accounting for Employee Share Based Payments issued by the Institute of Chartered Accountants of India in respect of stock options granted.

The Company's earnings per share would have been as under, had the compensation cost of employee stock options been recognised based on the fair value at the date of grant in accordance with Black Scholes' model.

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Mar 31, 2014

A) Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 5 per share. Each holder of equity shares is entitled to one vote per share, however the holders of global depository receipts (GDR''s) do not have voting rights in respect of shares represented by the GDR''s till the shares are held by the custodian. The dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of the equity shares will be entitled to receive remaining assets of the company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

B) Foreign currency convertible bonds (FCCB)

i) During the financial year 2009 -2010, the Company had raised US$ 150 million (Equivalent INR 6,942 million) by way of issue of 1500 4.5% FCCB of US$ 100,000 each. The Bond holders have an option to convert outstanding bonds (USD 75 million) into 12,005,000 equity shares of Rs. 5 each fully paid up at an initial conversion price of Rs. 300 per share with a fixed rate of exchange on conversion of Rs. 48.02 = US$ 1 at any time on or after 26 November 2009 until 10 days prior to Maturity date (i.e. 17 October 2014). Unless previously converted, redeemed or repurchased and cancelled, the Bonds will be redeemed on 17 October 2014 at 102.8028% of the principal amount so as to give a gross yield of 5% per annum (calculated on semi annual basis) to the Bond holders.

The Company has an option to redeem the Bonds at their Early Redemption amount upon occurrence of events specified in the Offering Circular for issue of the Bonds ("Offering Circular"). Further, the Company has an option to mandatorily convert the Bonds after three years as specified in the Offering Circular.

ii) Premium payable on redemption of FCCB aggregating to Rs. 28.35 million (Previous year credit of Rs. 11.70 million) has been adjusted against securities premium as per Section 78 of the Companies Act, 1956. In the event, Bond holders exercise the conversion option, the amount of premium utilized from securities premium will be suitably adjusted in respective years.

iii) During the year, the company has repurchased 65, 4.5% FCCB of US$ 100,000 each aggregating to US$ 6.50 million at a discount and gain of Rs. 12.46 million arising on repurchase of FCCB is shown under "Other income".

iv) Part of the net proceeds received from the issue of FCCB has been utilized as per objects of the issue viz for funding of Plate and Coil Mill, Pipe Mill Capex Projects (Anjar and Mandya) and Investment in overseas subsidiary. Pending utilization, the balance issue proceeds of USD 0.40 million equivalent INR 23.97 million (Previous year USD 0.55 million equivalent INR 30.09 million) have been invested in short-term deposits.

1. Foreign exchange differences

a) Loss on account of difference in foreign exchange on realignment/realization and on cancellation of derivative instruments of Rs. 3596.73 million (Previous year Rs. 1,088.64 million) is shown in other expenses other than (b) below.

b) The Companies (Accounting Standards) Amendment Rules 2011 has amended the provision of AS-11 related to "The effects of changes in Foreign Exchange Rates" vide notification dated 11 May 2011 (as amended on 29 December 2011 and further clarification dated 9 August 2012) issued by the Ministry of Corporate Affairs. Accordingly, the Company has adjusted exchange difference loss amounting to Rs. 344.23 million (Previous year Rs. 361.90 million) to the cost of fixed assets and capital work-in- progress and exchange difference loss of Rs. 946.89 million (Previous year Rs. 648.88 million) is transferred to "Foreign Currency Monetary Item Translation Difference Account" to be amortized over the balance period of such long term liabilities. Out of the above, loss of Rs. 437.57 million (Previous year Rs. 373.50 million) has been adjusted in the current year and loss of Rs. 509.32 million (Previous year Rs. 275.37 million) has been carried over and disclosed in shareholders funds.

c) The Company has adopted AS-30 as referred to in Note 1 (i) of the Significant Accounting Policies and accordingly gain of Rs. 51.50 million (Previous year Loss of Rs. 44.84 million) related to foreign exchange difference on Cash Flow Hedges for certain firm commitments and forecasted transactions is recognized in Shareholders'' Funds and shown as Hedging Reserve Account.

2. a) Contingent liabilities not provided for

(Rs. in million)

2014 2013

Performance guarantees/Bid bond given by banks to company''s customers /government authorities etc. 9,306.49 15,630.87

Corporate guarantees given by the company (includes Rs. 15,277.48 million 17,148.95 18,203.96 (Previous year Rs. 11,998.22 million)) for Loans/Liabilities taken by the subsidiaries.

Loans / Liabilities outstanding against these guarantees are Rs. 2,913.06 million (Previous year Rs. 1,772.89 million)

Letters of credit outstanding (net of liability provided) for company''s sourcing 9,257.32 4,087.02

Claims against the Company not acknowledged as debts 570.62 450.54

Custom duty on pending export obligation against import of Raw Materials 380.81 1,387.25

Disputed direct taxes* 2,000.26 2,009.47

Disputed indirect taxes 84.78 100.73

*Income tax demands mainly include appeals filed by the Company before appellate authorities against disallowances i.e. depreciation/claims/deductions. The management is of the opinion that its tax disputes will be decided in its favour and no material tax liability is likely to be sustained, hence no provision is considered necessary.

b) The Company has challenged before CESTAT, the order of Commissioner of Customs (Kandla) for duty evasion of Rs. 8,609.82 million (Previous year Rs. 8,609.82 million) on account of alleged wrong classification of imported raw materials along with penalty of Rs. 8,609.82 million (Previous year Rs. 8,609.82 million) and penalty of Rs. 205 million (Previous year Rs. 205 million) on directors and officers of the Company. On the same matter and under a different proceeding, the additional DGFT, during the year imposed a penalty of Rs. 8,609.82 million (Previous year Rs. Nil) which has been unconditionally stayed by the Bombay High Court on petition filed by the Company. Based on DGFT''s clarification that, irrespective of whether it is alloy or non-alloy steel, if the grade of import and export is same, the licence can be redeemed. The Joint DGFT, Vadodara has confirmed that the grade of import and export is same, hence the whole amount of duty and penalty referred above may not be sustained and is not considered as contingent liability. However in any case, out of the above, Rs. 6,706.60 million (Previous year Rs. 6,706.60 million) is cenvatable duty which is revenue neutral and may not result into recoverable demand and accordingly relevant amount of penalty may not sustain.

3. Capital and Other Commitments

a) Estimated amount of contracts remaining to be executed on capital account (net of advances) is Rs. 120.42 million (Previous year Rs. 280.26 million)

b) Other long-term commitments- Rs. 2,000 million (Previous year Rs. 5,250 million)

c) The company has committed to provide continued need based financial support to subsidiaries.

4. Disclosures pursuant to adoption of Accounting Standard 15 (Revised 2005) Employee Benefits

The Employees gratuity fund scheme managed jointly by Kotak Life Insurance Limited and India First Life Insurance Company Limited is a defined benefit plan. The present value of obligation is based on actuarial valuation using the projected unit credit method. The obligation for leave encashment is recognized in the same manner as gratuity.

A. Disclosure in respect of transactions which are more than 10% of the total Transactions of the same type with related parties during the year:

i Sale of goods and services - Welspun Tradings Limited Rs. 19,710.20 million (Rs. 26,642.57 million), Welspun Tubular LLC Rs. 5,288.14 million (Rs. 9,958.35 million)

ii Interest and other income includes - Interest received from Welspun Natural Resources Private Limited Rs. Nil (Rs. 111.77 million), interest and guarantee commission received from Welspun Pipes Inc Rs. 25.13 million (Rs. 27.43 million), guarantee commission received from Welspun Middle East Pipe Company LLC Rs. 58.56 million (Rs. Nil).

iii Dividend received - Welspun Pipes Inc Rs. Nil (Rs. 220.38 million)

iv Redemption of preference shares of - Welspun Mauritius Holdings Limited Rs. 860.28 million (Rs. Nil) and Welspun Pipes Inc Rs. Nil (Rs. 879.92 million)

v Purchase of goods and services - Welspun Tubular LLC Rs. 7.50 million (Rs. 124.05 million), Welspun Logistics Limited Rs. 38.76 million (Rs. 54.74 million), Welspun Captive Power Generation Limited Rs. 302.37 million (Rs. 238.04 million)

vi Purchase of fixed assets-Welspun Projects Limited Rs. 180.77 million (Rs. 290.34 million)

vii Sale of fixed assets-Welspun India Limited Rs. Nil (Rs. 4.37 million)

viii Rent and license fees paid - Welspun Realty Private Limited Rs. 58.06 million (Rs. 58.99 million)

ix Donation paid - Welspun Foundation for Health and Knowledge Rs. Nil (Rs. 80.75 million) (meant for Corporate Social Responsibility activities)

x Reimbursement of expenses (paid) / recovered (net) includes recovered from Welspun Pipes Inc Rs. 36.52 million (Rs. Nil), Welspun Tubular LLC Rs. 34.31 million (Rs. 37.01 million), Welspun Tradings Limited Rs. 28.08 million (paid Rs. 1,186.56 million), Welspun Middle East Pipe Coating Company LLC Rs. 32.37 million (Rs. 0.15 million), Welspun Captive Power Generation Limited Rs. 15.28 million (Rs. 10.71 million) and paid to Welspun India Limited Rs. 25.70 million (Rs. 51.37 million),

xi Loans, advances and deposits given - Welspun Natural Resources Private Limited Rs. Nil (Rs. 1,333.36 million), Welspun Pipes Inc Rs. Nil (Rs. 271.43 million), Welspun Tradings Limited Rs. Nil (Rs. 2,721.72 million)

xii Loans, advances and deposits given repaid / adjusted - Welspun Natural Resources Private Limited Rs. Nil (Rs. 932.06 million), Welspun Tradings Limited Rs. Nil (Rs. 1,762.05 million), Welspun Maxsteel Limited Rs. Nil (Rs. 1,085.48 million).

xiii Deposits taken-Welspun Tradings Limited Rs. 2 million (Rs. Nil).

xiv Investment in shares of - Welspun Mauritius Holdings Limited Rs. 62.31 million (Rs. 3,296.62 million), Welspun Energy Limited Rs. Nil (Rs. 648.11 million), Welspun Captive Power Generation Limited Rs. 21.55 million (Rs. 151.45 million) and investment in optionally convertible debentures issued by Welspun Infratech Limited Rs. Nil (Rs. 1,398.90 million).

xv Share application money given - Welspun Pipes Limited Rs. 39.51 million (Rs. Nil), Welspun Infratech Limited Rs. Nil (Rs. 706.56 million), Welspun Mauritius Holdings Limited Rs. 8.46 million (Rs. 1837.07 million).

xvi Share application money given includes repaid / adjusted by - Welspun Energy Limited Rs. Nil (Rs. 699.76 million), Welspun Infratech Limited Rs. Nil (Rs. 1,421.66 million), Welspun Mauritius Holding Limited Rs. Nil (Rs. 3,296.62 million), Welspun Captive power Generation Limited Rs. 21.55 million (Rs. 181.45 million).

Disclosure of closing balances as at 31 March 2014

i Loans, advances and deposits given - Welspun Logistics Limited Rs. 52.40 million (Rs. 52.40 million), Welspun Realty Private Limited Rs. 284.48 million (Rs. 284.48 million), Welspun Natural Resources Private Limited Rs. Nil (Rs. 1,583.57 million), Welspun Pipes Inc Rs. 299.58 million (Rs. 271.43 million), recoverable from Managing Director Rs. 83.01 million (Rs. Nil) {Refer note 45(b)}.

ii Corporate guarantees given - Welspun Pipes Inc Rs. 1,797.45 million (Rs. 1,628.55 million), Welspun Urja Private Limited Rs. Nil (Rs. 1,709.30 million), Welspun Middle East Pipes Company LLC Rs. 4,172.91 million (Rs. 5,357.31 million), Welspun Energy Limited Rs. 1,270 million (Rs. 1,270 million), Adani Welspun Exploration Limited Rs. Nil (Rs. 2,624.98 million), Welspun Tradings Limited Rs. 8,927.55 million (Rs. 4,668.51 million).

iii Investments held - Welspun Infratech Limited Rs. Nil (Rs. 1,920.85 million), Welspun Maxsteel Limited Rs. Nil (Rs. 8,079.57 million), Welspun Mauritius Holdings Limited Rs. 3,363.63 million (Rs. 3,981.36 million), Welspun Infratech Limited - optionally convertible debentures Rs. Nil (Rs. 4,228.90 million).

iv Share application money given - Welspun Pipes Limited Rs. 596.15 million (Rs. 556.64 million).

v Trade receivables - Welspun Tubular LLC Rs. 1,497.82 million (Rs. 214.06 million), Welspun Tradings Limited Rs. Nil (Rs. 5,031.14 million).

vi Interest receivable from Welspun Natural Resources Private Limited - Rs. Nil (Rs. 100.59 million), Welspun Pipes Inc Rs. 20.30 million (Rs. 1.76 million).

vii Advance and deposits taken from Welspun Tradings Limited Rs. 735.90 million (Rs. Nil).

viii Trade payables - Welspun India Limited Rs. Nil (Rs. 19.35 million), Welspun Captive power Generation Limited Rs. 22.27 million (Rs. 26.93 million), Welspun Projects Limited Rs. 9.01 million (Rs. Nil).

ix Other receivables - Welspun Pipes Inc Rs. 6.35 million (Rs. 220.38 million), Welspun Mauritius Holdings Limited Rs. 511 million (Rs. Nil), Welspun Middle East Pipes Company LLC Rs. 134.23 million (Rs. 140.85 million).

5. The Company''s management is of the opinion that its international and domestic transactions are at arm''s length as per the independent accountants report for the year ended 31 March 2013. Management continues to believe that its international transactions post March 2014 and the specified domestic transactions covered by the new regulations are at arm''s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision of taxation.

6. The company has been getting export/domestic orders and executing those orders through one of its subsidiaries. The realisation, income/benefits/claims, or expenses relating to such transactions i.e. risks and reward of these transactions are all on company''s account, hence the said subsidiary is allowed to retain a small percentage as profit of turnover.

7. Scheme of Arrangement

a) A Scheme of Arrangement between Welspun Corp Limited ("WCL" or the "Demerged Company") and Welspun Enterprises Limited ("WEL" or a wholly owned subsidiary of WCL or the Resulting Company) and their respective shareholders and creditors (the "Scheme"), providing for inter alia transfer of Other Business undertakings {viz. the infrastructure business (including energy, water, road), the direct reduced iron ore (DRI), EPC contracting, oil and gas business} of WCL to WEL, was approved by the Hon''ble High Court of Gujarat at Ahmedabad on 10 January 2014. The Scheme became effective on 24 January 2014 on filing with the Registrar of Companies and consequently all the assets and liabilities of the Other Business undertakings of WCL have been transferred by WCL with respective book values w.e.f. appointed date 1 April 2012. The Scheme has been given effect to in these financial statements. However certain assets are under transfer in transferee''s name, hence held in the Company''s name till then.

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Mar 31, 2013

1. Micro, Small and Medium Enterprises

Disclosure of amount due to suppliers under "The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act)"as at 31Marchisasunder:

2. Foreign exchange differences

a) Loss on account of difference in foreign exchange on realignment/realization and on cancellation of derivative instruments of Rs. 1,088.64 million (Rs. 831.82 million) and Rs. Nil (Rs. 268.07 million) is accounted in other expenses and finance costs respectively other than (b) below.

b) The Companies (Accounting Standards) Amendment Rules 2011 has amended the provision ofAS-11 related to "The effects of changes in Foreign Exchange Rates" vide notification dated 11 May 2011 (as amended on 29 December 2011 and further clarification dated 9 August 2012) issued by the Ministry of Corporate Affairs. Accordingly, the Company has adjusted exchange difference loss amounting to Rs. 361.90 million (Rs. 695.83 million) to the cost of fixed assets and capital work in progress and exchange difference loss of Rs. 648.88 million (Rs. 612.53 million) is transferred to "Foreign Currency Monetary Item Translation Difference Account" to be amortized over the balance period of such long term liabilities. Out of the above, loss of Rs. 373.50 million(Rs.289.56million)has been adjusted in the current year and loss ofRs. 275.37million (Rs.322.97 million)has been carried over and disclosed in shareholders'' funds.

c) The Company has adopted AS-30 as referred to in Note 1 (i) of the Significant Accounting Policies and accordingly loss of Rs.44.84million (Rs.178.18 million) related to foreign exchange difference on Cash Flow Hedges for certain firm commitments and Fore casted transaction sis recognized in Shareholders ''Fund sand Shown as Hedging Reserve Account.

3. Contingent liabilities not provided for

(Rs. in millions)

2013 2012

Performance guarantees/Bid bond given by banks to company''s customers / government authorities etc. 15,630.87 18,948.50

Corporate guarantees given by the company (includes Rs. 11,998.22 million (Rs. 6,427.23 million)) 18,203.96 12,249.50

for Loans/Liabilities taken by the subsidiaries. Loans /Liabilities outstanding against these

guarantees are Rs. 1772.89 million (Rs. 3,172.34 million)

Letters of credit outstanding (net of liability provided) for company''s sourcing 4,087.02 7,960.46

Claims against the Company not acknowledged as debts 450.54 423.66

Custom duty on pending export obligation against import of Raw Materials 1,387.25 961.18

Disputed direct taxes* 2,009.47 -

Disputed indirect taxes** 100.73 74.29

*Income tax demands mainly include appeals filed by the Company before appellate authorities against disallowances i.e. depreciation/claims/deductions. The management is of the opinion that its tax disputes will be decided in its favor and no material tax liability is likely to be sustained, hence no provision is considered necessary.

**Demand notice received during the year for duty evasion of Rs.8,609.82 million on account of alleged wrong classification of imported raw materials along with penalty of Rs. 8,609.82 million and penalty of Rs. 205 million on directors and officers of the company. In the opinion of management, without prejudice to overall merits, inanycaseRs.6,706.60millionis convictable duty which is revenue neutral and may not resultant recoverable demand and accordingly relevant amount of penalty may not sustain. The matter is under dispute with appellate authority and thus whole amount of duty and penalty referred above is not considered as contingent liability.

4. CapitaLand Other Commitments

a) Estimated amount of contracts remaining to be executed on capital account (net of advances) is Rs. 280.26 million (Rs. 579.94 million)

b) Other long-term commitments-Rs.5,250million(Rs.3,250million)

c) The company has committed to provide continued need based financial support to subsidiaries/associates.

5. Exceptional Item

Adani Welspun Exploration Limited - "AWEL" (joint venture between Welspun Natural Resources Private Limited -"WNRPL" and Adani Enterprises Limited - "AEL") had two blocks in Thailand L39/489 and Thailand L22/50. After initial seismic studies and carrying out detailed diligence of the drilling prospectively in the adjacent Blocks, AWEL concluded that it was not prudent to pursue drilling and decided to relinquish these blocks and abandoned the drilling campaign and pay the cost towards unfinished work program. Accordingly, AWEL, has charged off Rs.1,537.6 million being the expenditure on abortive exploration activities on the these Blocks. Accordingly, the company has charged off its share (representing 35%) of Rs.538.20 million advanced for Thailand project in these financial.

6. Disclosures pursuant to adoption of Accounting Standard15(Revised 2005)Employee Benefits

The Employees gratuity fund scheme managed jointly by Kotak Life Insurance Limited and India First Life Insurance Company Limited is a defined benefit plan. The present value of obligation is based on actuarial valuation using the projected unit credit method. The obligation for leave encashment is recognized in the same manners gratuity.

7. Segment reporting

i) The Company is engaged in the business of steel products which in the opinion of the management is considered as the only reportable business segment in the context of Accounting Standard – 17 on "Segment Reporting.

ii) Information about Secondary-Geographical Segment

8. Operating lease

The Company leases office, residential facilities, equipment etc. under operating lease agreements that are renewable on a periodic basis at the option of both the less or and the lessee. The tenure of lease is generally for eleven months to one twenty months.

9. Conversion and Issue of Optionally Convertible Debentures (OCD) by Welspun Infratech Limited

During the year, Welspun In fratech Limited (awholly owned subsidiary of the company)has furtherallotted13,989 (15,000) OCDs of Rs. 100,000 each amounting to Rs. 1,398.90 million (Rs. 1,500 million). The tenure of OCDs is five years and carries interest @ 11% p.a. from April 2015 onwards and are redeemable at apremiumof5%. The company has the option to convert the said OCDs into equity shares at any time within three years as per the terms of the issue.

10. The company had collected VATofRs.368.75million on sales in earlier years which was not paid to VAT authorities and shown as liabilities, claiming it within VAT incentive limit and VAT authorities disputed the sanctioned claim. During the year, claim of the company is accepted in assessment order of earlier years by VAT authorities; hence the VAT collected is accounted as income and reported under other operating revenues.

11. The company has been getting export/domestic orders and executing those orders through one of its subsidiaries. The realization, income/benefits/claims, or expenses relating to such transactions i.e. risks and reward of these transactions are all on company''s account, hence the said subsidiary is allowed to retain a small percentage as profit of turnover.

12. Miscellaneous expenses include donation of Rs. 0.05 million paid during the year to a political party named "Bharatiya Janata Party".

13. The international transactions with Associated Enterprises (AE''s) are at arm''s length price as per the independent accountants report for the year ended31March 2012. Further, the Finance Bill, 2012 had sought to bring in certain class of domestic transactions in the ambit of the transfer pricing regulations with effect from 1 April 2012. The Management is of the opinion that its international transactions with AE''s and the specified domestic transactions for the year are at arm''s length price and will not have any impact on the amount of tax expense and provision of taxation in these financials.

14. Previous year''s figure have been regrouped / reclassified wherever necessary to correspond with current years classifications / disclosures.

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Mar 31, 2012

A) Terms / right attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 5 per share. Each holder of equity shares is entitled to one vote per share, however the holders of global depository receipts (GDR's) do not have voting rights in respect of shares represented by the GDR's till the shares are held by the custodian [ Refer note 2(e) ]. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of the equity shares will be entitled to receive remaining assets of the company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Employee Stock Options Scheme

In respect of options granted under the Welspun Employee Stock Options Scheme, in accordance with the guidelines issued by Securities and Exchange Board of India, the value of options (based on intrinsic value of the share on the date of the grant of the option) is accounted as deferred employee compensation, which is amortized on a straight line basis over the vesting period. Employee benefits expense include credit of Rs.1.51 million (Rs. 0.56 million) being amortization of deferred employee compensation.

During the year, 78,250 equity shares and 7,875 equity shares of Rs. 5 each fully paid up were issued at a price of Rs. 80.00 and Rs. 66.75 each respectively. Discount allowed aggregating to Rs. 2.27 million (Rs. 9.24 million) in respect of shares allotted pursuant to the Employee Stock Options Scheme is credited to Securities Premium Account as per guidelines of Securities and Exchange Board of India.

c) Global Depository Receipts

During the year, the Company has raised US$ 115.00 million (Equivalent INR 5,180.85 million) byway of issue of 23,026,000 equity shares of Rs 5 each fully paid up at a premium of Rs. 220 each (equivalent 23,026 Non Voting Global Depository Receipts each of US$ 4,994.45 each representing 1000 Equity Shares of par value of Rs.5 each). The entire proceeds have been invested in short term securities as at 31 March 2012.

d) Compulsorily Convertible Debentures (CCD)

During the year, the Company has raised US$ 178.01 million (Equivalent INR 7,883.75 million) by way of issue of unsecured compulsorily convertible debentures. The CCD holders have an option to convert the CCD into 35,038,889 equity shares of Rs. 5 each fully paid up at a conversion price of Rs. 225 per share at anytime during a period of 18 months from the date of issue of the CCD i.e. on or before 17 February 2013. If not already fully converted before 17 February 2013, at the expiry of a period of 18 months from the date of issue of the CCD, the unconverted part of the CCD shall be deemed to be automatically converted into Equity Shares. The CCD carry a coupon of 5% (Five) annually until issue of Equity Shares upon conversion of the CCD.

a) The debentures together with interest are secured by first charge ranking pari passu by way of mortgage/ hypothecation of entire immovable and movable fixed assets of the Company, both present and future and second/floating charge on current assets, subject to prior charge in favour of banks for working capital facilities.

b) External Commercial Borrowings (ECB) is secured by first charge ranking pari passu by way of mortgage/ hypothecation of entire immovable and movable tangible fixed assets of the Company both present and future. Further, the ECB is also secured by exclusive charge by way of hypothecation of Debt Service Reserve Account. The Loan amount comprises of USD 140 million (USD 140 million) and JPY 1015.20 million (JPY 1015.20 million). The loan carries Interest of LIBOR plus 1.25%.

c) Foreign Currency Convertible Bonds (FCCB)

i) During the financial year 2009-2010, the Company had raised US$ 150 million (Equivalent INR 6,942 million) byway ofissueofl500 4.5% Foreign Currency Convertible Bonds(FCCB)ofUS$100,000each.The Bondholders have an option to convert these bonds into 24,010,000 equity shares of Rs. 5 each fully paid up at an initial conversion price of Rs. 300 per share with a fixed rate of exchange on conversion of Rs. 48.02 = US$ 1 at anytime on or after 26 November 2009 until 10 days prior to Maturity date (i.e. 17 October 2014).Unless previously converted, redeemed or repurchased and cancelled, the Bonds will be redeemed on 17 October 2014 at 102.8028% of the principal amount so as to give a gross yield of 5% per annum (calculated on semi annual basis) to the Bond holders.

The Company has an option to redeem the Bonds at their Early Redemption Amount upon occurrence of events specified in the Offering Circular for issue of the Bonds ("Offering Circular"). Further, the Company has an option to mandatorily convert the Bonds after three years as specified in the Offering Circular.

ii) Premium payable on redemption of FCCB aggregating to Rs. 45.75 Million (Rs. 33.80 million) has been adjusted against Securities Premium as per Section 78 of the Companies Act, 1956. In the event, Bond holders exercise the conversion option, the amount of premium utilized from securities premium will be suitably adjusted in respective years.

iii) Part of the net proceeds received from the issue of FCCB has been utilized as per object of the issue viz for funding of Plate and Coil Mill, Pipe Mill Capex Projects (Anjar and Mandya) and Investment in overseas Subsidiary. Pending utilization, the balance issue proceeds of USD 17.04 million equivalent INR 866.91 million (USD 77.41 million - equivalent INR 3,452.28 million) have been invested in short term deposits/current account with a Bank abroad and Rs. 1.46 million (Rs. 2.8 million) lying in current account with a bank in India.

1. Gross block of Plant and Machinery includes Rs 63.49 million (Rs.63.49 million) in respect of expenditure incurred on capital asset, ownership of which does not vest in the Company.

2. Depreciation/Amortisation for the year includes Rs. 4.30 million (Rs. 1.38 million) transferred to pre-operative expenses.

3. For details of exchange difference capitalised as per amended AS-11, refer note 31 (b)

4. Pre-operative expenses of Rs. 249.44 million (Rs. 42.58 million) in respect of projects have been capitalized during the year.

5. Borrowing cost allocated to fixed assets / Capital work in progress is Rs. 241.41 million (Rs. Nil)

6. Capital Work in progress includes Pre-operative expenses of Rs. 52.60 million (Rs. 18.55 million)

7. During the year, the company has revised useful life of computers and mobile phone (Office equipments) to 4 years and 3 years respectively due to which depreciation is higher by Rs. 15.49 million charged to statement of profit and loss.

Note 1 Foreign Exchange Differences

a) Loss on account of difference in foreign exchange on realignment/realization and on cancellation of derivative instruments of Rs. 831.82 million (Rs. 428.39 million) and Rs.268.07 million (Rs. Nil) is accounted in other expenses and finance costs respectively other than (b) below.

b) The Companies (Accounting Standards) Amendment Rules 2009 has amended the provision of AS-11 related to "The effects of changes in Foreign Exchange Rates" vide notification dated 31 March 2009 (as amended on 11 May 2011 and 29 December 2011) issued by the Ministry of Corporate Affairs. Accordingly, the Company has adjusted exchange difference loss amounting to Rs. 695.83 million (Rs. 8.84 million) to the cost of fixed assets and capital work in progress and exchange difference loss of Rs. 612.53 million (Gain of Rs. 93.76 million) is transferred to "Foreign Currency Monetary Item Translation Difference Account" to be amortized over the balance period of such long term liabilities. Out of the above, loss of Rs. 289.56 million (Gain of Rs. 65.14 million) has been adjusted in the current year and loss of Rs. 322.97 million (Gain of Rs. 65.14 million) has been carried over.

c) The Company has early adopted AS-30 as referred to in Note 1 (i) of the Significant Accounting Policies and accordingly loss of Rs. 178.18 million (Rs. 54.29 million) related to foreign exchange difference on Cash Flow Hedges for certain firm commitments and forecasted transactions is recognized in Shareholders' Funds and shown as Hedging Reserve Account.

Note : *The Net un-hedged short term payables as on 31 March 2012 is Rs. 9,616.02 million (Rs.l,459.02million) resulting in natural hedge against foreign exchange rate fluctuation.

** Other derivative Hedge instruments include Coupon Only Swap for notional Rupee liability of Rs. 5,000.00 million (Rs. 5,000.00 million), Interest Rate Swap for notional foreign currency liability of USD 90 million equivalent to Rs.4,578.75 million (USD 50.00 million equivalent to Rs. 2,229.75 million) and Currency Swap for notional Rupee liability of Rs. 1,000.00 million (Rs. 2,000.00 million).

Note. 2

a) Contingent liabilities not provided for

(Rs in million)

31 March 2012 31st March 2011

Performance Guarantees/Bid Bond given by banks to company's customers / government authorities etc. 18,948.50 20,025.53

Corporate Guarantees given by the company (includes Rs. 6,427.23 million (Rs. 4,793.97 million) for Loans/Liabilities taken by the subsidiaries. Loans / Liabilities outstanding against these guarantees are Rs. 3,172.34 million (Rs. 3,658.57 million) 12,249.50 9,400.57

Letters of Credit outstanding (net of liability provided) for company's sourcing. 7,960.46 8,798.71

Claims against the company not acknowledged as debts 423.66 47.82

Custom duty on pending export obligation against import of Raw Materials 961.18 313.89

Disputed Indirect Taxes 74.29 160.61

b) During the year, the Company has received show cause notices alleging duty evasion of Rs. 8,609.82 million on account of wrong classification of imported raw materials. Out of the above, Rs. 6,706.60 million is cenvatable duty which is revenue neutral and balance Rs. 1,903.22 million is custom duty. However, the company does not expect any monetary liability based on the opinion obtained.

Note 3 Capital and Other Commitments

a) Estimated amount of contracts remaining to be executed on Capital account (Net of advances) is Rs. 579.94 million (Rs. 2,559.62 million)

b) Other long-term commitments - Rs.3,250.00 million (Rs. Nil)

c) The company has committed to provide continued financial support to subsidiaries / associates based on the requirement from time to time.

Note 4 Product Compensation and Claims

During the year, the Company arrived at an out of court settlement of USD 30 million with one of its customer who has initiated counter legal action against the company in the United States of America claiming loss / damages on account of defects in the pipes supplied.

As per the terms of settlement the company will pay USD 10 million within 12 months (in two equal installments) and balance USD 20 million will be adjusted from potential business from the said customer. In case the customer fails to give business to the company, then the settlement amount will be restricted to USD 22.50 million. The Company has accordingly provided the quality claim of USD 22.50 million in these accounts and reported USD 7.5 million as Contingent Liability.

Further, the Company has also entered into an out of Court settlement of USD 10 million with one of its steel supplier against which the company has initiated legal action in the Court at United States of America. As per the terms of settlement, the company has received USD 7 million from the said steel supplier and balance USD 3 million will be received within 24 months (in two equal installments). The Company has accordingly accounted for USD 10 million in these accounts.

Note 5 Disclosures pursuant to adoption of Accounting Standard 15 (Revised 2005) Employee Benefits

The Employees gratuity fund scheme managed jointly by Kotak Life Insurance Limited and India First Life Insurance Company Limited is a defined benefit plan. The present value of obligation is based on actuarial valuation using the Projected unit credit method. The obligation for leave encashment is recognized in the same manner as gratuity.

Defined Benefit Plan

Details of defined benefit plan of Gratuity (Funded) and Leave Encashment (Non-Funded) are as follows

Note 6 Segment Reporting

i) The Company is engaged in the business of steel products which in the opinion of the management is considered as the only reportable business segment in the context of Accounting Standard - 17 on "Segment Reporting".

Notes:

a) The Segment revenue in the geographical segments considered for disclosure is as follows:

- Revenue within India includes sales to customers located within India.

- Revenue outside India includes sales to customers located outside India.

b) Segment assets and liabilities include the respective amounts identified to each of the segments and amounts allocated on a reasonable basis.

Note 7 Operating lease

The Company leases office, residential facilities, equipment etc. under operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. The initial tenure of lease is generally for eleven months.

* Direct and Indirect subsidiaries of Welspun Energy Limited (an associate company): Welspun Energy Madhya Pradesh Limited, Welspun Energy Anuppur Private Limited, Welspun Energy UP Private Limited, Welspun Urja India Limited, Welspun Energy Chattisgarh Limited, Welspun Renewables Energy Limited, Welspun Urja Gujarat Private Limited.,Welspun Energy Meghalaya Private Limited, Welspun Energy Jharkhand Private Limited, Welspun Energy Orissa Private Limited, Welspun Energy Resources Private Limited, Welspun Solar Park Private Limited, Welspun Energy Park Private Limited, Welspun Solar Tech Private Limited, Welspun Energy Maharashtra Private Limited, Welspun Energy Rajasthan Private Limited, Solarsys Renewable Energy Private Limited, Welspun Solar Madhya Pradesh Private Limited, Welspun Solar Rajasthan Private Limited, Welspun Solar Punjab Private Limited, Welspun Solar UP Private Limited, Welspun Solar AP Private Limited, Unity Power Private Limited, Northwest Energy Private Limited, Dreisatz Mysolar24 Private Limited.

Other related parties with whom transactions have taken place during the year and balances outstanding as on the last day of the year.

Welspun India Limited, Welspun Steel Limited, Welspun Retail Limited, Welspun Anjar SEZ Limited, Welspun Foundation for Health and Knowledge, Welspun Syntex Limited, Vipuna Trading Limited, Welspun Logistics Limited, Welspun Realty Private Limited, Welspun Enterprises (Cyprus) Limited, Remi Metals Gujarat Limited, Welspun Captive Power Generation Limited

* Denotes figures less than Rs. 10,000/-

Disclosure in respect of transactions which are more than 10% of the total Transactions of the same type with related parties during the year:

i Sale of Goods/Services and Recoveries - Welspun Tradings Limited Rs. 8,701.43 million (Rs. 12,646.43 million) (Refer note 55), Welspun Tubular LLC Rs. 7,703.42 million (Rs. 8,437.01 million)

ii Sale of Fixed Assets-Welspun Tubular LLC Rs. 27.97 million (Rs. Nil), Remi Metals Gujarat Limited Rs. Nil (Rs. 1.80 million)

iii Purchase of Goods and Services - Welspun Tubular LLC Rs. 561.94 million (Rs. 297.79 million), Welspun Projects Limited Rs. 167.34 million (Rs. 104.21 million), Welspun Steel Limited Rs. 24.73 million (Rs. 74.41 million), Welspun Logistics Limited Rs. 50.20 million (Rs. 49.23 million), Welspun Tradings Limited Rs. 0.76 million (Rs. 2,569.52 million)

iv Purchase of Fixed assets - welspurn pipes Limited Rs - Nil ( Rs- 825.09 million)

v Rent paid - Welspun Realty Private Limited Rs. 65.03 million (Rs. 92.53 million)

vi Donation paid - Welspun Foundation for Health and Knowledge Rs. 22.65 million (Rs. 25.33 million) (meant for Corporate Social Responsibility activities)

vii Interest received - Welspun Natural Resources Private Limited Rs. 73.29 million (Rs. 29.01 million), Welspun Infratech Limited Rs. 196.07 million (Rs. Nil)

viii Loans, Advances and Deposits given - Welspun Natural Resources Private Limited Rs. 424.45 million (Rs. 963.97 million), Welspun Maxsteel Limited Rs. 1085.48 million (Rs. Nil), Welspun Infratech Limited Rs. Nil (Rs. 841.49 million)

ix Loans, Advances and Deposits given repaid / adjusted - Welspun Natural Resources Private Limited Rs. 272.10 million (Rs. Nil), Welspun Maxsteel Limited Rs. 1085.48 million (Rs. Nil), Welspun Infratech Limited Rs. Nil (Rs. 841.49 million)

x Investment in Shares of - Welspun Maxsteel Limited Rs. 8,042.17 million (Rs. Nil), Welspun Infratech Limited Rs. 920 million (Rs. Nil) converted out of Optionally Convertible Debentures, Welspun Mauritius Holdings Limited Rs. 0.10 million (Rs. 684.65 million), Investment in Optionally Convertible Debentures issued by Welspun Infratech Limited Rs. 1,500 million (Rs. 2,250 million)

xi Sale of Investments in Welspun Constructions Private Limited Rs. 0.13 million (Rs. Nil)

xii Share Application Money given - Welspun Energy Limited Rs. 2,594.77 million (Rs. 549.00 million), Welspun Infratech Limited Rs. 1,126.55 million (Rs. 2,641.00 million), Welspun Mauritius Holdings Limited Rs. 1,513.40 million (Rs. 681.06 million), Welspun Natural Resources Private Limited Rs. 45 million (Rs. 985.30 million)

xiii Share Application Money given includes repaid / adjusted by - Welspun Energy Limited Rs. 2,003.40 million (Rs. 202.60 million), Welspun Infratech Limited Rs. 411.35 million (Rs. 3,420.85 million), Welspun Natural Resources Private Limited Rs. 45 million (Rs. 1,056.86 million)

xiv Reimbursement of Expenses (net)-Welspun India Limited Rs. 42.66 million (Rs. 80.77 million), Welspun Tubular LLC Rs. 281.13 million (Rs. Nil), Welspun Infratech Limited Rs Nil (Rs 19.25 million)

Disclosure of Closing balances as at 31 March 2012

i Loans, Advances and Deposits - Welspun Logistics Limited Rs. 52.40 million (Rs. 52.40 million), Welspun Realty Private Limited Rs. 320.48 million (Rs. 356.48 million), Welspun Natural Resources Private Limited Rs. 1,189.61 million (Rs. 963.97 million).

ii Trade Receivables - Welspun Tubular LLC Rs. 1,140.97 million (Rs. Nil), Welspun Tradings Limited Rs. 1,555.82 million (Rs. Nil), Welspun Projects Limited Rs. Nil (Rs. 115.80 million)

iii Trade Payables - Welspun India Limited Rs. 0.63 million (Rs. Nil), Welspun Retail Limited Rs. 2.57 million (Rs. Nil)

iv Trade Advances received - Welspun Tradings Limited Rs. Nil (Rs. 1,068.12 million), Welspun Tubular LLC Rs. Nil (Rs. 1,136.09 million)

v Investments held - Welspun Infratech Limited Rs. 1,920.85 million (Rs. 1,000.85 million), Welspun Maxsteel Limited Rs. 8,042.17 million (Rs. Nil), Welspun Pipes Inc. Rs. 645.94 million (Rs. 645.94 million), Welspun Mauritius Holdings Limited Rs. 684.74 million (Rs. 684.65 million), Welspun Infratech Limited - Optionally Convertible Debentures Rs. 2,830 million (Rs. 2,250 million)

vi Share Application Money given - Welspun Energy Limited Rs. 699.76 million (Rs. 368.40 million), Welspun Infratech Limited Rs. 715.20 million (Rs. Nil), Welspun Pipes Limited Rs. 578.64 million (Rs. 555.54 million), Welspun Mauritius Holdings Limited Rs. 1,513.40 million (Rs. Nil), Welspun Captive Power Generation Limited Rs. 195 million (Rs. 130 million)

vii Guarantees and Collaterals given - Welspun Pipes Inc Rs. 4,070 million (Rs. 3,567.60 million), Welspun Urja Private Limited Rs. 1,709.30 million (Rs. 1,709.30 million), Welspun Mauritius Holdings Limited Rs. Nil (Rs. 1,181.77 million), Welspun Middle East Pipes Company LLC Rs. 2,035 million (Rs. Nil), Welspun Energy Limited Rs. 1,270 million (Rs.750 million), Adani Welspun Exploration Limited Rs. 1,470 million (Rs. 700 million)

Note 8 Acquisitions during the year

a) The Company acquired 113,622,058 (87.35%) Equity shares of Welspun Maxsteel Limited (WMSL) at an aggregate consideration of Rs. 8,042.17 million pursuant to Share Purchase and Investment Agreement dated 29 June 2011 entered with Insight Solutions Limited, Welspun Maxsteel Limited and Welspun Steel Limited. Accordingly, WMSL became a subsidiary of the Company w.e.f. the date of acquisition i.e. 13 August 2011.

b) Welspun Infra Projects Private Limited, a subsidiary of Welspun Infratech Limited has acquired 35% equity shares in Leighton Contractors (India) Private Limited ('LCPL'), (an Indian unit of Leighton Holdings) at a total consideration of Rs. 4,700 million. LCPL was subsequently renamed as Leighton Welspun Contractors Private Limited ("LWIN").

c) Welspun Infratech Limited (subsidiary of company) has subscribed to 7,772,727 equity shares of Rs. 10 each fully paid up in ARSS Bus Terminal Private Limited (ARSS) for Rs. 77.72 million representing 45% of equity shares of ARSS.

Note 9 Conversion and Issue of Optionally Convertible Debentures (OCD) by Welspun Infratech Limited

On 28 April 2011, Welspun Infratech Limited (a wholly owned subsidiary of the company) allotted 23,889,899 equity shares of Rs. 10 each at Rs. 38.51 per share aggregating to Rs. 920 million to the company, consequent to conversion of 9,200 OCDs of Rs. 100,000 each. During the year, the company has additionally subscribed to 15,000 7% OCDs of Rs. 100,000 each, amounting to Rs. 1,500 million. The tenure of OCDs is five years and bearing interest @ 7% p.a. for first three years and @ 11% p.a. for the remaining period if not redeemed earlier. The company has the option to convert the said OCDs into equity shares at any time within three years as per the terms of the issue.

Note 10 Other current liabilities include an amount of Rs. 368.75 Million (Rs. 368.75 million) being VAT collected on Sales, claiming it within VAT incentive limit, not paid. If the claim of the Company is not accepted, the amount may have to be paid and/or contested in appeal.

Note 11 The company has been getting export / domestic orders and executing those orders through one of its subsidiaries. The realisation, income / benefits / claims, or expenses relating to such transactions are on company's account allowing it to retain a reasonable profit margin.

Note 12 Schedule VI to the Companies Act, 1956 is revised effective from 1 April 2011. This has significantly impacted the disclosures and presentation in the financial statements. Previous years figure have been regrouped / reclassified wherever necessary to correspond with current years classifications / disclosures.

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Mar 31, 2011

1. Foreign Currency Convertible Bonds (FCCB)

a) During the last financial year, the Company has raised US$ 150 million (Equivalent INR 6,942 million) by way of issue of 1500 4.5% Foreign Currency Convertible Bonds (FCCB) of US$ 100,000 each. The Bondholders have an option to convert these bonds into 24,010,000 equity shares at an initial conversion price of Rs. 300 per share of Rs. 5 each fully paid up with a fixed rate of exchange on conversion of Rs. 48.02= US$ 1 at any time on or after November 26, 2009 until 10 days prior to Maturity date (i.e October 17, 2014). Unless previously converted, redeemed or repurchased and cancelled, the Bonds will be redeemed on October 17, 2014 at 102.8028% of the principal amount so as to give a gross yield of 5% per annum (calculated on semi annual basis) to the Bond Holders.

The Company has an option to redeem the Bonds at their Early Redemption Amount upon occurrence of events specif ed in the Of ering Circular issued by the Company for issue of the Bonds ("Of ering Circular"). Further, the Company has the option to mandatorily convert the Bonds after three years as specif ed in the Of ering Circular.

b) Premium payable on redemption of FCCB aggregating to Rs. 33.80 Million (Rs. 15.62 million) has been adjusted against Securities Premium Account (SPA) as per Section 78 of the Companies Act, 1956. In the event that the holders of FCCB exercise the conversion option, the amount of premium utilized from SPA will be suitably adjusted in respective years.

c) Part of the net proceeds received from the issue of FCCB has been utilized as per object of the issue viz for funding of Plate and Coil Mill, Pipe Mill Capex Projects (Anjar and Mandya) and Investment in overseas Subsidiary. Pending utilization, the balance issue proceeds of USD 77.41 million equivalent INR 3,452.28 million (USD 122.35 million - equivalent INR 5,493.66 million) have been invested in short term deposits/current account with a Bank abroad and Rs. 2.8 million (Rs. Nil) lying in current account with a bank in India.

2. Employee Stock Options Scheme

In respect of options granted under the Welspun Employee Stock Options Scheme, in accordance with the guidelines issued by Securities and Exchange Board of India, the value of options (based on intrinsic value of the share on the date of the grant of the option) is accounted as deferred employee compensation, which is amortized on a straight line basis over the vesting period. Salaries, wages and allowances include credit of Rs.0.56 million (debit of Rs. 13.06 million) being amortization of deferred employee compensation under Employee Stock Options Scheme.

During the year, 339,750 equity shares and 6,750 equity shares of Rs. 5 each fully paid up were issued at a price of Rs. 80.00 and Rs. 66.75 each respectively. Discount allowed aggregating to Rs. 9.24 million (Rs. 30.40 million) in respect of shares allotted pursuant to Stock Options Scheme is credited to Securities Premium Account as per guidelines of Securities and Exchange Board of India.

3. Secured Loans

b) Term Loan from Banks

Rs. Nil (Rs. 3,181.13 million) are secured by first charge ranking pari passu by way of mortgage / hypothecation of entire immovable and movable fixed assets of the Company both present and future and also secured by second / f oating charge on current assets subject to prior charge in favour of banks for working capital facilities.

c) External Commercial Borrowings (ECB)

Rs 6,789.68 million (Rs. 6,789.99 million) is secured by first charge ranking pari passu by way of mortgage / hypothecation of entire immovable and movable fixed assets of the Company both present and future. Further, the ECB is also secured by exclusive charge by way of hypothecation of Debt Service Reserve Account.

d) Working Capital facilities from Banks

I) Rs 827.06 million (Rs Nil) are secured against pledge of Fixed Deposit Receipts of Rs 870.59 million (Rs Nil).

II) Rs 551.95 million (Rs Nil) are secured by first charge by way of hypothecation of raw materials, f nished goods and goods in process, stores & spares and book debts of the Company and second charge on entire immovable and movable fixed assets of the Company both present and future of the Company.

5. Foreign Exchange Dif erences

a) Loss on account of dif erence in foreign exchange on realignment/realization and on cancellation of derivative instruments amounting to Rs. 351.05 million (Rs. 5.30 million) is adjusted under respective heads of income or expenses in the profit and loss account to which it relates and exchange dif erence loss of Rs. 7.93 million (Rs. Nil) other than (b) below, has been adjusted to the carrying cost of fixed assets/capital work in progress.

b) The Companies (Accounting Standards) Amendment Rules 2009 has amended the provision of AS-11 related to "The ef ects of changes in Foreign Exchange Rates" vide notif cation dated March 31, 2009 (further amended on 11 May 2011) issued by the Ministry of Corporate affairs. Accordingly, the Company has adjusted exchange dif erence loss amounting to Rs. 8.84 million (Gain of Rs. 348.36 million) to the cost of fixed assets and capital work in progress and exchange dif erence gain of Rs. 130.28 million (Gain of Rs. 93.76 million) is transferred to "Foreign Currency Monetary Item Translation Dif erence Account" to be amortized over the balance period of such long term assets / liabilities but not beyond March 31, 2012. Out of the above, gain of Rs. 65.14 million (Gain of Rs. 18.34 million) has been adjusted in the current year and gain of Rs. 65.14 million (Gain of Rs. 75.42 million) has been carried over.

c) The Company has early adopted AS-30 as referred to in Note A (i) of the Signif cant Accounting Policies and accordingly loss of Rs. 54.29 million (Rs. 31.86 million) related to foreign exchange dif erence on Cash Flow Hedges for certain firm commitments and forecasted transactions is recognized in Shareholders' Funds and shown as Hedging Reserve Account.

4. Contingent Liabilities not provided for

(Rs. In million)

Particulars 31 March 2011 31 March 2010

Performance Guarantees/Bid Bond given by banks to company's customers / government authorities etc. 20,025.53 15,697.13

Corporate Guarantees given by the company [includes Rs. 4,793.97 million (Rs. 5,246.70 million) given on behalf of subsidiaries for Loans/Liabilities taken by them. Loans / Liabilities outstanding against these guarantees are Rs. 3,658.57 million (Rs. 5,018.83 million)] 9,400.57 6,385.27

Letters of Credit outstanding (net of liability provided) for company's sourcing 8,798.71 15,840.28

Claims against the Company not acknowledged as debts 47.82 13.46

Custom duty on pending export obligation against import of Raw Materials 313.89 561.36

Disputed indirect tax liabilities 160.61 75.75

5. In the previous year, one of its customer initiated legal action against the company in the United States of America claiming loss / damages of $ 66 million on account of defects in the pipes supplied and withheld payment of USD 19.98 million. The Company provided said withheld amount in the financial year 2008-09 as quality claim and adjusted against sales as per the accounting practiced followed. During the year, the Company has entered into agreement with the said customer, settling the claim at USD 65 million. Out of the balance claim, the Company agreed to make payment of USD 25.02 million over a period of 36 months and balance USD 20 million shall be adjusted proportionately from the potential business from said customer. The Company has provided the quality claim of USD 45.02 million equivalent to Rs. 2,007.55 million in these accounts. The Company has also initiated legal action against the steel supplier which is pending, to which company expects to arrive at settlement soon.

6. Disclosures pursuant to adoption of Accounting Standard 15 (Revised 2005) Employee benefits

The Employees gratuity fund scheme managed jointly by Kotak Life Insurance Limited and India First Life Insurance Company Limited is a def ned benefit plan. The present value of obligation is based on actuarial valuation using the projected unit credit method. The obligation for leave encashment is recognized in the same manner as gratuity.

7. Capital Projects

(i) Pre-operative Expenses of Rs. 42.58 million (Rs. 488.98 million) in respect of projects capitalized during the year have been allocated proportionately to the direct cost of respective building and plant and machinery.

(ii) Borrowing costs capitalized / allocated to fixed assets / Capital work in progress is Rs. Nil (Rs. 47.87 million).

(iii) Estimated amount of contracts remaining to be executed on Capital account and not provided for Rs. 2,559.62 million (Rs. 3,415.52 million), net of advances.

(iv) Capital Work in Progress, includes Capital Advances Rs. 1,085.88 million (Rs. 929.06 million) and Pre-operative expenses Rs. 18.55 million (Rs. 35.35 million).

8. Segment Reporting

i) The Company is engaged in the business of steel products which in the opinion of the management is considered the only business segment in the context of Accounting Standard – 17 on "Segment Reporting".

9. Welspun Infratech Limited (the "Acquirer") a wholly owned subsidiary of the Company has entered into a Share Purchase Agreement with the erstwhile promoters and other shareholders of Welspun Projects Limited (formerly MSK Projects (India) Limited (a Company engaged in infrastructure development and listed on Bombay Stock Exchange, National Stock Exchange and Vadodara Stock Exchange)) (the "Target Company") to transfer 5,279,438 equity shares (23.13%) of the Target Company at a price of Rs. 130.50 per share and also entered into a Share Subscription Agreement to subscribe to 17,178,888 equity shares of the Target Company at an issue price of Rs. 123 per share and consequently has made a public announcement to the existing shareholders of the Target Company to acquire 20% of post preferential issue equity share capital of the Target Company at a price of Rs. 130.50 per share in terms of SEBI Guidelines. Post completion of the of er, the Acquirer holds 24,448,445 equity shares (61.12%) in the issued equity share capital of the Target Company. The change in the control of the Target Company completed on 16 August 2010.

10. Unsecured Optionally Convertible Debentures (OCD)

During the year, the company has subscribed to 7% 22,500 Unsecured Optionally Convertible Debentures (OCDs) of face value Rs. 100,000 each aggregating to Rs. 2,250 million issued by Welspun Infratech Limited (wholly owned subsidiary of the Company). The tenure of OCDs is f ve years bearing interest @ 7% p.a. for first three years and @ 11% p.a. for the remaining period if not redeemed earlier. The Company has the option to convert the said OCDs into equity shares at any time within three years as per the terms of the issue.

11. The Company has been getting majority of the export orders and executing those orders through one of its subsidiaries. The realization, income/ benefits, claims or expenses relating to such transactions are transferred / paid immediately to the Company allowing it to retain a reasonable profit margin.

12. Sundry Creditors include an amount of Rs. 368.75 Million (Rs. 214.59 million) being VAT collected on Sales. The Company has withheld the amount on account of its claim for set of against VAT incentive limit. If claim of the Company is not accepted, the amount will be paid and contested in appeal.

13. During the year, the company has received Export rebate benefits of Rs. 733.80 million on receipt of favourable judgement from Hon'ble Supreme Court which is included in Sales and Services.

14. Bad debts and advances written back (net) in manufacturing and other expenses includes bad debts recovered amounting to Rs. 134 million, which was adjusted in sales in the previous year.

15. Previous year's figures have been regrouped / rearranged / re casted wherever considered necessary to confirm to this year's classifi -cation. Figures in brackets pertain to previous year.

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Mar 31, 2010

1. Foreign Currency Convertible Bonds (FCCB)

a) During the year, the Company has raised US$ 150 million (Equivalent INR 6,942 million) by way of issue of 1,500, 4.5% Foreign Currency Convertible Bonds (FCCB) of US$ 100,000 each. The Bondholders have an option to convert these bonds into 24,010,000 equity shares at an initial conversion price of Rs. 300 per share of Rs. 5 each fully paid up with a fixed rate of exchange on conversion of Rs. 48.02= US$ 1 at any time on or after 26 November 2009 until 10 days prior to Maturity date (i.e 17 October 2014). Unless previously converted, redeemed or repurchased and cancelled, the Bonds will be redeemed on 17 October 2014 at 102.8028% of the principal amount so as to give a gross yield of 5% per annum (calculated on semi annual basis) to the Bond Holders.

The Company has an option to redeem the Bonds at their Early Redemption Amount upon occurrence of events specified in the Offering Circular issued by the Company for issue of the Bonds ("Offering Circular”). Further, the Company has the option to mandatorily convert the Bonds after three years as specified in the Offering Circular.

b) Premium payable on redemption of FCCB aggregating to Rs. 15.62 million has been adjusted against Securities Premium Account (SPA) as per Section 78 of the Companies Act,1956. In the event that the holders of FCCB exercise the conversion option, the amount of premium utilized from SPA will be suitably adjusted in respective years.

(c) Part of the net proceeds received from the issue of FCCB has been utilized as per object of the issue viz for funding of Plate / Coil Mill and Pipe Mill Capex Projects. Pending utilization, the issue proceeds of USD 122.35 million (Equivalent INR 5,493.66 million) have been invested in short term deposits with Banks abroad.

2. Qualified Institutional Placement (QIP)

a) The Company has launched a Qualified Institutional Placement (QIP) on 24 November 2009 and raised equity funds aggregating to Rs. 4,662 million by issuing 16,694,718 equity shares of face value of Rs. 5 each, at a premium of Rs. 274.25 per equity share to certain "Qualified Institutional Buyers” (QIBs) in accordance with the terms of chapter XIII-A of the SEBI (DIP) Guidelines.

b) Share issue expenses related to QIP aggregating to Rs. 58.28 million is adjusted against Securities Premium Account (SPA) as per Section 78 of the Companies Act, 1956.

3. Employee Stock Options Scheme

In respect of options granted under the Welspun Employee Stock Options Scheme, in accordance with the guidelines issued by Securities and Exchange Board of India, the value of options (based on intrinsic value of the share on the date of the grant of the option) is accounted as deferred employee compensation, which is amortized on a straight line basis over the vesting period. Salaries, wages and allowances include Rs 13.06 million (Rs. 21.85 million) deferred employee compensation under Employee Stock Options Scheme.

During the year, 1,136,500 equity shares of Rs. 5 each fully paid up were issued at a price of Rs. 80.00 each, on exercise of options by employees. Discount allowed aggregating to Rs. 30.40 million (Rs. 1.65 million) in respect of shares allotted pursuant to Stock Options Scheme is credited to Securities Premium Account as per guidelines of Securities and Exchange Board of India.

b) Term Loan from Banks

Term Loans of Rs. 3,181.13 million (Rs. 10,606.32 million) are secured by first charge ranking pari passu by way of mortgage / hypothecation of entire immovable and movable fixed assets of the Company both present and future and also secured by second / floating charge on current assets subject to prior charge in favour of banks for working capital facilities.

c) External Commercial Borrowings (ECB)

ECB of Rs 6,789.99 million (Rs. 7,623.87 million) is secured by first charge ranking pari passu by way of mortgage / hypothecation on entire immovable and movable fixed assets of the Company both present and future. Further the ECB is secured by exclusive charge by way of hypothecation of Debt Service Reserve Account.

d) Working Capital facilities

Working Capital facilities from banks are secured by first charge by way of hypothecation of raw materials, finished goods and goods in process, stores & spares and book debts of the Company and second charge on entire immovable and movable fixed assets of the Company both present and future of the Company.

4. Foreign Exchange Differences

a) Loss on account of difference in foreign exchange on realignment/realization and on cancellation of derivative instruments amounting to Rs. 5.30 million (Rs. 3,433.25 million) is adjusted under respective heads of income or expenses in the Profit and Loss account to which it relates and exchange difference gain of Rs. Nil (Rs. 6.27 million) other than (b) below, has been adjusted to the carrying cost of fixed assets/capital work in progress.

b) The Companies (Accounting Standards) Amendment Rules 2009 has amended the provision of AS-11 related to "The effects of changes in Foreign Exchange Rates" vide notification dated 31 March 2009 issued by the Ministry of Corporate Affairs. Accordingly, the Company has adjusted exchange difference gain amounting to Rs. 348.36 million (Loss of Rs. 616.20 million) to the cost of fixed assets and exchange difference gain of Rs. 93.76 million (Loss of Rs. 532.50 million) is transferred to "Foreign Currency Monetary Item Translation Difference Account" to be amortized over the balance period of such long term assets / liabilities but not beyond 31 March 2011. Out of the above, gain of Rs. 18.34 million (Loss of Rs.177.50 million) has been adjusted in the current year and gain of Rs. 75.42 million (Loss of Rs. 354.98 million) has been carried over. c) The Company has early adopted AS-30 as referred to in Note A (i) of the Significant Accounting Policies and accordingly loss of Rs. 31.86 million (Rs. 2,004.20 million) related to foreign exchange difference on Cash Flow Hedges for certain firm commitments and forecasted transactions is recognized in Shareholders Funds and shown as Hedging Reserve Account.

5. Contingent Liabilities not provided for (Rs. in million)

Particulars 31 March 2010 31 March 2009

Performance Guarantees/Bid Bond given by banks to companys customers / government authorities 15,697.13 13,648.35 etc.

Corporate Guarantees given by the company (includes Rs. 5,246.70 million (Rs. 4,131.17 million) for 6,385.27 6,954.02 Loans/Liabilities taken by the subsidiaries. Loans / Liabilities outstanding against these guarantees are Rs. 5,018.83 million (Rs. 4,131.17 Million))

Letters of Credit outstanding (net of liability provided) for companys sourcing 15,840.28 4,683.75

Claims against the Company not acknowledged as debts 13.46 11.63

Custom duty on pending export obligation against import of Raw Materials 561.36 1,011.76

Disputed service tax /sales tax/ excise duty liabilities 75.75 92.37

6. During the previous year one of the customer reported defect in the pipes supplied alleging grade of steel used did not meet the specifications, the company replaced the defective pipes and also provided for the expected loss on this account. During the year the said customer initiated legal action against the company in the United States of America claiming loss / damages of $ 66 million on account of defects in the pipes supplied, consequently the company also initiated legal action against the steel supplier claiming corresponding loss / damages it may suffer on account of this claim of the customer. Hence the company does not expect any liability on account of the claim against it.

7. Disclosures pursuant to adoption of Accounting Standard 15 (Revised 2005) Employee Benefits

The Employees gratuity fund scheme managed by Kotak Life Insurance Limited is a defined benefit plan. The present value of obligation is based on actuarial valuation using the projected unit credit method. The obligation for leave encashment is recognized in the same manner as gratuity.

8. Capital Projects

(i) Pre-operative Expenses (including accumulated borrowing costs of Rs. 378.87 million) of Rs. 488.98 million (Rs. 266.46 million) in respect of projects capitalized during the year have been allocated proportionately to the direct cost of respective building and plant and machinery. (ii) Borrowing costs related to Plate and Coil Mill capitalized / allocated to fixed assets / Capital work in progress is Rs. 47.87 million (Rs. 240.30 million). (iii) Estimated amount of contracts remaining to be executed on Capital account and not provided for Rs. 3,415.52 million (Rs. 733.69 million), net of advances.

(iv) Capital Work in Progress, includes Capital Advances Rs. 929.06 million (Rs. 403.43 million) and Pre-operative expenses Rs. 35.35 million (Rs. 460.27 million).

Disclosure in respect of transactions which are more than 10% of the total Transactions of the same type with related party during the year:

i. Sale of Goods/Services and Recoveries include from - Welspun Tradings Limited Rs. 21,909.58 million (Rs. 28,741.51 million) (Refer Note 25), Welspun Tubular LLC Rs. 4,302.50 million (Rs. 2,730.75 million)

ii. Sale of fixed assets include to - Welspun Tubular LLC Rs. 0.81 million (Rs.0.03 million), Welspun Power and Steel Limited Rs. 0.87 million (Rs.0.26 million), Remi Metals Gujarat Limited Rs. 1.63 million (Rs. Nil). iii. Purchase of Goods and Services include from- Welspun Tubular LLC Rs. Nil (Rs. 151.04 million), Welspun Pipes Inc Rs. Nil (Rs. 603.29 million), Welspun Power and Steel Limited Rs. 48.25 million (Rs. 37.47 million), Welspun Logistics Limited Rs. 17.93 million (Rs. 23 million), Welspun Global Trade LLC Rs. 13.82 million (Rs. Nil) iv. Purchase of Fixed Assets includes from - Welspun Pipes Limited Rs. 1,074.59 million (Rs. Nil) v. Expenditure includes -Rent paid to - Vipuna Trading Limited Rs. 6.66 million (Rs. 6.62 million), Welspun Realty Private Limited Rs. 81.96 million (Rs. 47.51 million).

vi. Donation paid to - Welspun Foundation for Health and Knowledge Rs. 18 million (Rs. 24 million) (meant for corporate social responsibility activities).

vii. Interest Income includes - Interest received from Welspun Pipes Inc Rs. 204.09 million (Rs. 139.24 million).

viii. Loans, Advances and Deposits includes given to - Welspun Pipes Inc Rs 1,843.22 million (Rs. 4,195.60 million) and repaid during the year Rs. 6,105.32 million, to Welspun Pipes Limited given and repaid Rs. Nil (Rs. 1,000 million).

ix. Investment in Equity Shares of - Welspun Infratech Limited Rs. 1,000.85 million (Rs. Nil), Welspun Urja India Limited Rs. Nil (Rs. 0.26 million), Welspun Steel Plates and Coils Private Limited Rs. 0.10 million (Rs. Nil).

x. Sale of Investment in Equity Shares of - Welspun Urja India Limited of Rs. 0.26 million (Rs. Nil) to Welspun Energy Limited , Welspun Steel Plates and Coils Private Limited Rs. 0.10 million (Rs. Nil) to other related parties, Adani Welspun Exploration Limited Rs. Nil (Rs.2.96 million) to Welspun Natural Resources Limited

xi. Share Application Money given includes to -Welspun Pipes Limited Rs.373 million (Rs. 1,288.95 million), Welspun Natural Resources Private Limited Rs. Nil (Rs. 172.50 million), Welspun Infratech Limited Rs. 778.35 million (Rs. Nil).

xii. Share Application Money given includes repaid by - Adani Welspun Exploration Limited Rs. Nil (Rs. 31.14 million), Welspun Natural Resources Private Limited Rs. 63.30 million (Rs. Nil).

xiii. Issue of Equity Shares by exercise of employee stock option scheme (ESOP)- Whole Time Directors Rs. 14 million (Rs. 0.94 million). Issue of Equity Shares by conversion of warrants to Krishiraj Trading Limited Rs. Nil (Rs. 886.90 million)

xiv. Reimbursement of Expenses includes to Welspun India Limited Rs. 64.95 million (Rs. 68.93 million), Welspun Power and Steel Limited Rs. 8.68 million (Rs. 0.93 million), Welspun Anjar SEZ Limited Rs. Nil (Rs. 28.63 million).

Disclosure of Closing balances as at 31 March 2010

i. Loans, Advances and Deposits given include - Welspun Pipes Inc Rs. Nil (Rs. 4,762.58 million), Welspun Logistics Limited Rs. 52.40 million (Rs. 23.40 million), Welspun Realty Private Limited Rs.425.93 million (Rs. 467.60 million) ii. Sundry Debtors include - Welspun Tubular LLC Rs. 49.72 million (Rs. 1860.99 million), Welspun Tradings Limited Rs. 1808.83 million (Rs. 169.02 million )

iii. Sundry Creditors include - Welspun India Limited Rs. Nil (Rs. 0.97 million), Welspun Anjar SEZ Limited Rs. 23.59 million (Rs. 28.62 million), Dahej Infrastructure Private Limited Rs. 2.86 million (Rs. Nil).

iv. Investments held include of - Welspun Pipes Inc Rs. 645.95 million (Rs. 645.95 million), Welspun Infratech Limited Rs. 1,000.85 million (Rs. Nil).

v. Share Application Money given to Welspun Pipes Limited Rs. 1,300.48 million (Rs. 1,520.65 million), Welspun Natural Resources Private Limited Rs. 71.56 million (Rs. 174.86 million), Welspun Infratech Limited Rs. 779.85 million (Rs. Nil) vi. Guarantees and Collaterals provided include issued to - Welspun Pipes Inc Rs. 3,592 million (Rs. 4,057.60 million), Welspun Tradings Limited Rs. 1,609.80 million (Rs. 1,609.80 million).

9. Welspun Infratech Limited (the "Acquirer”) a wholly owned subsidiary of the Company has entered into Share Purchase Agreement with the existing promoters and other shareholders of MSK Projects (India) Limited. (a company engaged in infrastructure development and listed on Bombay Stock Exchange, National Stock Exchange and Vadodara Stock Exchange) (the "Target Company”) to transfer 5,279,438 equity shares (23.13%) of the Target Company at a price of Rs. 130.50 per share and also entered into a Share Subscription Agreement to subscribe to 17,178,888 equity shares of the Target Company at an issue price of Rs. 123 per share and consequently has made a public announcement to the existing shareholders of the Target Company to acquire 20% of post preferential issue equity share capital of the Target Company at a price of Rs. 130.50 per share. Upon completion of the offer, assuming full acceptances in the offer, the Acquirer will hold 30,458,326 equity shares (76.15%) and assuming Nil acceptances in the offer, the Acquirer will hold 22,458,326 equity shares (56.15%) of the post preferential issue equity share capital of the Target Company.

10. The Board of the Company had 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 Private Limited (the "Scheme”). Due to change in the circumstances since then, in the opinion of the management, going ahead with the Scheme would not be in the overall interest of the Company. Hence, it was decided not to pursue the Scheme and accordingly the scheme was withdrawn. The High Court of Gujarat vide its order dated 10 March 2010 has given its approval to the withdrawal of Demerger Scheme filed u/s 391 to 394 of the Companies Act.

11. The Company has been getting majority of the export orders and executing those orders through one of the related party which became its Subsidiary (w.e.f. 31 March 2010). The realization, income/ benefits, claims or expenses relating to such transactions are transferred/ paid immediately to the Company allowing it a small profit margin of about 0.5% of Sales.

12. Sundry Creditors include an amount of Rs. 214.59 million being VAT collected on Sales. The Company has withheld the amount on account of its claim for set off against VAT incentive limit. If claim of the Company is not accepted, the amount will be paid and contested in appeal.

13. Sales is net off bad debts of Rs. 134 million.

14. The members of the Company have approved change of name to "Welspun Corp Limited" and the Company has received the certificate dated 27 April 2010 towards change of name from Registrar of Companies, Gujarat.

15. Previous year figures have been regrouped / rearranged / re casted wherever considered necessary to confirm to this years classification. Figures in brackets pertain to previous year.