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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Directors Report of Welspun Enterprises Ltd.

Mar 31, 2025

Your Directors' have pleasure in presenting the 31^stÂ Annual Report of the Company along with the Audited Financial
Statements for the financial year ("FY") ended March 31,2025.

1. FINANCIAL RESULTS

Particulars	Consolidated		Standalone
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	3,584.10	2,874.21*	2,827.39	2,450.44
Other Income	208.49	189.10*	106.39	102.31
Total Revenue	3,792.59	3,063.31	2,933.78	2,552.75
EBITDA	730.18	616.47	454.59	438.92
EBITDA Margin (%)	19.25	20.12	15.50	17.19
Finance Cost	157.90	109.79	32.98	33.41
Earnings before Depreciation, Exceptional Item and Tax	572.28	506.68	421.61	405.51
Depreciation/Amortisation	50.90	27.56	8.74	9.71
Exceptional Items	0.78	-	0.32	-
Share of Profit/(loss) from Associate	(2.17)	(0.58)	-	-
Profit Before Tax from continuing operations	519.99	478.54	413.19	395.80
Tax expenses	136.42	129.70	105.49	110.65
Net Profit from continuing operations	383.57	348.84	307.70	285.15
Net Profit/(Loss) from discontinued operations	(29.74)	(29.44)	-	-
Profit for the year	353.83	319.40	307.70	285.15
Earnings Per Share	Â	Â	Â	Â
Basic (in ?)	23.61	21.51	22.53	20.78
Diluted (in ?)	23.30	21.25	22.23	20.54

The financial statements have been prepared in
accordance with the applicable Indian Accounting
Standards. The year at a consolidated level witnessed
a robust 25% increase in revenue from operations and
18% rise in consolidated EBITDA. Consolidated income
grew by 23% year-on-year, exceeding guidance on
both income and EBITDA, reflecting the strength of
our execution capabilities and a high-quality order
book.

Your Company is aligned with our 3G VisionâGrowth,
Green, and Governance, continues to lead in delivering
sustainable, high-margin water infrastructure
solutions. With a sharpened focus on return-accretive
projects, the Company is steadfast in its commitment

to long-term value creation and impact. Supported by
a strong consolidated order book ofÂ 'Â 14,354 Crore
and an active bid pipeline, we are well positioned
to drive sustained growth and enhance stakeholder
value.

Key highlights includes -- (i) exceeding consolidated
income and EBITDA guidance; (ii) a strategic emphasis
on high-margin water infrastructure projects that
reinforce long-term value creation; (iii) consolidated
cash and cash equivalents ofÂ 'Â 512.28 Crore; (iv) and
consolidated net worth ofÂ 'Â 2,709 Crore.

Demonstrating confidence in sustainable growth, our
commitment to creating lasting value for shareholders
remains unwavering.

STRONG FINANCIAL PERFORMANCE AT A GLANCE - FY 25 (CONSOLIDATED)

Revenue Growth 25%Y-o-Y f	Â	Cash & Cash Equivalents (FY25) ' 512.28Â Crore	Â¦pl	EBITDA (FY25) 18% Y-o-Y t 'Â 730 Crore
Revenue Growth 25%Y-o-Y f	m	Cash & Cash Equivalents (FY25) ' 512.28Â Crore	HI	EBITDA (FY25) 18% Y-o-Y t 'Â 730 Crore
Net Worth (FY25) ' 2,709Â Crore	IBI	PAT (FY25)	IqI	Order Book
Net Worth (FY25) ' 2,709Â Crore	Â	11% Y-o-Y f 'Â 354 Crore	Â	' 14,354Â Crore

2. PERFORMANCE HIGHLIGHTS FOR THE YEAR AND OUTLOOK

a) EPC and BOT Business Revenue Summary - FY25

Particulars	Consolidated		Standalone
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Engineering, Procurement & Construction (EPC) and other operating income	3570.96	2,861.87	2,827.39	2,450.44
Revenue from Build, Operate & Transfer (BOT) Business	13.14	12.34	-	-

b) Since the last report the following developments took place

KEY ANNUAL ACHIEVEMENTS

â¢ Your Company was recognised as

"Construction & Infrastructure Company of

the Year" at the Construction Times Awards
2024

â¢ Your Company made its maiden entry into

the tunnelling space by securing its maiden
?1,989.40 Crore (excl. GST) project from BMC
for the Dharavi-Ghatkopar Tunnel, aimed at
transferring tertiary treated wastewater from
the Dharavi WwTF to Ghatkopar

â¢ Mr. S Madhavan, Lead Independent Director

was recognised as the "Best Independent
Director" (FY 2023-24) by the Asian Centre
for Corporate Governance & Sustainability
and Mr. Sandeep Garg, Managing Director,
received the "Distinguished Alumnus Award"
by IIT Roorkee for excellence in private sector
leadership

â¢ Welspun Michigan Engineers Limited, material

subsidiary company, was recognised as "Best
Brand in Water Infrastructure" at the 9Â ^thÂ ET

Now Infra Focus Summit 2024.

â¢ Your Company, through Welspun Michigan

Engineers Limited, entered a JV with
UK-based SmartOps to introduce S.A.B.R.E.
technology for decentralised wastewater
treatment in India, supporting the Company's
vision of delivering innovative and sustainable
water infrastructure solutions

WATER VERTICAL

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

(i) Expansion of Water Portfolio:Â During FY 2024Â¬
25, your Company continued to strengthen its
water infrastructure vertical by increasing its
equity stake in Welspun Michigan Engineers
Limited (WMEL) from 50.10% to 60.09%.
Building on its success, your Company entered
the tunnelling segment by securing its maiden
order worth ?1,989.40 Crore (excl. GST) from the
Brihanmumbai Municipal Corporation ("BMC").
This project entails construction of the Dharavi-
Ghatkopar Tunnel, designed to transfer tertiary
treated wastewater from the Dharavi Wastewater
Treatment facility to Ghatkopar, marking a
significant milestone in the Company's growth
strategy.

Notably, your Company is already executing
construction of the Waste Water Treatment
Facility at Dharavi, Mumbai and WMEL is also
executing a tunnelling project for conveying
wastewater from Bapat Nalla and Safed Pul

Nalla to the same treatment facility. With these
strategic wins, the Company now oversees the
full water infrastructure value chain at Dharavi
WwTFâfrom wastewater inflow to treatment and
final transferâmarking a significant milestone in
integrated and sustainable water management.

Your Company has achieved steady progress in
the construction of the 418 MLD Wastewater
Treatment Facility and the 209 MLD Tertiary
Treatment Plant at Dharavi, Mumbai. As of
the date of reporting, approximately 40% of
the overall project scope has been completed.
The project is progressing as per schedule and
remains on track for completion by July 2027.

2,000 MLD Water Treatment Plant at Bhandup,
Mumbai, a landmark contract worth ?4,124
Crore (incl. GST) from BMC, Water Treatment
Plant at Bhandup, Mumbai, is set to be the
largest drinking water treatment facility in India
and Asia by capacity. This project is being
executed in partnership with Veolia, France,
a global leader in water technologies, and
integrates advanced international standards.
All statutory clearances and engineering
approvals were successfully obtained within the
FY, and construction commenced in April, 2025.
This project is expected to be completed by July,
2028, followed by 15 years of Operation and
Maintenance phase.

(ii) Â Â Â Prestigious Award Recognition:Â Your Company
was honoured with the "Best Community Project
of the Year" at the Water Digest World Water
Awards 2024-25. This prestigious recognition
was awarded for the successful implementation
of wate supply schemes under the Jal Jeevan
Mission, aimed at delivering tap water to
approximately 40 Lakh rural residents across
2,500+ villages in the districts of Sant Ravidas
Nagar, Jaunpur, Ambedkar Nagar, Ayodhya, and
Bulandshahar in Uttar Pradesh.

(iii) Â Â Â Rural Water Supply Initiatives:Â Your Company is
executing water supply schemes for over 2,500
villages across 5 districts of Uttar Pradesh viz.
Sant Ravidas Nagar, Jaunpur, Ambedkar Nagar,
Ayodhya, and Bulandshahr, amounting to ?4,263
Crore (including GST) under the Jal Jeevan
Mission. Majority work for the same is scheduled
for completion by FY 2025, and shall benefit
approximately 4 million rural residents, aligning
with Welspun World's vision of "Har Ghar se Har
Dil Tak Welspun".

(iv) Â Â Â Strengthening Water Vertical:Â Your Company
strengthened its water business by onboarding
experienced professionals across key functions.
To enhance execution, digital tools like 5D BIM

and Power BI were adopted for real-time project
monitoring and collaboration. A centralized
dashboard now tracks execution, supply chain,
and billing, enabling efficient delivery of complex
water infrastructure projects.

(v) Robust Bid Pipeline:Â Your Company is focussed
on the projects that differentiates from others in
terms of complexity and technologies, besides
size. Having mapped opportunities in excess of
?3 Trillion, your Company is targeting projects in
following segments in the years to come.

â¢ Â Â Â Lift / Micro Irrigation projects.

â¢ Â Â Â Water Transmission and Treatment projects.

â¢ Â Â Â Wastewater Treatment project including
Recycle Reuse of treated water etc.

Your Company expect to bid projects worth over
? 50,000 Crore in FY26 in these segments.

TRANSPORTATION VERTICAL

In alignment with the government's plan for significant
investments, along with substantial allocations under
the National Infrastructure Pipeline (NIP), and a strong
growth trajectory in the road and highway sector, your
Company has continued to demonstrate sustainable
development and high-quality engineering in the
transportation vertical. A few details about this are
provided below:-

(i) Â Â Â Progress on major projects:Â Construction of
one of the widest extra dosed bridge on Ganga
River from Aunta-Simaria Section of NH-31 in
Bihar has received Provisional Certificate for
Commercial Operation ("PCOD") dated June 03,
2025 from National Highways Authority of India
("NHAI") w.e.f. May 15, 2025.

The EPC work of Varanasi Aurangabad NH-2
is progressing well. Your Company is making
steady progress on the HAM Road project at
Sattanathapuram Nagapattinam and is confident
of accelerating momentum to achieve the
planned milestones on schedule.

(ii) Â Â Â Strengthening Transportation Vertical:Â Your
Company has undertaken several initiatives to
strengthen its transportation vertical, including
implementing advanced design software by
introducing WEL Darpan V2.0 for interactive
project data visualization, launched Project Hawk
for live drone monitoring with AI tracking. Further it
has strengthened the supply chain management
team and supported the contractor's cash flow.

(iii) Â Â Â Award-Winning Highway Project:Â Your
Company was honoured with the "Excellence
in Project Management" award by ASSOCHAM
for the Aunta-Simaria Road Project. Additionally,

it received the "Road Safety Excellenceâ

award at the World Safety Organisation Awards
2024 for exemplary OHS&E practices at the
Sattanathapuram-Nagapattinam Road Project.
The "Best Initiativeâ award at the FICCI Road
Safety Awards 2024 was also conferred upon your
Company for its impactful road safety measures
implemented on the Varanasi-Aurangabad Road
Project.

(iv) Robust Bid Pipeline:Â NHAI's current bid pipeline
remains healthy, with ~21,430 kms (54% HAM,
25% EPC, 4% BOT Toll) for awarding, and ~ 8.737
kms km (64% HAM, 30% EPC, 6% Others) under
DPR stage worth ? 7,50,000 Crore.

Your Company will be focusing on the upcoming
road projects on selective opportunities from
NHAI's bid pipeline, including BOT Toll, EPC and
HAM projects, along with state government
projects and tunnelling in the transportation
sector.

OIL & GAS

Adani Welspun Exploration Limited (AWEL), a joint
venture Company between the Adani Enterprises
Limited (AEL - holding 65%) and Welspun Enterprises
Limited (WEL - 35%), is involved in Oil and Gas
Exploration and Development. In its current portfolio,
the Company has three shallow water acreages along
the Western Offshore of India in the prolific Mumbai
Offshore Basin:-

(i) Â Â Â Block Name- MB-OSN-2005/2 (NELP-VII bid
round) - Mumbai Offshore:-

AWEL holds 100% participating interest in this
block located offshore Mumbai. The exploration
phase was successfully completed with a gas
discovery as declared in March, 2021. An Early
Development Plan has been submitted for
regulatory approval, and steps are underway to
expedite early monetization.

(ii) Â Â Â Block Name- B9 Cluster (DSF-1 bid round) -
Mumbai Offshore:-

AWEL holds 100% ownership interest in the
cluster, a discovered field offshore Mumbai,
adjacent to (MB/OSN/2005/2) and ONGC's
B-12 area. A Revised Filed Development Plan
("RFDP"), estimating a Gas Initially in Place
("GIIP") of 97 BCF, was prepared in collaboration
with an internationally acclaimed agency and

approved by the regulator. The RFDP leverages
the planned Early Monetization of the MB Block
through shared use of installed surface facilities
& pipeline infrastructure.

(iii) Block Name- C -37 (SDSF-1) - Mumbai
Offshore:-

AWEL holds 100% ownership interest in this
cluster, a discovered filed offshore Mumbai,
contiguous with its prospective exploratory
block (MB/OSN/2005/2). The earlier Operator
drilled two wells in the Block that produced
hydrocarbons in Commercial quantities. AWEL is
currently evaluating the Development strategy
for this asset in conjunction with its existing
Blocks in the vicinity to optimise cost.

STRATEGY

i) Â Â Â Water Vertical

Water infrastructure is a dynamic and rapidly
evolving sector driven by growing population
demands, climate change, and the urgent
need for conservation and treatment of water
resources. With increasing focus on sustainability,
innovation in technologies across segments such
as freshwater, wastewater management, and
conveyance systems including tunnelling, the
water infrastructure is continuously shaping the
sector.

To tap into these emerging opportunities, your
Company plans to establish a dedicated Centre
of Excellence comprising of R&D experts,
domain specialists etc. This centre will focus
on developing a strategic roadmap to explore
and scale differentiated business models under
the water vertical, integrating technological
innovation, operational excellence, and a strong
people culture.

With above, your Company is poised to witness
significant and sustainable growth in water sector
across its facets and would continue to explore
opportunities in Treatment and Transmission
segments of water.

ii) Â Â Â Transportation Vertical

Explore opportunities within state-level
infrastructure projects. Beyond traditional
roadworks, your Company is also targeting
potential ventures in the broader transportation
sector, particularly in tunnelling projects.

3. RETURN TO SHAREHOLDERS

Following is the snapshot of the dividend track record of your Company for previous FY's is given below:-
Return to Shareholders

I n respect of dividend declared during the previous
years, ?0.11 Crore remained unclaimed as on
March 31, 2025.

The Board has appointed Ms. Nidhi Tanna, Company
Secretary as the Nodal Officer for the purpose of
co-ordination with Investor Education and Protection
Fund Authority. Details of the Nodal Officer are
available on the website of the Company at
www.welspunenterprises.com

In accordance with the Distribution Policy - Return
to the Shareholders of the Company, the Board
endeavours to achieve distribution of an amount
of profit subject to maximum of 25% of Profit After
Tax for a financial year, on consolidated basis or
standalone basis, whichever is higher. For the FY
2024-25, the Board of Directors has recommended
a final dividend of ?3/- per equity share of the face
value of ?10/- each at the rate of 30% on the equity
shares, subject to shareholders' approval, amounting
to ?41.52 Crore, which represents 11.09% of profit
after tax from continuing operations on a consolidated
basis.

The final dividend, upon approval by the shareholders
at the 31^stÂ Annual General Meeting ("AGM"), shall be
paid within a period of 30 (thirty) days to all eligible
shareholders whose name appears in the Register of
Members as on the record date, i.e. Friday, July 04,
2025. Pursuant to the amendments introduced under
the Income-Tax Act, 1961 by the Finance Act, 2020,
dividends distributed by the Company are now taxable
in the hands of the shareholders. Accordingly, the

Company shall make the payment of the final dividend
after deduction of tax at source, as applicable.

In terms of the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ("the SEBI Listing
Regulations"), the Company has formulated a Dividend
Distribution Policy.

The policy is available on the Company's website at:-
https://www.welspunenterprises.com/admin/uploads/
investerdata/policies/policies_1690355922.pdf

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

4. Â Â Â FINANCIAL LIQUIDITY

Consolidated cash and cash equivalent as on
March 31, 2025, stood at ? 512.28 Crore vis-a-vis
?248.70 Crore in the previous year. The Company's
working capital management is robust and involves a
well organised process, which facilitates continuous
monitoring and control over receivables, inventories
and other parameters.

5. Â Â Â INTERNAL FINANCIAL CONTROLS

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

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

Regular internal audits are a cornerstone of our
control system. These audits help identify and rectify
any design deficiencies or operational inefficiencies,
with improvement measures promptly recommended.
The Audit Committee of the Board reviews the
adequacy of these controls quarterly and/or regularly,
assessing specific processes to enhance systems and
outcomes.

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

Our internal audits are conducted by an independent
external audit firm composed of qualified accountants
and industry experts. Based on their reports, we
take corrective actions as needed. Significant audit
observations, if any, and the corresponding corrective
actions are presented to the Audit Committee of
the Board, ensuring continuous improvement and
vigilance in our internal control systems. During the
year under review, no material observation has been
made by the Internal Auditors of the Company in
relation to the efficiency and effectiveness of such
controls.

Your Company has also implemented SAP S/4 HANA,
which serves as our core enterprise application
to enable real-time management and monitoring
of critical business functions, including sourcing,
procurement, finance, accounting, project execution,
and inventory. This transition enhances transparency,
accountability, and operational efficiency across the
organization. By offering real-time access to business
data, SAPS/4HANA supports improved strategic
decision-making and significantly reduces manual
interventions and associated errors. It also strengthens
internal controls, ensures better compliance readiness,
and provides a scalable platform to support future
digital expansion and upgrades.

6. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE
COMPANIES

Pursuant to the provisions of Section 129(3) of the Act
read with Rule 5 and 8 of the Companies (Accounts)
Rules, 2014, a statement containing salient features

of financial statements of subsidiaries in Form AOC-1

is attached herewith as Annexure 1.

The shareholders may also note that during the

financial year under review:-

a) Â Â Â Your Company had acquired further stake
of 9.99% equity shares of Welspun Michigan
Engineers Limited ("WMEL") (formerly known as
Welpsun Michigan Engineers Private Limited) on
October 29, 2024, thereby increasing its stake
from 50.10% to 60.09%.

WMEL is positioned as a prominent EPC Company
in India with specialisation in niche business of
Tunnelling and Pipeline Rehabilitation in the
water & wastewater segment with diversified
projects in Mumbai, Delhi, Kolkata, Gujarat and
Odisha. It has executed variety of urban specialty
infrastructure projects including Marine, Bridges,
Sewage and Drainage involving mechanized
tunnelling solutions, pumping stations, lake taps
etc. Its current order book consists of Tunnelling
(61%), Pumping Station (19%), Rehabilitation
(12%), Bridge (7%), SmartOps (0.50%) and
Marine works (0.50%).

b) Â Â Â Your Company, through its material subsidiary
WMEL, incorporated a step-down wholly-owned
subsidiary, Welspun SmartOps Limited, on
January 28, 2025. The entity aims to revolutionize
water reclamation in India using S.A.B.R.E.
(Stabilised Aerobic and Anaerobic Bioengineered
Reaction Environment) technology â a compact,
modular solution that mimics natural filtration to
deliver tertiary-treated water for commercial
and domestic use. This initiative supports the
Company's focus on sustainable innovation and
addresses critical issues of water scarcity and
quality through collaboration with municipal and
private sector stakeholders.

c) Â Â Â Your Company divested its 19% equity stake in
Welspun Transformation Services Limited and
Welspun Global Services Limited, to Aryabhat
Vyapar Private Limited pursuant to the Board's
approval dated May 21, 2024, for a total
consideration of ?1.41 Crore and ?0.23 Crore
respectively.

d) Â Â Â Your Company divested its 19% equity stake in
Welassure Private Limited, to Rakshak Securitas
Private Limited for a total consideration of ?0.95
Crore, pursuant to the Board's approval dated
February 03, 2025.

e) Â Â Â Your Company divested its 100% equity stake
held in Kim Mandvi Corridor Private Limited

(KMCPL) (Formerly known as Welspun Project
(Kim Mandvi Corridor) Private Limited) and Build
Projects & Infra Private Limited (BPIPL) (Formerly
known as Welspun Build-Tech Private Limited),
non-operative wholly-owned subsidiaries,
to Sherry Exports Private Limited for a total
consideration of ?0.035 Crore and ?0.009 Crore,
pursuant to the Board's approval dated March 27,
2025. Consequently, both KMCPL and BPIPL
ceases to be the wholly-owned subsidiries of
your Company.

Financial statements of the subsidiaries/ joint
venture companies are hosted on the website of the
Company atÂ https://www.welspunenterprises.com/
annual-report.php

The policy on Material Subsidiary as approved by the
Board is hosted on the website of the Company at
https://www.welspunenterprises.com/admin/uploads/
investerdata/policies/policies_1690356313.pdf

Consolidated Financial Statements

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

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

The Company shall provide, free of cost, a copy of the
Financial Statements of its Subsidiary Companies to
the Members upon their request.

7. AUDITORS AND AUDITORS' REPORT

a) Statutory Auditors

The Members had at the 26^thÂ AGM of the
Company held on June 30, 2020, approved the
re-appointment of MGB & Co. LLP, Chartered
Accountants (Firm Registration Number:
101169W/ W-100035) ("MGB") as the Statutory
Auditors of the Company for a second term of
5 (five) consecutive years, concluding at the
ensuing 31^stÂ AGM.

In view of the expiry of MGB's term, your Company
initiated a structured evaluation process for
appointing new Statutory Auditors effective
from FY 2025-26. The Audit Committee, along

with the management, developed a detailed
eligibility and evaluation matrix, considering key
parameters such as experience, independence,
audit approach, sectoral understanding,
regulatory compliance, and audit quality.

Shortlisted firms were jointly assessed by the
Audit Committee and the core management
team. Evaluation scores were consolidated
confidentially by the Company Secretary and
presented to the Audit Committee. Based on this
process, the Audit Committee recommended to
the Board the appointment of M/s. Suresh Surana
& Associates LLP, Chartered Accountants (Firm
Regn. No. 121750W/W100010) ("SSA LLP"),
as the Statutory Auditors of your Company for
a term of 5 (five) consecutive years, from the
conclusion of the 31^stÂ AGM till the conclusion
of the 36^thÂ AGM to be held in the financial year
2030, at a remuneration of ? 0.51 Crore, subject
to the approval of shareholders.

SSA LLP, have confirmed their eligibility to be
appointed as the Statutory Auditors of the
Company under Sections 139 and 141 of the
Act and the applicable Rules. Additionally, as
required by the SEBI Listing Regulations, the
Auditors have confirmed that they hold a valid
certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India.

SSA LLP and affiliates is a member of RSM
International since 1996. It has been ranked
amongst India's top 7 audit, tax and consulting
groups in India (International Accounting Bulletin
2013-2023 India Surveys). The firm is compliant
with ISO 9001 and ISO 27001 for key locations,
inspections and ICAI peer reviews on regular
basis. It is empanelled with NHAI, CAG, Cert-in,
PCAOB and other regulators. The firm has a Pan
- India presence with offices in 13 key cities and
group strength of about 3,000 personnel.

AUDITOR'S REPORT

The Auditor's Report on the financial statements
of the Company for the year ended March 31,
2025, forms part of this Annual Report. The said
report was issued by MGB with an unmodified
opinion and does not contain any qualifications,
reservations or adverse remarks. Auditor's Report
is self-explanatory and therefore, does not require
further comments and explanation. The Audit
Committee reviews the independence and
objectivity of the Auditors and the effectiveness
of the Audit process. Further, MGB's hold a valid

certificate issued by the Peer Reviews Board of
the Institute of Chartered Accountants of India.

Total fees for all services paid by the Company
and its subsidiary/ joint venture/ associate
companies, on a consolidated basis, to the
Auditors and all entities in the network firm/
network entity of which the auditor is a part
during the FY 2024-25 is ?0.81 Crore.

b) Internal Auditors

Pursuant to Section 138(1) of the Act read
with the Companies (Accounts) Rules, 2014,
your Company is required to appoint an Internal
Auditor to conduct internal audit of the functions
and activities of your Company.

As a measure of good governance practices and
in view of periodic rotation, it was recommended
by the Audit Committee to rotate the Internal
Auditors of your Company Auditors of your
Company. Accordingly, your Company initiated
a structured evaluation process for appointing
new Internal Auditors effective from FY 2025Â¬
26. The Audit Committee, along with the
management, developed a detailed eligibility and
evaluation matrix, considering key parameters
such as experience, independence, audit
approach, sectoral understanding, regulatory
compliance, and audit quality.

Shortlisted firms were jointly assessed by the
Audit Committee and the core management
team. Evaluation scores were consolidated
confidentially by the Company Secretary and
presented to the Audit Committee. Pursuant to
the provisions of Section 138 of the Act, read
with the Companies (Accounts) Rules, 2014,
and based on the recommendation of the Audit
Committee, the Board approved appointment of
Deloitte Touche Tohmatsu India LLP, Chartered
Accountants (LLP Identification No. AAE-8458) to
conduct the internal audit of your Company for
the period of 3 (Three) years i.e. from FY 2025-26
to FY 2027-28 at a remuneration of ? 0.50 Crore
for the FY2025-26 (excluding applicable taxes
and out-of-pocket expenses).

Deloitte India is one of the leading professional
services firms with a rich legacy of serving
bestin-class clients across the Country.
Operating through four key service lines - Audit &
Assurance, Tax, Strategy, Risk & Transaction, and
Technology & Transformation, Deloitte provides
comprehensive solutions to a diverse client
base. Globally, Deloitte has a presence in more
than 150 countries with a workforce exceeding

457,000 professionals. In India alone, the firm
employs over 31,000 professionals across 14
cities. Deloitte member firms serve 76% of the
2023 Fortune 500 Companies, and in India, the
firm's clientele includes 153 out of 185 companies
in the Energy, Resources & Industrials sector.
According to the Gartner Market Share Report
2022, Deloitte was ranked No. 1 in consulting
services worldwide. The firm maintains a strong
focus on six core industries and 21 sectors
globally, offering targeted services within each
sector. Deloitte also leverages innovative tools
such as the "Industry Prints" Tool to capture
best-practice business processes along with
associated control objectives and risks.

c) Cost Auditors

Pursuant to Section 148 of the Act read with
the Companies (Cost Records and Audit)
Amendment Rules, 2014, your Company is
required to maintain cost records as specified
by the Central Government. Accordingly, your
Company has maintained cost accounts and
records in the prescribed manner. The records
maintained by your Company under Section 148
of the Act are required to be audited by the Cost
Accountant.

Your Company had appointed M/s. Kiran J.
Mehta & Co., Cost Accountants (Firm Registration
No. 000025), as the Cost Auditors of the
Company for auditing cost accounting records
for the FY 2024-25. The Cost Audit Report for
the FY 2024-25 is free from any disqualifications
as specified under Section 141 (3) and proviso to
Section 148(3) read with Section 141(4) of the
Act.

Based on the recommendation of the Audit
Committee, the Board appointed M/s. Kiran J.
Mehta & Co., Cost Accountants (Firm Registration
No. 000025), as the Cost Auditors to conduct
audit of the cost records of your Company for
the FY 2025-26 at a remuneration of ?0.036
Crore (excluding applicable taxes and out-ofÂ¬
pocket expenses). Your Company has received
a certificate from M/s. Kiran J. Mehta & Co.,
confirming their confirming their independent
status and providing their consent that they are
not disqualified from being appointed as the Cost
Auditors of the Company.

In terms of the provision of Section 148 of the Act
read with Rule 14 of the Companies (Audit and
Auditors), Rules, 2014, the remuneration payable
to the Cost Auditor is required to be ratified by the

Members. Accordingly, an ordinary resolution, for
ratification of remuneration payable to the Cost
Auditor for the FY 2025-26, forms part of the
Notice of the 31^stÂ ensuing AGM.

M/s. Kiran J Mehta & Co., a partnership firm
of Cost Accountants, is functioning for last
three decades. It started in the year 1977 as
a proprietorship concern by Mr. Kiran J Mehta.
Mr. Mehta was awarded Certificate of Merit in the
intermediate as well as the final, examinations of
ICWAI at the national level. The firm has its head
office at Ahmedabad and a Branch at Vadodara.

The Cost Audit Report for the FY 2023-24,
was e-filed with Ministry of Corporate Affairs,
Government of India on August 27, 2024 and for
the FY 2024-25. It shall be filed on or before
September 30, 2025.

d) Secretarial Auditors

I n accordance with the provisions of Section
204 of the Act and the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, your Company had appointed
M/s. Mihen Halani & Associates, (COP No.: 12015),
a peer reviewed firm of Company Secretaries in
Practice, to undertake the Secretarial Audit of the
Company for the FY 2024-25. The Secretarial
Audit Report, annexed as Annexure 2, does not
contain any observation or qualification requiring
explanation or comments from the Board.

Further, pursuant to the amended provisions
of Regulation 24A of SEBI Listing Regulations
and Section 204 of the Act read with Rule
9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Audit Committee and the Board have
approved and recommended the appointment
of M/s. Mihen Halani & Associates, (COP No.:
12015), a peer reviewed firm of Company
Secretaries in Practice, as Secretarial Auditors of
the Company to conduct the secretarial audit for
a term of 5 (five) consecutive years commencing
from the conclusion of 31^stÂ AGM to the conclusion
of the 36^thÂ AGM i.e. from the FY 2025-26 upto
FY 2029-30 at a remuneration of Rs. 0.02 Crore
for the FY 2025-26, subject to approval of the
members by way of an ordinary resolution as
proposed in the Notice of 31^stÂ ensuing AGM of
the Company.

Mihen Halani & Associates (MHA), established
in 2013, is a reputed governance advisory and
secretarial firm, known for its deep domain
expertise across a wide range of corporate law

and compliance areas. The firm serves listed and
unlisted entities and provides strategic guidance
on corporate governance matters, maintaining a
commitment to professional ethics, timeliness,
and quality.

MHA have provided their consent for appointment
as Secretarial Auditors of the Company and
confirmed that their aforesaid appointment
is within the prescribed limits under the Act &
the Rules made thereunder and SEBI Listing
Regulations. They have also confirmed that they
are not disqualified from being appointed as
Secretarial Auditors of your Company.

Secretarial Audit Report of Material Unlisted
Subsidiary(ies)

In accordance with Regulation 24A of SEBI
Listing Regulations, the Secretarial Audit
Reports of the material unlisted subsidiary(ies)
for FY2024-25, i.e. Welspun Michigan Engineers
Limited ("WMEL"), Welspun Aunta-Simaria
Project Private Limited ("WASPL") and Welspun
Sattanathapuram Nagapattinam Road Private
Limited ("WSNRPL"), are annexed as Annexure
3, 4 and 5 to this report.

The Secretarial Audit Reports of these
subsidiaries confirm that they have complied
with the applicable provisions of the Act, Rules,
Regulations, and Guidelines, and does not
contain any qualifications, reservations, adverse
remarks, or disclaimers.

Annual Secretarial Compliance Report

In compliance with Regulation 24A of the
SEBI Listing Regulations, your Company had
filed its Annual Secretarial Compliance Report
for FY 2024-25 to the Stock Exchanges on
May 27, 2025, within the prescribed time limits.
Your Company has also complied with the
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

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

During the year under review, neither the
Statutory Auditors, the Internal Auditors, the
Cost Auditors nor the Secretarial Auditors have
reported to the Audit Committee or the Board,
under Section 143(12) of the Act, any instances
of fraud committed against the Company by its
officers or employees, and therefore disclosure
of details under Section 134(3)(ca) of the Act is
not applicable.

8. SHARE CAPITAL, DEBT STRUCTURE AND ITS
LISTING

i) Â Â Â Authorised Share Capital

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

ii) Â Â Â Issue of equity shares with differential
rights

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

iii) Â Â Â Issue of sweat equity shares

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

iv) Â Â Â Issue of employee stock options

The particulars required to be disclosed pursuant
to the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, and Rule 12(9)
of the Companies (Share Capital and Debentures)
Rules, 2014, are given below for the FY 2024-25.

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

Sr.	Particulars	WEL ESOP Scheme
No.	(FY 2024-25)	Trust 2022*
a)	Options granted	Nil
b)	Options vested	2,00,000
c)	Options exercised	2,00,000
d)	Total number of shares arising as a result of exercise of options	2,00,000
e)	Options lapsed	Nil
f)	Exercise Price (in ?)	88.00
g)	Variation of terms of options	Â
h)	Money realized by exercise of options	88,00,000
i)	Total number of options in force	1,00,000
j)	1) Key Managerial Personnel/Senior Management	4,00,000 were granted
Â	Â	to Mr. Aditya Harlalka
Â	2) Other employee who receives a grant of options in any one year of	Â
Â	option amounting to five percent or more of options granted during that year	N.A.
Â	3) Employees who were granted option, during any one year, equal to or	N.A.
Â	exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	Â
k)	Diluted EPS pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard 20 (in ?)	22.23
l)	Weighted-average exercise price (in ?)	88.00
m)	Fair values of options - as per Black Scholes Valuation model (in ?)	67.14

* During the financial year under review the Nomination & Remuneration Committee made following changes to the said
Scheme:-

1) Â Â Â preponed the vesting schedule by one year of last two tranches of 1,00,000 each granted to one of the
employee of the Company; and

2) Â Â Â extended the validity period for the unappropriated equity shares acquired by Welspun Enterprises
Employees Welfare Trust from the open market, collectively on May 30, 2023 and May 30, 2024, under
the Scheme for an additional period of one year i.e. upto March 31,2026.

There was no change in the issued/paid up capital
of the Company pursuant to exercise of options
as the same were transferred to the grantee from
the equity shares held by Welspun Enterprises
Employees Welfare Trust.

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

M/s. Mihen Halani & Associates, Company
Secretaries, Secretarial Auditors of the Company
have issued a certificate with respect to the
implementation of aforesaid Schemes and a copy
of the same shall be available for inspection at the
registered office of the Company. The members
can also obtain the same by writing to us at
Companysecretarv_wel@welspun.com

v) Â Â Â Provision of money by Company for
purchase of its own shares by employees
or by trustees for the benefit of employees

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

vi) Â Â Â Issue of debentures

During the year under review, your Company has
not issued/ allotted any debentures.

vii) Â Â Â Listing with the Stock Exchanges

Your Company's equity shares are listed on the
BSE Limited ("BSE") and the National Stock
Exchange of India Limited ("NSE") (hereinafter
collectively referred to as "Stock Exchanges")

9. DISCLOSURE WITH RESPECT TO SHARES HELD IN UNCLAIMED SUSPENSE ACCOUNT

The details of shares held in unclaimed suspense account as required to be disclosed pursuant to Point F of Schedule
V of the SEBI Listing Regulations, are as under:-

Outstanding at the		Shareholders who		Transfer to the		Outstanding at the end
beginning of the year i.e.		approached the		Unclaimed		of the year i.e. March 31,
April 1, 2024		Company and to whom shares were transferred during the year		Suspense Account during the year		2025
No. of	No. of	No. of	No. of	No. of	No. of	No. of	No. of
Shares	holders	Shares	holders	Shares	holders	Shares	holders
31,224	209	420	1	Nil	Nil	30,804	208

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

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

be submitted to Depository Participant(s) by the
respective shareholder to get credit of the securities
in dematerialized form to his/her account. In view of
the numerous advantages offered by the Depository
system as well as to avoid frauds, members holding
shares in physical form are advised to avail the facility
of dematerialization from either of the Depositories.

Further, SEBI has also simplified the process for
transmission of shares and issue of duplicate share
certificates to make it more efficient and investor
friendly. The manner and process of making
application as per the aforesaid revised framework
and operational guidelines thereto are available
on the website of the Registrar and Share Transfer
Agent ("RTA") atÂ https://web.in.mpms.mufg.com/
client-downloads.html

Transactions involving issue of share certificates,
namely, issuance of duplicate share certificates,
split, re-materialisation, consolidation, and renewal
of share certificates, etc. are approved by the Share
Transfer, Investor Grievance and Stakeholders'
Relationship Committee of the Board of Directors of

the Company. After due verification, the requests for
dematerialisation of shares are processed by RTA
and confirmation thereof is given to the respective
Depositories i.e., National Securities Depository
Limited ("NSDL") and Central Depository Services
Limited ("CDSL"), within the prescribed time limit.

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

10. Â Â Â FINANCE

a) Â Â Â Credit Rating

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

The details of credit ratings of your Company
for the FY2024-25 is presented under point
no. 14(l) of the Corporate Governance Section
forming part of this Annual Report.

b) Â Â Â Deposits

During the year under review, your Company
has neither accepted nor renewed deposits
from the public falling within the ambit of Section
73 and 74 of the Act, read together with the
Companies (Acceptance of Deposits) Rules,
2014. Further, no amount on account of principal
or interest on deposit was outstanding as at the
end of the year under report.

The requisite return for the FY 2024-25 with
respect to the amount(s) not considered as
deposits has been filed with the Ministry of
Corporate Affairs. The Company does not have
any unclaimed deposits as on the date of this
report.

11. Â Â Â EXTRACT OF THE ANNUAL RETURN

In accordance with Section 92(3) read with
Section 134(3)(a) of the Act and the Companies
(Management and Administration) Rules, 2014, the
Annual Return of the Company as of March 31,2025,
in e-Form MGT-7, is available on the Company's
website atÂ https://www.welspunenterprises.com/
company-disclosure.php

The Annual Return will be filed with the Registrar of
Companies within the timelines prescribed under the
Act.

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

I. ENERGY CONSERVATION

FY 2024-25 marked a year of steady execution
in your Company's sustainability journey, with
tangible advances in energy optimisation and
early-stage decarbonisation efforts across the
project sites. The Company's approach focused
on integrating practical, scalable measures that
improve resource efficiency while laying the
groundwork for long-term climate alignment.

Given below are some of the initiatives
undertaken by your Company that key highlights
our continuous effort to enhance energy
efficiency.

a) The steps taken or impact on conservation

of energy

â¢ Â Â Â Energy Efficiency in Site Operations
and Facilities:Â The Company continued
to adopt energy-efficient equipment
across the project offices and facilities.
This includes the use of BEE-rated
HVAC systems and LED lighting
to lower electricity consumption.
These installations, which were
initiated in previous years, are now
integrated into the Company's broader
ESG management and operational
efficiency frameworks.

â¢ Â Â Â Operational Efficiency through
Low-Carbon Construction:

The Company implemented
energy-efficient construction practices
such as the use of high-performance
superplasticisers and curing
compounds to lower the water-cement
ratio, thereby reducing cement
consumption without compromising
strength. Cement being a high-energy
material, this led to reduced embodied
energy in construction activities.

â¢ Â Â Â Energy conservation through
Material Efficiency Measures:Â Use of

mechanical rebar couplers eliminated
the need for lap joints in steel
reinforcements, resulting in reduced
steel consumption and energy savings.
Additionally, industrial by-products like
fly ash and pond ash were adopted
to replace virgin-natural materials
- cement and soil, reducing energy

use during material extraction and
processing.

â¢ Â Â Â Integrated ESG Data Governance
for Energy Oversight:Â The rollout of
the centralised WEL ESG Data Hub
enabled real-time tracking of over
42 resource and energy indicators
across projects. With the support of
36 ESG Champions and 32 SPOCs,
the platform supports decision-making
with granular, actionable insightsâ
enhancing operational efficiency and
energy performance monitoring.

b) Â Â Â The steps taken by the Company for
utilising alternate sources of energy

â¢ Â Â Â Deployment of Solar Solutions:

Decentralised solar energy systems of
15,796 KWH capacity were deployed
at remote water infrastructure sites
under the Uttar Pradesh Jal Jeevan
Mission. These initiatives reduced grid
dependency and improved energy
self-sufficiency at project locations,
demonstrating the feasibility of clean
energy integration.

â¢ Â Â Â Baseline and Tracking for
Decarbonisation:Â Scope 1 and
2 emissions were systematically
tracked, and a Scope 3 emissions
baseline was developed using a
spend-based approach. This holistic
emission mapping is guiding the
Company's roadmap for climate action
and carbon reduction, including
identification of clean alternatives and
supplier engagement. Decarbonisation
servicing machines & EV Fleet are
deployed at sites.

â¢ Â Â Â Foundation for Carbon Market
Readiness:Â Through enhanced
emissions tracking and low-carbon pilot
initiatives, the Company is aligning its
energy-related sustainability practices
with long-term decarbonisation
pathways. These efforts also
strengthen its readiness for future
carbon credit opportunities.

c) Â Â Â The capital investment on energy
conservation equipment

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

II. TECHNOLOGY ABSORPTION

Your Company continues to advance innovation
in the infrastructure sector by adopting and
developing cutting-edge technologies to enhance
project execution, operational efficiency, and
sustainability. The following initiatives exemplify
your Company's strides in in-house digital tool
development and global collaborations:-

a) The efforts made towards technology

absorption and benefits derived thereof

â¢ Â Â Â Project "WEL-Darpan":Â An analytics
platform offering role-based access
for real-time project data across the
Transport, Water, and Tunnel verticals.
It facilitates informed decision-making
and is integral to all management
reviews.

â¢ Â Â Â Centralized Document Management
System:Â A centralized Document
Management System implemented
across Transport and Water verticals
for secure storage, efficient retrieval,
and seamless document control.

â¢ Â Â Â Data Hub:Â Our centralized data
acquisition system that aggregates
data from project sites into a data lake,
enabling powerful dashboards and
improved accessibility.

â¢ Â Â Â STHITI 2.0 Application:Â A

location-based attendance tracking
app integrated with facial recognition
and the group-wide Samay Attendance
Management System, enhancing
workforce accountability.

â¢ Â Â Â WEL MoM:Â A meeting and task tracking
system with real-time notifications,
automated follow-ups, and centralized
documentation to ensure task
ownership and closure.

â¢ Â Â Â SAP S/4 HANA:Â Implemented as
our core application for real-time
management and monitoring sourcing,
procurement, finance, accounting,
project execution, inventory, and
overall business operations across the
organization. Comes with the benefits
of-

o Enhanced transparency,
accountability, and operational
efficiency.

o Real-time access to business
data, improving strategic
decision-making.

o Reduction in manual interventions
and associated errors.

o Stronger internal controls and
compliance readiness.

o Scalable platform for future digital
expansion and upgrades.

â¢ Â Â Â CV Sangrah:Â An Al-enabled CV
repository integrated with the careers
portal, supporting efficient candidate
shortlisting and live tracking of open
positions for streamlined hiring.

â¢ Â Â Â 3D/4D/5D BIM:Â Implemented on the
Dharavi project for enhanced building
coordination using clash detection tools
and time/cost-integrated modelling,
ensuring issue-free construction and
proactive planning.

These initiatives reflect your Company's
strong focus on digital transformation
and process excellence, setting new
benchmarks in infrastructure execution.

b) I n case of imported technology (imported
during the last three years reckoned from
the beginning of the FY): Not Applicable

c) Â Â Â Expenditure incurred on Research and
Development: Nil

III. Foreign exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual
inflows during the year and the Foreign Exchange
outgo during the year in terms of actual outflows:
During the FY 2024-25, there were no foreign
exchange earnings and outgo.

13. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

CSRSpend

CSR Beneficiaries

' 5.09 Crore

Over 30,000+

Lives impacted cumulatively
(4 States & 1 UT, 14 Districts, 93 Villages)

In the FY 2024-25

The CSR initiatives of your Company is enshrined in the
three E's which have become guiding principles of the
CSR initiatives: Education, Empowerment (of Women)
and Environment & Health. During the FY 2024-25,
your Company has spent ?5.09 Crore towards CSR
expenditure, as outlined in Schedule VII of the Act and
according to the CSR Annual Action Plan approved
by the CSR Committee and the Board from time to
time. This expenditure was managed through Welspun
Foundation for Health and KnowledgeÂ ("WFHK").

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

The annual report on the CSR activities undertaken
during the FY ended March 31,2025, is in accordance
with Section 135 of the Act and the Companies
(Corporate Social Responsibility Policy) Rules, 2014
("CSR Rules") as set out in Annexure 6 to this Report.
During the year, no revision was made to the CSR
Policy of the Company.

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

14. DETAILS OF ESTABLISHMENT OF CODE OF
CONDUCT FOR REGULATING, MONITORING
AND REPORTING OF TRADING BY INSIDERS

I. Â Â Â Code of Conduct for Regulating,
Monitoring and Reporting of Trading by
Insiders:-

Your Company has established a Code of Conduct
for Regulating, Monitoring and Reporting of
Trading by Insiders ("PIT Policy") for designated
persons, connected persons and the insiders as
defined under the SEBI (Prohibition of Insider
Trading) Regulations, 2015 ("PIT Regulations").
The PIT Policy ensures appropriate measures to
prevent unfair practices. The Audit Committee
reviews the Institutional Mechanism for the
prevention of insider trading. Additionally,
periodic training sessions are organized for
creating awareness amongst the insiders about
the PIT Policy and the PIT Regulations.

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

II. Â Â Â Code of Practices and Procedures of
Fair Disclosures of Unpublished Price
Sensitive Information:-

The Code ensures fair disclosure of events and
occurrences that could impact price discovery in
the market.

The Policy is hosted on the website of the
Company atÂ https://www.welspunenterprises.
com/admin/uploads/investerdata/policies/
policies_1747379246.pdf

III. Â Â Â Internal Control Mechanism to prevent
Insider Trading:-

To ensure compliance with the provisions of the
SEBI PIT Regulations, and to prevent instances of

Insider Trading, the Company has implemented
a robust internal control mechanism. As part of
this mechanism, your Company has adopted
a compliance tracking software, 'InsiderLens',
which monitors and tracks trading activities of
designated persons, connected persons, and
insiders.

The Audit Committee periodically reviews
compliance with the said regulations, including
the effectiveness of internal controls and the use
of the compliance software, to ensure adherence
and enhance transparency in dealing with the
Company's securities.

15. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

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

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

a) Changes in Directors

During the year, following changes took place in
the Board:-

The Board of Directors of your Company at
their meeting held on May 26, 2025, based on
the recommendation of the Nomination and
Remuneration Committee ("NRC"), inter alia,
approved the following re-appointments, subject
to the approval by the members of the Company:-

1. Re-appointment of Mr. Balkrishan Goenka
(DIN: 00270175) as the Whole-time
Director ("WTD") & designated as the
Executive Director and Chairman of the
Company:-

Re-appointment of Mr. Balkrishan Goenka
(DIN: 00270175) as the WTD designated
as the Executive Chairman for a further
term of One (1) year commencing from
June 01, 2025 upto May 31, 2026, (both

days inclusive), not liable to retire by
rotation.

2. Â Â Â Re-appointment of Mr. Sandeep Garg (DIN:
00036419) as the Managing Director
("MD"):-

Re-appointment of Mr. Sandeep Garg, (DIN:
00036419) as the MD for a further term of
One (1) year commencing from June 01,
2025 to May 31,2026, (both days inclusive),
liable to retire by rotation.

The requisite declarations and eligibility
confirmations under the provisions of
the Act and SEBI Listing Regulations was
received from Mr. Goenka and Mr. Garg for
considering their re-appointments. It was
also confirmed that the director(s) have not
been debarred from holding the office of
director by virtue of any SEBI order or any
other such authority.

Brief profiles of Mr. Goenka and
Mr. Garg are available on the Company's
website atÂ https://www.welspunenterprises.
com/about-us.php.

The resolution for the re-appointment of
Mr. Goenka and Mr. Garg are being placed
for the approval of the members of the
Company at the ensuing AGM. The required
information as stipulated under Regulation
36 of the SEBI Listing Regulations and
Secretarial Standard on General Meetings
issued by ICSI, has been disclosed in the
Notice of the 31^stÂ AGM.

3. Â Â Â Retirement by rotation and subsequent
re-appointment:-

In accordance with the provisions of Section
152 and other applicable provisions, if any,
of the Act, and the Articles of Association
of your Company, Mr. Rajesh Mandawewala
(DIN: 00007179), Non-Executive Director of
your Company, is liable to retire by rotation
at the ensuing AGM, and being eligible has
offered himself for re-appointment.

Based on performance evaluation and
recommendations of the NRC, the
Board recommends to the members, his
re-appointment as a Non-Executive Director
of the Company, liable to retire by rotation.

Brief profile of Mr. Mandawewala is available
on the Company's website atÂ https://
www.welspunenterprises.com/about-us.
php.

The resolution for re-appointment of
Mr. Mandawewala is being placed for the

approval of the members at the ensuing
AGM. The required information as stipulated
under Regulation 36 of the SEBI Listing
Regulations and Secretarial Standard on
General Meetings issued by ICSI, has been
disclosed in the Notice of the 31^stÂ AGM.

b) Â Â Â Key Managerial Personnel's (âKMPs'')

In terms of Section 203 and Clause 2(51) of
the Act, below mentioned personnel(s) were
designated as the KMPs of the Company for the
FY25:-

â¢ Â Â Â Mr. Balkrishan Goenka, Whole-time Director
& Chairman

â¢ Â Â Â Mr. Sandeep Garg, Managing Director

â¢ Â Â Â Mr Abhishek Chaudhary, Chief Executive
Officer*

â¢ Â Â Â Mr. Lalit Kumar Jain, Chief Financial Officer

â¢ Â Â Â Ms. Nidhi Tanna, Company Secretary and
Compliance Officer

*Appointed w.e.f. November 04, 2024.

c) Â Â Â Remuneration policy and criteria for
selection of candidates for appointment as
Directors, KMPs and Senior Management

The Company has in place a policy for
remuneration of Directors, KMPs and Senior
Management as well as a well-defined criterion
for the selection of candidates for appointment
to the said positions, which has been approved
by the Board. The Policy broadly lays down the
guiding principles, philosophy and the basis for
payment of remuneration to the Executive and
Non-Executive Directors (by way of sitting fees
and commission), KMPs and Senior Management.
The criteria for the selection of candidates for
the above positions cover various factors and
attributes, which are considered by the NRC and
the Board while selecting candidates.

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

d) Â Â Â Managerial Remuneration

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

Executive Directors of the Company. In terms
of applicable laws, there is no mandatory stock
ownerships requirement for the Executive
Directors.

NRC administers the stock and performance
incentives plans of the Company and determines
the eligibility of all the employees including
the Executive Directors. Particulars of the
remuneration payable to the Executive Directors
of the Company for the year under report is as
under:-

Particulars	Mr. Balkrishan Goenka Chairman (Executive)	Mr. Sandeep Garg Managing Director"
Salary	7.50	4.25
Perquisites	Nil	Nil
Commission#	2%	Nil
Variable Pay	Nil	1.25
Service Contract/ Term of appointment*	May 31,2025	May 31, 2025
Notice Period (as per Company's policy)	3 months	3 months
Severance Fees	Nil	Nil
Stock Options	Nil	Nil

# Â Â Â the Company has provided for commission, at the
rate of 2% of consolidated profits, in the financial
statement of the Company.

^AÂ excludes ' 2.50 Crore (fixed + variable) paid for the
FY 24-25 from Adani Welspun Exploration Limited
("Associate Companyâ)

* Â Â Â the Board of your Company approved and
recommends to the members, re-appointment of Mr.
Goenka as the Whole-time Director and Chairman
and Mr. Sandeep Garg as the Managing Director of
your Company for a further tenure of 1 (One) year
w.e.f. June 01, 2025

Mr. Sandeep Garg, Managing Director of
your Company, was neither in receipt of any
commission from the Company nor remuneration
or commission from the subsidiary company(ies).

Mr. Balkrishan Goenka, Chairman (Executive)
of your Company, who was in receipt of
remuneration of ? 7.50 Crore from the Company
and was eligible for commission of 2% of the
annual profit (excluding profit/(loss) from capital
receipts and assets disposition) of the Company
on a consolidated basis amounting to ? 7.16
Crore for the FY 2024-25, was not in receipt
of any remuneration or commission from the
subsidiary company(ies).

e) Declaration by the Independent Director(s)

The Independent Directors have given a
declaration that they meet the criteria of
independence as provided under Section 149(6)
of the Act and the SEBI Listing Regulations, at the
beginning of the year and that there is no change
in the circumstances as on the date of this report
which may affect their status as an Independent
Director of your Company.

Your Board confirms that in its opinion, the
Independent Directors fulfills the conditions as
prescribed under the Act and the SEBI Listing
Regulations, and they are independent of the
management. The Independent Directors on
the Board of your Company are registered
with the Indian Institute of Corporate Affairs
("IICA"), Manesar, Gurgaon as notified by the
Central Government under Section 150(1) of
the Act and Rules and they have cleared the
online proficiency self-assessment test within
the time prescribed by the IICA. Further, in the
opinion of the Board, the Independent Directors
possess requisite skills, expertise, experience
and integrity. For details on the required skills,
expertise, experience, please refer to the
disclosure made in the Corporate Governance
Section, forming part of this Annual Report.

None of the Directors of your Company are
disqualified from being appointed as Directors
as specified under Section 164(1) and Section
164(2) of the Act read with Rule 14(1) of the
Companies (Appointment and Qualifications
of Directors), Rules, 2014 or are debarred or
disqualified by the SEBI, MCA or any other such
statutory authority.

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

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

b) Â Â Â have not accepted or have a "Family
Member who accepts any payments from
the Company or any parent or subsidiary of
the Company in excess of $60,000 during
the current fiscal year", other than those
permitted by SEC Rule 4200 definitions,
including:-

i) Â Â Â payments arising solely from
investments in the Company's
securities; or

ii) Â Â Â payments under non-discretionary
charitable contribution matching
programs. Payments that do not meet
these two criteria are disallowed.

c) Â Â Â were not a Family Member of an individual
who is, or during the past three years
was employed by the Company or by any
parent or subsidiary of the Company as an
executive officer;

d) Â Â Â have not been affiliated with a Company that
is an adviser or consultant to the Company
or a member of the Company's senior
management;

e) Â Â Â have not been affiliated with a significant
customer or supplier of the Company;

f) Â Â Â have no personal service contract(s) with
the Company or a member of the Company's
senior management;

g) Â Â Â have not been affiliated with a not-for-profit
entity that receives significant contributions
from the Company;

h) Â Â Â were not a partner or employee of the
Company's outside auditor during the past
three years and

i) Â Â Â do not have other conflict of interest that the
board itself determines to mean they cannot
be considered independent.

Except as stated below, no perquisites were paid,

and no service contracts were entered into with

the Non-Executive Independent Directors of your

Company for FY 2024-25:-

Sl. No.	Name of the Non-Executive Independent Directors	Remuneration (including Sitting Fees)
1.	Mr. S Madhavan	0.50
2.	Mr. Raghav Chandra	0.34
3.	Dr. Aruna Sharma	0.30
4.	Dr. Anoop Kumar Mittal	0.30
5.	*Mr. Sudhir Mital	0.01

* resigned w.e.f. July 1 1, 2025 (close of business
hours)

The above-mentioned remuneration inclusive of
sitting fees paid to the Independent Directors
for attending all their meetings including
the meetings of the Board of Directors, its
Committee(s) and General Body, was pursuant
to the prior approval of the members of the
Company in terms of Regulation 17(6)(a) of SEBI
Listing Regulations and Section 197 of the Act.

f) Formal Annual Evaluation

Background

I n terms of the requirements of the Act read
with the Rules issued thereunder and the SEBI
Listing Regulations, the Board carried-out the
annual performance evaluation of the Board of
Directors as a whole, Committees of the Board
and Individual Directors.

The performance evaluation of the Board,
its Committees and individual directors was
conducted by the entire Board (excluding the
Director being evaluated) on the basis of a
structured questionnaire which was prepared after
taking into consideration inputs received from the
Directors covering various aspects of the Board's
functioning viz. adequacy of the composition of
the Board and its Committees, time spent by
each of the directors; accomplishment of specific
responsibilities and expertise; conflict of interest;
integrity of the Director; active participation and
contribution during discussions, governance and
ESG parameters. The questionnaire along with
criteria for Board evaluation is duly approved by
NRC based on the guidance note issued by the
SEBI and is reviewed periodically and updated
in-line with the change in the business and
regulatory framework. Performance evaluation
is facilitated by the Chairman of the Board who
is supported by the Chairman of the NRC.

Mode of evaluation

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

For the FY 2024-25, the annual performance
evaluation was carried out by the Independent
Directors, NRC and the Board, which included
evaluation of the Board, Independent Directors,
Non-Independent Directors, Executive
Directors, Chairman, Committees of the Board.
Further, assessment with respect to the quality,
quantity and timeliness of flow of information
between the Company's management and
the Board that is necessary for the Board to
effectively and reasonably perform their duties
was also conducted.

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

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

Evaluator

Evaluatee

Process

Parameters

â¢ Â Â Â NRC

â¢ Â Â Â Board

^â¢Â Â Â Â Independent
Directors

^â¢Â Â Â Â Board as a whole

^â¢Â Â Â Â Committees

â¢ Â Â Â Individual
Directors

^â¢Â Â Â Â Chairman

^â¢Â Â Â Â MD

â¢ Â Â Â CEO

â¢ Â Â Â Internal
Assessment

^â¢Â Â Â Â Online Portal

â¢ Â Â Â Structured
Questionnaire

â¢ Â Â Â Structure
composition &
meeting

^â¢Â Â Â Â Performance &
effectiveness

â¢ Â Â Â Obligations
functions &
governance

^â¢Â Â Â Â Quality,
transparency and
independence etc.

Results

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

â¢ Â Â Â Board expresses satisfaction on its
functioning and that of its Committees;

â¢ Â Â Â Board has demonstrated strong
effectiveness across key areas including
strategic oversight, decision making,
governance, and stakeholder engagement;

â¢ Â Â Â Directors collectively confirmed that Board
operates transparently, with high ethical
standards and a sound understanding
of your Company's strategic priorities
and risks. While overall performance is
satisfactory, continued focus on enhancing
diversity, succession planning, and Board-
management engagement could further
strengthen the Board's effectiveness.

â¢ Â Â Â Executive Director is action oriented and
ensure timely implementation of board
decisions. The Director effectively leads
discussions on business issues;

â¢ Â Â Â The Chairman leads the Board effectively,
encourages contribution from all members,
provides clear strategic guidance,
encourages discussion and listens to
diverse viewpoints.

g) Familiarization program for Independent
Directors

111Â Â Â Â 243^

Programmes Â Â Â Hours

The familiarization program aims to provide the
Independent Directors with the scenario of the
infrastructure industry, the socio-economic
environment in which the Company operates,
the business model, the operational and
financial performance of the Company,
significant development to enable them to
take well-informed decisions in timely manner,
governance standards and practices of the
Company. The familiarization program also
seeks to update the directors on their roles,
responsibilities, rights and duties under the Act
and other statutes.

Your Company has in place a structured induction
and familiarisation programme for its Directors.
Upon appointment, Directors receives a Letter
of Appointment setting out in-detail, the terms of
appointment, duties, responsibilities, obligations,

Code of Conduct to regulate, monitor and report
trading by Designated Persons for Prevention of
Insider Trading and Code of Conduct applicable
to all Directors and Senior Management. They are
also updated on all business-related issues and
new initiatives.

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

The policy along with brief details on the
Company's familiarization program is hosted
on the website of the Company atÂ https://
www.welspunenterprises.com/admin/uploads/
investerdata/policies/policies_1709621592.pdf

h) Â Â Â Policy on directors' appointment,
remuneration and other details

The salient features of the Company's "NRC
Policy" on directors' appointment, remuneration
and other matters provided in Section 178(3)
of the Act has been disclosed in the Corporate
Governance Section, forming part of this Annual
Report.

i) Â Â Â Number of meetings of the Board

The Board meetings are convened regularly
to review and determine the Company's
business plans and strategies, alongside other
key governance matters. It maintains robust
operational oversight with quarterly meetings
featuring comprehensive presentations.
Board and Committee meetings are scheduled in
advance and a tentative annual calendar is shared
with Directors well ahead of time, enabling them
to plan their schedules effectively and participate
meaningfully in discussions. Only in case of
special and urgent business matters, if the need
arises, Board's or Committee's approval is taken
by passing resolutions through circulation or
by calling the Board/Committee meetings at a
shorter notice, in accordance with the applicable
law.

The agenda for the Board and Committee
meetings includes detailed notes on the items
to be discussed to enable the Directors to make
an informed decision.

The Board met 6 (Six) times during the FY
2024-25, the details of which are given in the
Corporate Governance section, forming part
of this Annual Report. The maximum interval
between any two meetings did not exceed 120
days, as prescribed in the Act and the SEBI
Listing Regulations.

j) Â Â Â Committee of the Board of Directors

The Board Committees plays a crucial role in
the governance structure of the Company and
have been constituted to deal with specific
areas / activities as mandated by applicable
regulations; which concerns the Company and
need a closer review. Majority of the members
constituting the Committees are Independent
Directors and each Committee is guided by its
Charter or its terms of reference, which provide
for the composition, scope, objective, powers
& duties and responsibilities. The Chairperson
of the respective Committee informs the Board
about the summary of the discussions held in the
Committee Meetings. The minutes of the Meeting
of all Committees are placed before the Board
for review and the signed minutes are circulated
to the Board as required under Secretarial
Standard I.

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

k) Â Â Â Shareholding of the directors of the
Company as on March 31,2025

Refer Corporate Governance Section, forming part
of this Annual Report, for detail of shareholding
of directors.

Except as mentioned in the Corporate
Governance Report, none of the other Directors
hold any shares in the Company.

16. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

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

Your Company has formulated a Policy on Whistle
Blower and Vigil Mechanism ("WB Policy") that
provides adequate safeguards against unfair
treatment to its employees and various stakeholders
and provides for direct access to the Chairman of
the Audit Committee in exceptional cases. It also
assures them of the process that will be observed to
address the reported violation, further the protected
Disclosures and other communication can be made in
writing by an e-mail addressed to the Head Ethics and/
or the Chairman of the Audit Committee. The Policy

also lays down the procedures to be followed for
tracking complaints, giving feedback, conducting
investigations and taking disciplinary actions. It also
provides assurances and guidelines on confidentiality
of the reporting process and protection from reprisal
to complainants. The Audit Committee oversees the
functioning of this policy and no personnel have been
denied access to the Audit Committee of the Board.

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

27 (twenty-seven) whistle-blower complaints were
received during the FY 2024-25 and suitable action
has been taken in accordance with the WB policy.

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

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

17. POLICY ON PREVENTION OF SEXUAL
HARASSMENT OF WOMEN ("POSH") AT
WORKPLACE

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

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

For the status on POSH Complaints during the
year, refer the Corporate Governance Section No.
XIV, forming part of this Annual Report. Your Company
is committed to providing safe and conducive work
environment to all its employees and associates.

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

The Policy on POSH at Workplace is hosted
on the Website of the Company atÂ https://
www.welspunenterprises.com/admin/uploads/
investerdata/policies/policies_1716273129.pdf

18. Â Â Â PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Pursuant to Section 186(11)(a) of the Act, your
Company being engaged in the business of providing
infrastructural facilities is exempted from the
requirement of providing the particulars of loans
made, guarantees given or securities provided or any
investment made.

19. Â Â Â PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

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

I n line with the requirements of the Act and the
SEBI Listing Regulations, all RPTs are placed before
the Audit Committee for their review and approval
and recommendation to the Board for its approval,
wherever required. Prior omnibus approval of the
Audit Committee and the Board is obtained for all the
transactions which are foreseen, repetitive in nature.
A statement giving details of all RPTs is placed before
the Audit Committee for their noting every quarter.

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

None of the Directors and the KMPs have any
pecuniary relationships or transactions vis-a-vis
the Company. The Directors draw attention of the
Members to Note No. 54 of the standalone financial
statements setting out the disclosure on RPTs for the
FY 2024-25.

In accordance with the requirements of the Act and
the SEBI Listing Regulations, your Company has
framed a Policy on RPT which is hosted on the website

of the Company atÂ https://www.welspunenterprises.
com/admin/uploads/investerdata/policies/
policies_1690356600.pdf

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

20. Â Â Â PARTICULARS OF EMPLOYEES

There are 10 (Ten) employees who were in receipt of
remuneration of not less than ?1,02,00,000 (Rupees
One Crore and Two Lakh Only), if employed for the
full year and no employee who was in receipt of
remuneration of not less than ?8,50,000 (Rupees
Eight Lakh and Fifty Thousand Only) per month if
employed for part of the year. Disclosures concerning
the remuneration and other details as required in terms
of Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in
Annexure 7 to this Report. Your Directors affirm that
the remuneration is as per the remuneration policy of
the Company.

Further, details of employee remuneration as required
under provisions of Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the aforesaid Rules is
available for inspection at the Registered Office of
your Company during working hours. As per second
proviso to Section 136(1) of the Act and second
proviso of Rule 5 of the aforesaid Rules, the Annual
Report has been sent to the members excluding the
aforesaid exhibit. Any member interested in obtaining
copy of such information may write to the Company
Secretary & Compliance Officer atÂ Companysecretary_
wel@welspun.com

21. Â Â Â CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to
upholding the best practices of Corporate Governance.
The principles of Corporate Governance form an
integral part of the core values and culture of your
Company, guiding its conduct and decision-making
across all levels. Your Company remains fully compliant
with the applicable provisions relating to Corporate
Governance.

In accordance with Regulation 34 of the SEBI Listing
Regulations, the Report on Corporate Governance for
the FY forms an integral part of this Annual Report and
is presented in a separate section.

A certificate from M/s. Mihen Halani & Associates,
Practicing Company Secretaries, confirming
compliance with the conditions of Corporate
Governance as specified in Part E of Schedule V of
the SEBI Listing Regulations, is annexed to the said
report.

22. Â Â Â ENHANCING STAKEHOLDER VALUE

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

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

23. Â Â Â BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

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

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

24. Â Â Â MANAGEMENT DISCUSSION AND ANALYSIS
REPORT ("MDA")

The MDA Report on the operation of the Company
as required under the SEBI Listing Regulations, is
presented in a separate Section and forms part of
this Annual Report.

25. Â Â Â RISK MANAGEMENT POLICY

With your Company's expansion across diverse
business verticals in India, it remains exposed
to various risks such as strategic, operational,

financial, and regulatory that could impact growth
and profitability. To manage these effectively, a
structured Risk Management PolicyÂ ("RMP")Â is in
place, supported by a Risk Management Committee
("RMC")Â comprising of Independent Directors and the
Managing Director.

The Policy enables identification and categorization of
risks as Low, Medium, or High based on their severity.
The RMC, along with senior management, regularly
reviews risks including cybersecurity and data privacy
and recommends mitigation measures to ensure the
risk profile remains aligned with the dynamic business
environment.

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

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

26. Â Â Â LITIGATION, CLAIMS AND UNCERTAIN TAX
POSITIONS

The Company is exposed to a variety of different
laws, regulations, positions and interpretations
thereof which encompasses taxation and legal
matters. In the normal course of business, provisions
and contingencies may arise due to uncertain tax
positions and legal matters. Based on the nature of
matters, the management applies various parameters
when considering evaluation of risk, expert opinions,
including how much provision to be made in books
of accounts considering the potential exposure
of each of the matters in consultation with the
Statutory Auditors. The aforesaid potential exposures
may change substantially over time as new facts
emerge as each matter progresses, hence these are
reviewed regularly/periodically. The Audit Committee
is appraised on quarterly and/or regular basis any
litigation related risks. Reference is drawn to the "Key
audit matters" by the auditors in their reports on the
above matters.

27. Â Â Â MICRO, SMALL AND MEDIUM ENTERPRISE
("MSME")

Your Company has registered itself on Trade
Receivables Discounting System PlatformÂ (TReDS)
through the service providers Invoicemart.
Your Company complies with the requirement of
submitting a half yearly return to the Ministry of

Corporate AffairsÂ ("MCA")Â within the prescribed
timelines.

28. Â Â Â COMPLIANCE ON MATERNITY BENEFIT ACT,
1961

Your Company has complied with the applicable
provisions of Maternity Act, 1961 for female
employees with respect to leaves and maternity
benefits thereunder.

29. Â Â Â COMPLIANCE MANAGEMENT

At Welspun, regulatory compliance is a core aspect
of our operations. Your Company has a robust
Compliance Management Framework that reflects
our commitment to a strong compliance culture and
adherence to all applicable laws and regulations.
This framework covers our compliance philosophy,
monitoring of regulatory changes, responsibility
allocation, and ongoing training.

To support this, a comprehensive compliance
management tool has been deployed across all
projects and site offices. Customized checklists
are developed for each unit, with tasks assigned
to specific owners and reviewers to ensure timely
completion and updates. A centralized repository
facilitates easy access and monitoring, with regular
updates to reflect regulatory changes.

In line with best governance practices, the Compliance
Officer submits quarterly reports to the Audit
Committee and the Board, highlighting compliance
status and key issues. External consultants assist in
maintaining updated checklists for all project sites and
offices, ensuring full legal coverage. This structured
and proactive approach reinforces your Company's
strong foundation in compliance and ethical
governance.

30. Â Â Â INVESTOR RELATIONS

Your Company continued its interactions with
domestic and overseas analysts, investors, and Fund
Houses, establishing a relationship of transparency
and mutual understanding.

The management of your Company engages with
the investor community through different means
such as one-on-one meetings, group meetings,
conducting road shows, participation in conferences
organized by investors/broking houses and, through
AGM's. Additionally, your Company conducts
quarterly earnings conference calls/meets with
investors, analysts and Fund Houses, following the
announcement of its un/audited financial results.
These interactions take place virtually (audio and/or
video) and aims to provide a comprehensive overview
of your Company's operations, business and financial
performance, as well as industry developments.

To ensure transparency and equal access of
information to all stakeholders and the general
public, your Company uploads relevant details of
the schedules, presentations, outcomes, recordings,
transcripts etc. and on the websites of the Stock
Exchanges where its equity shares are listed.

Your Company had adopted the Investor Grievance
Redressal Mechanism Policy to promote and build
prompt Investor Grievance redressal mechanism and
investor friendly relations. The said policy recognized
the Investor's right and access them to raise a query
or record a grievance, which would also enable
your Company to use investors' view as a feedback
mechanism.

The Investor relations information is hosted on
website of the Company atis hosted on website of
the Company atÂ https://www.welspunenterprises.
com/investors.php.

Silent Period

Your Company, voluntarily as a good governance
practice, observes a 'Silent/ Quiet period' prior to the
announcement of its quarterly and annual financial
results to safeguard price sensitive information
and avoid unintended slippage of information.
During this period, no interactions are held with
investors, analysts, fund or media houses to ensure
protection of Company's unpublished price sensitive
information.

31. Â Â Â CYBER SECURITY

Cybersecurity is a critical component of your
Company's overall Enterprise Risk Management
framework. Our vision is to build a resilient digital
ecosystem that safeguards sensitive data, ensures
regulatory compliance, mitigates emerging threats,
and supports innovation and business continuity
across the value chain.

The key objectives of our cybersecurity program
include:

â¢ Â Â Â Risk Reduction

â¢ Â Â Â Regulatory Compliance

â¢ Â Â Â Business Continuity

â¢ Â Â Â Resilience and Recovery

Our Security Framework is aligned with global
standards such as NIST and ISO 27001, with
comprehensive policies in place across all business
domains. Additionally, a structured Cybersecurity
Awareness Program has been implemented for
employees and senior management to promote a
strong security culture.

32. Â Â Â OTHER DISCLOSURES

During the year under report:-

â¢ Â Â Â there was no change in the general nature of
business of your Company.

â¢ Â Â Â no material change or commitment has occurred
which would have affected the financial position
of your Company between the end of the FY to
which the financial statements relate and the
date of this Report.

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

â¢ Â Â Â no funds were raised through preferential
allotment or qualified institutional placement.

â¢ Â Â Â no significant and material order was passed by
the regulators or courts or tribunals which would
have impacted the going concern status and the
Company's operations in future.

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

â¢ Â Â Â the Board of Directors affirms that the Company
has complied with the applicable provisions of
Secretarial Standard 1 and Secretarial Standard
2, "Meetings of the Board of Directors" and
"General Meetings", respectively, issued by the
Institute of Companies Secretaries of India.

â¢ Â Â Â there were no proceeding initiated/pending
against your Company under the Insolvency and
Bankruptcy Code, 2016.

33. ENVIRONMENT, HEALTH & SAFETY

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

The Health, Safety & Environment policy of the
Company is hosted on the website of the Company at
https://www.welspunenterprises.com/admin/uploads/
investerdata/policies/policies_1723529671.pdf

34. Â Â Â DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) Â Â Â your directors selected such accounting policies
and applied them consistently and made
judgments and estimates that are reasonable
and prudent to give a true and fair view of the
state of affairs of the Company at the end of the
financial year and of the profit and loss of the
Company for that period;

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

d) Â Â Â your directors had prepared the annual accounts
on a going concern basis;

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

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

35. Â Â Â ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Balkrishan Goenka
Place:Â Mumbai Â Â Â Chairman

Date:Â May 15, 2025 Â Â Â DIN: 00270175

Mar 31, 2024

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

1. FINANCIAL RESULTS

(' in Crore)

Particulars	Standalone		Consolidated
Â	FY 2023-24	FY 2022-23 (Re-stated)	FY 2023-24	FY 2022-23
Revenue from operations	2,450.44	2,676.38	2,872.28	2,758.19
Other income	102.31	98.63	191.03	143.45
Total Revenue	2,552.75	2,775.01	3,063.31	2,901.64
EBITDA	438.92	335.21	616.47	391.09
EBITDA Margin (%)	17.19	12.08	20.12	13.48
Finance Cost	33.41	75.52	109.79	118.76
Earnings before Depreciation, Exceptional Item and Tax	405.51	259.69	506.68	272.33
Depreciation/Amortisation	9.71	9.59	27.56	13.10
Exceptional Items*	-	564.86	-	482.99
Share of Profit/(loss) from associates and joint ventures companies	-	-	(0.58)	(0.79)
Profit Before Tax from continuing operations	395.80	814.96	478.54	741.43
Tax expenses	110.65	46.94	129.70	57.01
Net Profit for the year from continuing operations	285.15	768.02	348.84	684.42
Net Profit/(loss) from discontinued operations	-	-	(29.44)	41.64
Profit for the year	285.15	768.02	319.40	726.06
Earnings Per Share	Â	Â	Â	Â
Basic (')	20.78	51.21	21.51	48.19
Diluted (')	20.54	51.09	21.25	48.08

*Exceptional item includes gain on sale of 6 projects to Actis Highways during FY 2022-23.

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

2. PERFORMANCE HIGHLIGHTS FOR THE YEAR AND OUTLOOK

(a) Performance highlights for the financial year ended March 31, 2024 are as under

(' in Crore)

Product	Standalone		Consolidated
Â	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Engineering, Procurement & Construction andÂ other operating income	2,450.44	2,676.38	2,859.94	2,745.74
Revenue from BOT Business	-	-	12.34	12.45

(b) Since the last report the following developments took place

KEY ANNUAL ACHIEVEMENTS

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

â¢ Secured a landmark project worth '4,925 Crore (including GST) for the developmentÂ of a new 2,000 MLD Water Treatment PlantÂ at Bhandup Complex from BrihanmumbaiÂ Municipal Corporation.

â¢ Your Company was bestowed with 2 national accolades at the 15^thÂ CIDC VishwakarmaÂ Awards, Construction HSE Award for EPCÂ work at Varanasi Aurangabad Road ProjectÂ and Artisans and Supervision Award for UPÂ JJM Mission.

â¢ Five of the completed road projects were highlighted in the NHAI's e-Coffee Table BookÂ - 75 Milestones.

TRANSPORTATION VERTICAL

In alignment with the government's plan for significant investments and a strong growthÂ trajectory in the road and highway sector, alongÂ with substantial allocations under the NationalÂ Infrastructure Pipeline (NIP), your CompanyÂ has continued to demonstrate sustainableÂ development and high-quality engineering in theÂ transportation vertical. A few details about thisÂ are provided below:

â¢ Â Â Â Inauguration by Hon'ble PM: The UttarÂ Pradesh Section of the Varanasi-AurangabadÂ Road Project was inaugurated by Hon'ble PrimeÂ Minister Shri Narendra Modi on February 23,Â 2024, highlighting our contribution to nationalÂ infrastructure development.

The EPC work of Varanasi Aurangabad NH-2 is progressing well and the Company is onÂ track to complete the project as per agreedÂ schedule.

â¢ Â Â Â Featured Projects in NHAI e-Coffee TableÂ Book: Five of your Company's completedÂ projects: Delhi Meerut Expressway - India'sÂ First 14 Lane Expressway, Chikkhali-TarsodÂ Highway on NH-53, Four Laning of Roorkee-Chhutmalpur- Gagalheri Section of NH 73 andÂ Chhutmalpur-Ganeshpur Section of NH-72A,Â Gagalheri-Saharanpur-Yamunanagar SectionÂ of NH-73, and Eight Laning of a Section ofÂ NH-44 (Old NH-1) from Mukarba ChowkÂ to Panipat, were highlighted in the NHAI'sÂ e-Coffee Table Book - 75 Milestones of

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

â¢ Â Â Â Award-Winning Highway Project: YourÂ Company's Chikhli-Tarsod Highway ProjectÂ earned the prestigious ASSOCHAM 'UniqueÂ Highway Project of the Year' award, presentedÂ by Hon'ble Minister Shri Nitin Gadkari,Â underscoring our innovative approach toÂ highway construction.

â¢ Â Â Â G20 Summit VIP Route Recognition: The

Mukarba Chowk-Panipat road was selected by the Government of Delhi for the VIPÂ movement of G20 Summit delegates. OurÂ team's dedication to the road's beautificationÂ and maintenance was praised by the Officials.

â¢ Â Â Â Provisional Commercial Operation DateÂ (PCOD-III): On February 04, 2024, NHAIÂ issued Provisional Commercial Operation DateÂ (PCOD-III) for the Mukarba Chowk PanipatÂ Road Project (MCPRP), a BOT model projectÂ in Delhi and Haryana. Your Company hasÂ commenced toll collection for the extendedÂ road length, marking a significant milestone.

â¢ Â Â Â Progress on major projects: Construction ofÂ one of the widest extradosed bridge on GangaÂ River from Aunta-Simaria section of NH-31 inÂ Bihar has gathered pace in execution and weÂ anticipate this to continue as we target theÂ completion. The bridge work is completedÂ by more than 90%. The balance works areÂ primarily road and approach which we target toÂ complete in FY25. Your Company's HAM roadÂ project of Sattanathapuram NagapattinamÂ is progressing at a pace slower than theÂ Company's plan. Your Company has interactedÂ with clients on both non availability of pondÂ ash and earth materials and delays in approvalÂ of mines for Earth extraction. Your CompanyÂ remain confident to deliver the project onÂ targeted timelines.

â¢ Â Â Â Strengthing Transportation Vertical: YourÂ Company has undertaken several initiativesÂ to strengthen its transportation verticalÂ business, including implementing advancedÂ design software, strengthen the supplyÂ chain management team, and supportingÂ contractor's cash flow. Your Company has alsoÂ introduced WEL Darpan V2.0 for interactiveÂ project data visualization, launched ProjectÂ Hawk for live drone monitoring with AI tracking.

â¢ Â Â Â Robust Bid Pipeline: As of April 2024, NHAI'sÂ bid pipeline is robust, standing at ' 108,000Â Crore with project distribution being diverseÂ across HAM (42%), BOT (25%), and EPC (33%).Â NHAI's pipeline includes various tenders underÂ Bharatmala, NH (O), and NHDP.

Your Company will be focusing on the upcoming road projects on selective opportunities fromÂ NHAI's bid pipeline, including BOT Toll, EPC andÂ HAM projects, along with state governmentÂ projects and tunnelling in the transportationÂ sector. To explore the adjacency, your CompanyÂ bidded for metro project however the same wasÂ not awarded.

WATER VERTICAL

In alignment with government initiatives, for developing water supply systems, sewageÂ treatment plants, and sanitation facilities in India,Â particularly in urban areas, such as Atal MissionÂ for Rejuvenation and Urban TransformationÂ (AMRUT), Smart Cities Mission, Jal JeevanÂ Mission, and Swachh Bharat Mission whichÂ focuses on enhancing water infrastructure,Â your Company has continued to demonstrateÂ sustainable development and high-qualityÂ engineering in the water vertical. A few detailsÂ about this are provided below:

â¢ Â Â Â Pioneering Water Projects: On February 29,Â 2024, your Company secured a landmarkÂ project worth ?4,925 Crore (including GST)Â for the development of a new 2,000 MLDÂ Water Treatment Plant at Bhandup ComplexÂ from Brihanmumbai Municipal Corporation.Â This is the largest drinking water treatmentÂ plant in India and Asia, leveraging advancedÂ technology in partnership with Veolia, France.

â¢ Â Â Â Prestigious Award Recognition: YourÂ Company received the EPC World awardÂ for "Outstanding Contribution in UrbanÂ Infrastructure (Water Project)" for ourÂ Dewas Industrial Area Water Supply Project,Â presented by Hon'ble Union Minister, ShriÂ Nitin Gadkari.

â¢ Â Â Â Waste Water Treatment: Earlier in FY 202223, your Company bagged a contract fromÂ Brihanmumbai Municipal CorporationÂ amounting to ?4,885 Cr (including GST) forÂ the design, build, operation, and maintenanceÂ of a 418 MLD Waste Water Treatment FacilityÂ and a 209 MLD Tertiary Treatment PlantÂ at Dharavi, Mumbai. Leveraging advancedÂ multi-tier construction technology withÂ a strong emphasis on sustainability, thisÂ project will boast a record-low footprint for itsÂ treatment capacity.

The construction is progressing rapidly to ensure timely completion, once the plantÂ is operational, it will supply 209 MLD ofÂ tertiary treated waste water for industrial,

construction, and gardening purposes, significantly reducing stress on fresh waterÂ resources.

â¢ Â Â Â Rural Water Supply Initiatives: Your CompanyÂ is executing water supply schemes for overÂ 2,500 villages across 5 districts of UttarÂ Pradesh viz. Sant Ravidas Nagar, Jaunpur,Â Ambedkar Nagar, Ayodhya, and Bulandshahr,Â amounting to ?4,263 Crore (including GST)Â under the Jal Jeevan Mission. Majority workÂ for the same is scheduled for completion byÂ FY 2025, and shall benefit approximately 4Â million rural residents, aligning with WelspunÂ World's vision of "Har Ghar se Har Dil TakÂ Welspun".

â¢ Â Â Â Strengthing Water Vertical: Your CompanyÂ has undertaken several initiatives to strengthenÂ its water vertical business, includingÂ implementing advanced technologies, suchÂ as a digital dashboard, Power BI, and 5DÂ BIM, to enhance project monitoring, supplyÂ chain performance, and real-time tracking.Â These efforts aim to strengthen projectÂ management capabilities and effectivelyÂ execute complex and technology-drivenÂ water infrastructure projects.

â¢ Â Â Â Robust Bid Pipeline: Government of India andÂ various State Governments have introducedÂ policies promoting reuse of treated wasteÂ water for industrial and allied purposes toÂ alleviate the stress on fresh water giving riseÂ to implementation of tertiary level waste waterÂ treatment facilities on advance technologies.

Given these developments, your Company envisions consistent and sustainable growthÂ opportunities within the water vertical acrossÂ its facets and will actively explore large scaleÂ projects. Your Company remains committedÂ to pursuing projects that stands out in termsÂ of scale, complexity and technologicalÂ innovation. Strategically focused on theseÂ opportunities, your Company anticipates thatÂ projects exceeding ?90,000 Crore will enterÂ the bidding stage in FY25.

OIL & GAS

â¢ Â Â Â Investments in Oil & Gas blocks through AdaniÂ Welspun Exploration Ltd (AWEL), a 65:35 JVÂ between Adani Group & your Company.

â¢ Â Â Â Currently 3 assets - 2 in Mumbai Offshore andÂ 1 in Kutch Offshore.

â¢ Â Â Â AWEL has submitted EDP to the regulatorÂ for Block MB-OSN-2005/2 i.e. Mumbai

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

AWEL has awarded the contract for well Design & Engineering and also finalizedÂ FEED Consultant. In line with your Company'sÂ prudent approach, we will commit futureÂ capital only upon clear visibility of commercialÂ viability.

STRATEGY

1) Â Â Â Transportation Vertical:

Explore opportunities within state-level infrastructure projects. Beyond traditionalÂ roadworks, your Company is alsoÂ targeting potential ventures in the broaderÂ transportation sector, particularly inÂ tunnelling projects spanning Metros,Â Highways, and other critical areas withinÂ the transportation sector.

2) Â Â Â Water Vertical:

Water infrastructure is a dynamic and ever evolving sector with newer technologiesÂ being developed across its segments.Â With increasing population, the impactÂ of climate change, depletion of surfaceÂ water sources, and the imperative needÂ for water conservation and treatment,Â there is a constant drive to develop newÂ technologies for greater sustainability inÂ this field. As a result, there are ongoingÂ opportunities in every facet of waterÂ infrastructure, including Water ResourceÂ Management (comprising Dams,Â Barrages, Canals, Tunnels, Lift Irrigation,Â and Micro Irrigation), Water SupplyÂ Schemes (encompassing Treatment,Â Transmission, Reservoirs, Distribution,Â and 24/7 management), and Waste WaterÂ Management (including waste waterÂ collection, Treatment, Disposal, Recycling,Â and Reuse). The primary focus of yourÂ Company is to explore opportunitiesÂ under:

i) Â Â Â Lift and Micro Irrigation projects.

ii) Â Â Â Water Transmission and TreatmentÂ projects.

iii) Â Â Â Waste water treatment projects,Â including the recycling and reuse ofÂ treated water.

3. RETURN TO SHAREHOLDERS

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

Financial Year	Total DividendÂ (in %)	Cash Outflow including TaxÂ (? in Crore)
2023-24 (Proposed)	30	41.52
2022-23*	85	134.96
2021-22	15	22.34
2020-21	15	29.74
2019-20	20	34.56

*Includes special dividend of W7.50/- per equity share to the Shareholders for an aggregate amount of ?112.48 Crore.

I n respect of dividend declared during the previous years, ?0.88 Crore remained unclaimed as onÂ March 31, 2024.

The Board has appointed Ms. Nidhi Tanna, Company Secretary as the Nodal Officer for the purpose ofÂ co-ordination with Investor Education and ProtectionÂ Fund Authority. Details of the Nodal Officer areÂ available on the website of the Company atÂ www.welspunenterprises.com

In accordance with the Distribution Policy - Return to the Shareholders of the Company, the BoardÂ endeavours to achieve distribution of an amount ofÂ profit subject to maximum of 25% of Profit after Tax forÂ a financial year, on consolidated basis or standaloneÂ basis, whichever is higher. For the FY 2023-24, theÂ Board of Directors has recommended a final dividendÂ of ?3/- per equity share of the face value of ?10/-each at the rate of 30% on the equity shares, subjectÂ to shareholders' approval, amounting to ?41.52 Crore,Â which represents 11.90% of profit after tax fromÂ continuing operations on a consolidated basis.

The final dividend shall be paid within a period of 30 (Thirty) days from the date of the 30^thÂ AnnualÂ General Meeting ("AGM"), subject to the approval ofÂ the shareholders. In view of the changes made underÂ the Income-Tax Act, 1961, by the Finance Act, 2020,Â dividends paid or distributed by the Company shall beÂ taxable in the hands of the Members. Your CompanyÂ shall, accordingly, make the payment of the FinalÂ Dividend after deduction of tax at source.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Â Regulations, 2015, as amended ("the SEBI ListingÂ Regulations"), the Company has formulated aÂ Dividend Distribution Policy.

The policy is available on the Company's website atÂ https://www.welspunenterprises.com/admin/uploads/Â investerdata/policies/policies_1690355922.pdf

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

4. Â Â Â FINANCIAL LIQUIDITY

Consolidated cash and cash equivalent as on March 31, 2024, stood at ?252.30 CroreÂ vis-a-visÂ ?327.40 Crore in the previous year. The Company'sÂ working capital management is robust and involves aÂ well organised process, which facilitates continuousÂ monitoring and control over receivables, inventoriesÂ and other parameters.

5. Â Â Â INTERNAL CONTROLS AND INTERNAL AUDIT

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

We adhere to a comprehensive internal control framework that significantly impacts the reliabilityÂ of our financial reporting. This includes periodicÂ control testing to ensure both design and operationalÂ effectiveness, the implementation of necessaryÂ remedial measures, and continuous monitoring by ourÂ Senior Management and the Audit Committee of theÂ Board.

Regular internal audits are a cornerstone of our control system. These audits help identify and rectifyÂ any design deficiencies or operational inefficiencies,Â with improvement measures promptly recommended.Â The Audit Committee of the Board reviews theÂ adequacy of these controls quarterly and/or regularly,Â assessing specific processes to enhance systems andÂ outcomes.

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

Our internal audits are conducted by an independent external audit firm composed of qualified accountantsÂ and industry experts. Based on their reports, weÂ take corrective actions as needed. Significant auditÂ observations, if any, and the corresponding correctiveÂ actions are presented to the Audit Committee of theÂ Board, ensuring continuous improvement and vigilanceÂ in our internal control systems. During the year underÂ review, no material observation has been made by theÂ Internal Auditor or Statutory Auditors of the CompanyÂ in relation to the efficiency and effectiveness of suchÂ controls.

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

6. SUBSIDIARIES/JOINT VENTURES/ASSOCIATEÂ COMPANIES

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 and 8 of the Companies (Accounts)Â Rules, 2014, a statement containing salient featuresÂ of financial statements of subsidiaries in Form AOC-1Â is attached herewith asÂ Annexure 1.

The shareholders may also note that during the financial year under review:

a) Â Â Â Your Company had acquired 50.10% equityÂ shares of Welspun Michigan Engineers LimitedÂ ("WMEL") (formerly known as Michigan EngineersÂ Private Limited) on August 21, 2023, WMELÂ become a subsidiary of your Company w.e.f.Â August 21, 2023.

WMEL is positioned as a prominent EPC company in India with specialisation in niche business ofÂ Tunnelling and Pipeline Rehabilitation in theÂ water & waste water segment with diversifiedÂ projects in Mumbai, Delhi, Kolkata, Gujarat andÂ Odisha. It has executed variety of urban specialtyÂ infrastructure projects including Marine, Bridges,Â Sewage and Drainage involving mechanizedÂ tunnelling solutions, pumping stations, lake tapsÂ etc. Its current order book consists of TunnelingÂ (62%), Pumping Station (13%), RehabilitationÂ (13%), Bridge (10%) and Marine works (2%).

b) Â Â Â After evaluating your Company's strategy forÂ participating in the Sustainable Energy SolutionsÂ and the associated business model, it wasÂ analysed that pursuing this sector as a developerÂ would be capital intensive in nature and involve aÂ longer gestation period as compared to its coreÂ business. Consequently, your Board at its meetingÂ held on November 27, 2023, decided that yourÂ Company shall not pursue the Sustainable EnergyÂ Solutions/New Energy business and approved toÂ transfer its entire shareholding in Welspun NewÂ Energy Limited ("WNEL"), a wholly-subsidiary, toÂ the Promoter Group entities w.e.f. November 27,Â 2023.

c) Â Â Â Mounting Renewable Power Limited becameÂ indirect subsidiary of your Company, throughÂ WNEL, w.e.f. September 02, 2023, and ceasedÂ to be indirect subsidiary pursuant to the transferÂ of its' entire shareholding held in WNEL w.e.f.Â November 27, 2023.

d) Â Â Â Voluntary Liquidation of Welspun Natural ResourcesÂ Private Limited (wholly owned subsidiary of theÂ Company), as per the provisions of Section 59 of

the Insolvency and Bankruptcy Code, 2016, was approved by the National Company Law TribunalÂ ("NCLT"), Ahmedabad Bench, Gujarat, vide its'Â Order dated February 12, 2024.

e) The Board of Directors of your Company had atÂ its' meeting held on April 21, 2023, approvedÂ the Scheme of Amalgamation of wholly ownedÂ subsidiaries, viz. Welspun-Kaveri InfraprojectsÂ Private Limited, Welspun Infraconstruct PrivateÂ Limited, Corbello Trading Private Limited andÂ RGY Roads Private Limited (collectively referredÂ asÂ "Transferor Companiesâ) with WelspunÂ Enterprises Limited ("Transferee Company").Â The Scheme was filed with NCLT, AhmedabadÂ Bench, Gujarat, on June 21, 2023. The certifiedÂ copy of the order was received by your CompanyÂ on February 12, 2024, with Scheme becomingÂ effective from February 14, 2024.

Financial statements of the subsidiaries/joint venture companies are hosted on the website ofÂ the Company atÂ https://www.welspunenterprises.Â com/annual-report.php

The policy on Material Subsidiary as approved by the Board is uploaded on the website of theÂ Company atÂ https://www.welspunenterprises.Â com/admin/uploads/investerdata/policies/Â policies_1690356313.pdf

Consolidated Financial Statements

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

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

The Company shall provide, free of cost, a copy of the Financial Statements of its Subsidiary Companies toÂ the Members upon their request.

7. AUDITORS AND AUDITORS' REPORT

a) Statutory Auditors

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

The Board of Directors at their meeting held on May 21, 2024, basis the recommendation of theÂ Audit Committee approved payment of ?0.51Â Crore (excluding applicable taxes and out-ofpocket expenses) as a remuneration to MGB & Co.Â LLP, Chartered Accountants, Statutory Auditors,Â for the period commencing from the conclusionÂ of the 30^thÂ AGM until the conclusion of 31^stÂ AGM,Â subject to the approval of the shareholders at theÂ ensuing AGM of the Company.

MGB & Co. LLP seamlessly blends modern agility with time-tested business values. They have aÂ dynamic team averaging which is guided by aÂ Senior Management with over 500 years ofÂ combined experience and operate from six keyÂ locations across India as well as an office in Dubai,Â supporting 400+ team members. Over the pastÂ 45+ years, they have built strong relationshipsÂ with 1200+ public and private entities globally.Â They offer diverse services including Assurance,Â Governance & Risk Management, Legal &Â Secretarial Compliance, Direct Taxation, IndirectÂ Taxation, Customs & EXIM Services, CorporateÂ Finance, Asset Management, IT Risk & CyberÂ Security, Business Support Services, InsolvencyÂ & Business Restructuring Support, Valuations,Â CSR & Sustainability, reflect their commitmentÂ to staying at the forefront of industry needs.

The Auditor's Report on the financial statements of the Company for the FY ended March 31,Â 2024, forms part of this Annual Report. The saidÂ report was issued by the Statutory Auditors withÂ an unmodified opinion and does not containÂ any qualifications, reservations or adverseÂ remarks. Auditor's Report is self-explanatory andÂ therefore, does not require further commentsÂ and explanation. During the year under review,Â the Auditors have not reported any fraud underÂ Section 143(12) of the Act and thereforeÂ disclosure of details under Section 134(3)(ca) ofÂ the Act is not applicable. The Audit CommitteeÂ reviews the independence and objectivity ofÂ the Auditors and the effectiveness of the AuditÂ process. Further, MGB & Co. LLP hold a validÂ certificate issued by the Peer Review Board ofÂ the Institute of Chartered Accountants of India.

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

b) Internal Auditors

Pursuant to Section 138(1) of the Companies Act, 2013, (the "Act") read with the CompaniesÂ (Accounts) Rules, 2014, your Company is

required to appoint an internal auditor to conduct internal audit of the functions and activities ofÂ your Company.

Your Board of Directors based on the recommendation of the Audit Committee, hadÂ approved the appointment of Suresh Surana &Â Associates, LLP, Chartered Accountants (LLPÂ Identity No. AAB-7509) to conduct the internalÂ audit of your Company for the FY 2023-24.

Pursuant to the provisions of Section 138 of the Act, read with the Companies (Accounts)Â Rules, 2014, and based on the recommendationÂ of the Audit Committee, the Board of DirectorsÂ approved appointment of Suresh Surana &Â Associates, LLP, Chartered Accountants (LLPÂ Identity No. AAB-7509) as the internal auditorÂ for the FY 2024-25 at a remuneration of ?0.19Â Crore (excluding applicable taxes and out-ofpocket expenses).

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

c) Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)Â Amendment Rules, 2014, your Company isÂ required to maintain cost records as specifiedÂ by the Central Government. Accordingly, theÂ Company has maintained cost accounts andÂ records in the prescribed manner. The recordsÂ maintained by your Company under Section 148Â of the Act are required to be audited by a CostÂ Accountant.

Your Board based on the recommendation of the Audit Committee, approved the appointment ofÂ M/s. Kiran J. Mehta & Co., Cost Accountants (FirmÂ Registration No. 000025), as the Cost AuditorsÂ of the Company to conduct audit of the costÂ records of your Company for the FY 2023-24.Â The Company has received a certificate fromÂ M/s. Kiran J. Mehta & Co., confirming their consentÂ and that they are not disqualified from beingÂ appointed as the Cost Auditors of the Company.Â Your Board based on the recommendation of the

Audit Committee, approved the appointment of M/s. Kiran J. Mehta & Co., Cost AccountantsÂ as the Cost Auditors for the FY 2024-25.Â A remuneration of ?0.03 Crore (excludingÂ applicable taxes and out-of-pocket expenses),Â has been fixed for the Cost Auditors for the FYÂ 2024-25, subject to the ratification of such feesÂ by the Members at the ensuing AGM.

M/s. Kiran J Mehta & Co., a partnership firm of Cost Accountants, is functioning for lastÂ three decades. It started in the year 1977 asÂ a proprietorship concern by Mr. Kiran J Mehta.Â Mr. Mehta was awarded Certificate of Merit in theÂ intermediate as well as the final examinations ofÂ ICWAI at the national level. The firm has its headÂ office at Ahmedabad and a Branch at Vadodara.

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

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

d) Secretarial Auditors

The Board had appointed M/s. Mihen Halani & Associates, Company Secretaries as SecretarialÂ Auditors of the Company to conduct audit of theÂ secretarial records of the Company for the FYÂ 2023-24. The Secretarial Audit Report in FormÂ MR-3 is annexed herewith asÂ Annexure 2Â toÂ this Annual Report. The Secretarial Audit ReportÂ does not contain any qualification, reservation,Â adverse remark or disclaimer.

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment andÂ Remuneration of Managerial Personnel) Rules,Â 2014, and based on the recommendation ofÂ the Audit Committee, the Board of DirectorsÂ approved appointed M/s. Mihen Halani &Â Associates, Company Secretaries as theÂ Secretarial Auditors of the Company for theÂ FY 2024-25 at a remuneration of ?0.02 CroreÂ (excluding applicable taxes and out-of-pocketÂ expenses).

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBIÂ Circulars, the Company has undertaken an auditÂ for the FY 2023-24 for all applicable compliancesÂ as per SEBI Listing Regulations and circulars/Â guidelines issued thereunder.

e) Details in respect of frauds reportedÂ by auditors other than those which areÂ reportable to the Central Government

During the year under review, neither the Statutory Auditors, the Internal Auditors, theÂ Cost Auditors nor the Secretarial Auditor haveÂ reported to the Audit Committee or the Board,Â under Section 143(12) of the Act, any instancesÂ of fraud committed against the Company by itsÂ officers or employees.

8. SHARE CAPITAL, DEBT STRUCTURE AND ITSÂ LISTING

i) Authorised Capital

During the year under review, there was no change in the authorised capital of the Company.Â Your Company has neither issued any sharesÂ with differential rights as to dividends, voting orÂ otherwise nor issued any sweat equity sharesÂ during the year under review.

ii) Â Â Â Issue of equity shares with differentialÂ rights

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

iii) Â Â Â Issue of sweat equity shares

During the year under review, your Company has not issued any sweat equity share and hence noÂ disclosures is required to be given under RuleÂ 8(13) of the Companies (Share Capital andÂ Debentures) Rules, 2014.

iv) Â Â Â Issue of employee stock options

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

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

Sr.	Particulars	WEL ESOP	WEL ESOP	WEL ESOP
No.	Â	Scheme-2017*	Scheme-2022#	Scheme Trust
Â	Â	Â	Â	2022
a)	Options granted	Nil	Nil	Nil
b)	Options vested	Nil	30,754	1,00,000
c)	Options exercised	Nil*	30,754	1,00,000
d)	Total number of shares arising as a result of exercise of options	Nil	30,754	1,00,000$
e)	Options lapsed	Nil	4,30,551	Nil
f)	Exercise Price (in ?)	Nil	97.55	88.00
g)	Variation of terms of options	There have been no variations in the terms of the options
h)	Money realized by exercise of options	N.A.	30,00,053	88,00,000
i)	Total number of options in force	Nil	92,262	3,00,000
j)	Employee wise details of options granted to:	Â	Â	Â
Â	1. Key Managerial Personnel/Senior Management	Nil	4,61,305 were granted to:Â Mr. Neeraj GuptaÂ Mr. Ajay Hans	4,00,000 were granted toÂ Mr. AdityaÂ Harlalka
Â	2. Other employee who receives a grant of	Â	Â	Â
Â	options in any one year of option amounting to five percent or more of options grantedÂ during that year	Â	Â	Â
Â	3. Employees who were granted option, during any one year, equal to or exceeding oneÂ percent of the issued capital (excludingÂ outstanding warrants and conversions) of the	Â	Nil	Â
Â	company at the time of grant	Â	Â	Â
k)	Diluted EPS pursuant to issue of shares on exercise of option calculated in accordanceÂ with Accounting Standard 20 (in ?)	N.A.	51.09	51.09
l)	Weighted-average exercise price (in ?)	Nil	97.55	88.00
m)	Weighted-average fair values of options: as per	No grants during the year		Â

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

#Out of the 4,61,305 ESOPs granted, 4,30,551 options were lapsed due to employee resignations and 30,754 options were exercised by an employee.Â AsÂ a result, there are no remaining options under this ESOP Scheme. Hence, this Scheme standsÂ closed as on date.

$There was no change in the issued/paid up capital of the Company pursuant to exercise of options as the same were transfered to the grantee from the equity shares held by Welspun Enterprises Employees Welfare Trust.

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

M/s. Mihen Halani & Associates, Company Secretaries, Secretarial Auditors of the Company have issued a certificate with respect to the implementation of WEL ESOP Scheme-2017, WEL ESOP Scheme-2022, WELÂ ESOP Scheme Trust 2022, (hereinafter collectively referred to as "Welspun ESOP Schemes") and a copy of theÂ same shall be available for inspection at the registered office of the Company. The members can also obtainÂ the same by writing to us atÂ Companysecretarv_wel@Welspun.comÂ and pls underline the same.

v) Â Â Â Provision of money by Company for purchase of its own shares by employees or by trustees forÂ the benefit of employees

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

vi) Â Â Â Issue of debentures

During the year under review, your Company has not issued/allotted any debentures. However, in the year 2021, your Company had raised and listed ?375 Crore Non-Convertible Debentures ("NCDs") on the stock exchange,Â of which ?100 Crore NCDs was redeemed on December 01,2022. The balance ?175 Crore NCDs was redeemedÂ on May 27, 2023 and remaining ?100 Crore NCDs was redeemed on June 1, 2023. Consequently, as ofÂ March 31, 2024, there are no listed NCDs outstanding on the stock exchange. It may be noted that yourÂ Company had made timely interest/principal payments on the aforementioned NCDs and fulfilled the necessaryÂ disclosure requirements with the stock exchanges.

vii) Â Â Â Listing with the stock exchanges

Your Company's equity shares are listed on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") (hereinafter collectively referred to as "Stock Exchanges").

9. DISCLOSURE WITH RESPECT TO SHARES HELD IN UNCLAIMED SUSPENSE ACCOUNT

The details of unclaimed shares account as required to be disclosed pursuant to Point F to Schedule V of the SEBI Listing Regulations are as under:

Aggregate number of shareholders and theÂ outstanding shares inÂ the unclaimed sharesÂ account lying at theÂ beginning of the year		Number of shareholders who approached issuerÂ for transfer of sharesÂ from unclaimed sharesÂ account during the year		Number of shareholders to whom shares wereÂ transferred fromÂ unclaimed sharesÂ account during the year		Aggregate number of shareholders and theÂ outstanding shares inÂ the unclaimed sharesÂ account lying at theÂ end of the year
No. of Shares	No. of holders	No. of Shares	No. of holders	No. of Shares	No. of holders	No. of No. of Shares holders
31,224	209	0	0	0	0	31,224 209

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

form: issue of duplicate securities certificate, claim from unclaimed suspense account, renewal/exchangeÂ of securities certificate, endorsement, sub-division/Â splitting of securities certificate, consolidation ofÂ securities certificates/folios, transmission, andÂ transposition.

Further, SEBI has also simplified the process for transmission of shares and issue of duplicate shareÂ certificates to make it more efficient and investorÂ friendly. The manner and process of makingÂ application as per the aforesaid revised frameworkÂ and operational guidelines thereto are available onÂ the website of the Registrar and Share Transfer AgentÂ ("RTA") atÂ https://linkintime.co.in/home.html

Transactions involving issue of share certificates, namely, issuance of duplicate share certificates,Â split, re-materialisation, consolidation, and renewalÂ of share certificates, etc. are approved by the ShareÂ Transfer, Investor Grievance and Stakeholders'Â Relationship Committee of the Board of Directors ofÂ the Company. After due verification, the requests forÂ dematerialisation of shares are processed by RTAÂ and confirmation thereof is given to the respectiveÂ Depositories i.e., National Securities DepositoryÂ Limited ("NSDL") and Central Depository ServicesÂ Limited ("CDSL") within the prescribed time limit.

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

a) Â Â Â compliance certificate duly signed by both, theÂ Compliance Officer of the Company and theÂ authorised representative of the RTA certifyingÂ that all activities in relation to share transferÂ facility is maintained by Link Intime IndiaÂ Private Limited, a SEBI approved Category-I,Â RTA registered with SEBI vide Registration No.:Â INR000004058.

b) Â Â Â a certificate of compliance from a CompanyÂ Secretary in practice confirming issue of LetterÂ of Confirmation within a period of 30 daysÂ of lodgement of investor service requests asÂ prescribed in Regulation 40(9) of the SEBI ListingÂ Regulations read with the SEBI Notification No.Â SEBI/LAD-NRO/GN/2022/66 dated January 24,

2022, Â Â Â and SEBI Master Circular No. SEBI/HO/Â MIRSD/POD-1/P/CIR/2023/70 dated May 17,

2023, Â Â Â (including any statutory modification(s)Â and/or re-enactment(s) thereof for the timeÂ being in force).

During the year, all the requests received from the shareholders by the Company or its RTA wereÂ addressed in accordance with the timelines as

prescribed by the statutory authorities, from time to time.

10. FINANCE

a) Credit Rating

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

Facility	Rating	Action by CRISIL
Long Term	CRISIL AA-/	Re-affirmed
Rating	Stable	Â
Short Term Rating	CRISIL A1 +	Re-affirmed

The ratings reflects your Company's diversified business risk profile, established brand, strongÂ market position in the infrastructure sector, withÂ growth prospects remaining robust due to itsÂ focus on project excellence, timely execution,Â asset light model and delivering value throughÂ quality infrastructure.

b) Deposits

During the year under review, the Company has neither accepted nor renewed deposits from theÂ public falling within the ambit of Section 73 andÂ 74 of the Act, read together with the CompaniesÂ (Acceptance of Deposits) Rules, 2014.Â Hence, the requirement for furnishing of detailsÂ relating to deposits covered under Chapter V ofÂ the Act or the details of deposits which are notÂ in compliance with Chapter V of the Act is notÂ applicable. Further, no amount on account ofÂ principal or interest on deposit was outstandingÂ as at the end of the year under report.

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

11. EXTRACT OF THE ANNUAL RETURN

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

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

role-based views, enabling stakeholders to access unified information, reducingÂ gaps, and facilitating timely decisionmaking.

â¢ Â Â Â Nirmal Dhara Project: This project is anÂ end-to-end monitoring tool specificallyÂ designed for our Sewage Treatment PlantÂ (STP) projects.

â¢ Â Â Â Centralized Document ManagementÂ System: We have implemented aÂ centralized Document ManagementÂ System, offering a secure repositoryÂ for company-wide document storageÂ and maintenance.

â¢ Â Â Â Data Hub: Our centralized dataÂ acquisition system with Data Hub toÂ aggregate data from various projectÂ sites, enhancing data managementÂ and accessibility.

â¢ Â Â Â EMSP - Online Project ScheduleÂ Monitoring: The EMSP tool is used forÂ online project schedule monitoring,Â ensuring efficient tracking of projectÂ timelines.

â¢ Â Â Â MDM Tool: This tool ensures error-freeÂ management of master data, maintainingÂ data integrity and accuracy.

â¢ Â Â Â STHITI Application: We introduced theÂ STHITI application, leveraging WelspunÂ IP, to streamline employee attendanceÂ marking. This tool allows employees toÂ mark their attendance directly at theirÂ actual workplace area.

â¢ Â Â Â SAP Implementation: SAP servesÂ as our core application for real-timeÂ management and monitoring of sourcing,Â finance, and accounts.

â¢ Â Â Â SAP-GRC Implementation: The SAP

GRC module has been implemented to monitor user access risks, reduce processÂ complexity, and cut costs, therebyÂ protecting our organization's reputationÂ and financial well-being.

â¢ Â Â Â AI/ML-Based MS Copilot Tool: We are

currently developing an AI/ML-based MS Copilot tool to enhance our day-today operations, leveraging advancedÂ technologies for improved efficiency.

b) Â Â Â In case of imported technology (imported

during the last three years reckoned from

the beginning of the FY): Not Applicable

c) Â Â Â Expenditure incurred on Research and

Development: Nil

12. CONSERVATION OF ENERGY, TECHNOLOGYÂ ABSORPTION AND FOREIGN EXCHANGEÂ EARNINGS AND OUTGOÂ I. ENERGY CONSERVATION

Your Company is continuously engaged in the process of energy conservation through ongoingÂ improvements in operational and maintenanceÂ practice. Given below are some of the initiativesÂ undertaken by your Company that highlights ourÂ continuous effort to enhance energy efficiencyÂ in FY 2023-24.

a) Â Â Â The steps taken or impact on conservationÂ of energy:

â¢ Â Â Â Enhancing Data Accessibility andÂ Sustainability Initiatives: During theÂ FY 2023-24, energy conservationÂ projects were launched, emphasizingÂ sustainability and efficiency to showcaseÂ the Company's commitment to informedÂ energy decisions, proactive environmentalÂ stewardship, cost reduction, and dataÂ availability from project sites was alsoÂ bolstered for operational growth.

â¢ Â Â Â Comprehensive Operational MonitoringÂ and Streamlined Communication: 10

key data indicators are monitored from 42 points across sites and offices, ensuringÂ detailed operational insights. With 32Â single points of contact maintainedÂ throughout the year, communicationÂ processes are streamlined. ThisÂ structured approach highlights yourÂ Company's commitment to operationalÂ excellence, enabling proactive responsesÂ and optimized performance.

â¢ Â Â Â Developing the WEL Data HUB forÂ Enhanced ESG Reporting: The ESG teamÂ in collaboration with the IT department, isÂ developing the WEL Data HUB - a platformÂ dedicated to ESG documentation. ThisÂ project includes creating an internalÂ dashboard and data capturing tool toÂ improve transparency, accuracy, andÂ efficiency in ESG reporting.

b) Â Â Â The steps taken by the Company forÂ utilising alternate sources of energy:

â¢ Â Â Â Expanding Sustainability Focus toÂ Scope 3 Emissions: During FY 2023-24,Â sustainability initiatives were expandedÂ by including Scope 3 emissionsÂ measurement alongside Scope 1 and 2Â as a commitment to the environmental

responsibility and to align with global efforts to reduce carbon footprints.

â¢ Â Â Â Prioritizing Energy Efficiency: DuringÂ the FY 2023-24, to support sustainabilityÂ objectives thereby reducingÂ environmental impact and operationalÂ costs while ensuring optimal performance,Â your Company implemented severalÂ measures such as:

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

(ii) Â Â Â using LED lights at site offices whereÂ feasible;

(iii) Â Â Â wherever possible conductingÂ audio-video meetings in place ofÂ physical meetings; and

(iv) Â Â Â replacing plastic bottles with glassÂ bottles.

â¢ Â Â Â Exploring Carbon Sequestration inÂ Waste Water Treatment: The DharaviÂ Waste Water Treatment Facility projectÂ includes a thorough assessment forÂ carbon sequestration opportunities. AÂ feasibility report guides the Company'sÂ strategic decision to pursue carbonÂ credits, aligning with its sustainabilityÂ goals and enhancing environmental andÂ financial outcomes.

c) The capital investment on energyÂ conservation equipment:

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

II. TECHNOLOGY ABSORPTION

Your Company continues to drive innovation within the infrastructure sector by developingÂ cutting-edge in-house tools. By strategicallyÂ absorbing advanced technologies, your CompanyÂ enhances its capabilities in project execution andÂ sustainability. Given below are some examplesÂ of successful in-house software developmentÂ and execution, along with efforts in globalÂ collaboration with technology partners:

a) The efforts made towards technologyÂ absorption and benefits derived thereof:

â¢ Â Â Â Project "WEL-Darpan" and "JALÂ Darpan": Our digital initiatives include theÂ analytics platform projects "WEL-Darpan"Â and "JAL Darpan". These platforms provide

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

13. Â Â Â CORPORATE SOCIAL RESPONSIBILITY

The CSR initiatives of your Company is enshrined in the three E's which have become guiding principlesÂ of the CSR initiatives: Education, Empowerment (ofÂ Women) and Environment & Health. During the FYÂ 2023-24, your Company has spent ?3.50 CroreÂ towards CSR expenditure, as outlined in Schedule VIIÂ of the Act and according to the CSR Annual ActionÂ Plan approved by the CSR Committee and the BoardÂ of Directors, from time to time. This expenditure wasÂ managed through Welspun Foundation for Health andÂ Knowledge ("WFHK"). Additionally, WFHK also utilizedÂ ?1.28 Crore from the unspent amount carried overÂ from the FY 2021-22.

The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done inÂ compliance with the CSR objectives and policy of theÂ Company.

The annual report on the CSR activities undertaken during the FY ended March 31,2024, in accordanceÂ with Section 135 of the Act and the CompaniesÂ (Corporate Social Responsibility Policy) Rules, 2014Â ("CSR Rulesâ) as set out in Annexure 3 to this Report.Â During the year, no revision was made to the CSRÂ Policy of the Company.

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

14. Â Â Â DETAILS OF ESTABLISHMENT OF CODE OFÂ CONDUCT FOR REGULATING, MONITORINGÂ AND REPORTING OF TRADING BY INSIDERS

Your Company's has a Code of Conduct for Regulating, Monitoring and Reporting of Trading by InsidersÂ ("PIT Policy") for designated persons, connectedÂ persons and the insiders as defined under the SEBIÂ (Prohibition of Insider Trading) Regulations, 2015 ("PITÂ Regulations"). The PIT Policy ensures appropriateÂ measures to prevent unfair practices . The AuditÂ Committee reviews the Institutional Mechanism forÂ the prevention of insider trading. Additionally, periodicÂ training sessions are organized for creating awarenessÂ amongst the insiders about the PIT Policy and PITÂ Regulations.

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

15. DIRECTORS AND KEY MANAGERIALÂ PERSONNEL

Your Company actively strives to adopt best practices to ensure the effective functioning of the Board.Â It emphasises the importance of having a truly diverseÂ Board whose collective wisdom and strength can beÂ leveraged to create greater stakeholder value, protectÂ their interests, and uphold better corporate governanceÂ standards. Your Company's Board comprises eminentÂ professionals with proven competence and integrity.Â They bring in vast experience & expertise, strategicÂ guidance and strong leadership qualities.

Your Company's Board comprises of a mix of executive and non-executive directors with considerableÂ experience and expertise across a wide range of fieldsÂ such as policy shaping & industry advocacy, strategyÂ & business management, finance & accounts, ESG,Â brand building. The details of the directors and theirÂ meetings held during the FY under review is given inÂ the Corporate Governance Report, which forms partÂ of the Annual Report.

a) Changes in Directors and Key Managerial Personnel ("KMP")

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

at the 29^thÂ AGM of the Company held on September 22, 2023.

â¢ Â Â Â Re-appointment of Mr. Raghav Chandra as aÂ Non-Executive Independent Director

The Board of Directors basis the recommendation of the N&RC of the BoardÂ and considering the positive outcome ofÂ performance evaluation and significantÂ contributions made by Mr. Raghav ChandraÂ (DIN: 00057760) during his initial term asÂ an Independent Director, re-appointed himÂ for a second consecutive term of 5 (five)Â consecutive years from May 15, 2024, uptoÂ May 14, 2029, who shall not be liable to retireÂ by rotation. The said re-appointment wasÂ subsequently approved by the Members at theÂ 29^thÂ AGM of the Company held on SeptemberÂ 22, 2023.

â¢ Â Â Â Appointment of Mr. S Madhavan as a NonExecutive Independent Director

During the FY under review, the Board of Directors of the Company basis theÂ recommendation of the N&RC of theÂ Board and based on the evaluation of theÂ balance of skills, knowledge, experienceÂ and expertise considered and approvedÂ the appointment of Mr. S Madhavan (DIN:Â 06451889) as an Additional Director (NonExecutive, Independent) for a period of 4 (four)Â consecutive years commencing from April 01,Â 2024, upto March 31,2028, who shall not beÂ liable to retire by rotation.

The appointment of Mr. Madhavan was subsequently approved by the Members ofÂ the Company at the Extra-Ordinary GeneralÂ Meeting of the Company held on MarchÂ 29, 2024.

â¢ Â Â Â Retirement of Mr. Mohan TandonÂ from the position of Non-ExecutiveÂ Independent Director

Mr. Mohan Tandon (DIN: 00026460) retired from the position of Non-ExecutiveÂ Independent Director of the Company,Â pursuant to completion of his term, w.e.f.Â March 31,2024, (close of business hours). HeÂ confirmed that there were no other materialÂ reasons apart from as stated above.

â¢ Â Â Â Resignation tendered by Mr. SudhirÂ Mital from the position of Non-ExecutiveÂ Independent Director and Ms. Dipali GoenkaÂ from the position of Non-Executive, NonIndependent Director

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

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

Ms. Dipali Goenka (DIN: 00007199) tendered her resignation from the position of NonExecutive, Non-Independent Director ofÂ the Company, w.e.f. July 11, 2024 (closeÂ of business hours) due to increasingÂ commitments to the textile business and ESGÂ & CSR of Welspun Group. She confirmed thatÂ there were no other material reasons apartÂ from as stated above.

â¢ Retirement by rotation and subsequent reappointment

In accordance with the provisions of the Section 152 of the Act, and the Articles ofÂ Association of the Company, Mr. RajeshÂ Mandawewala (DIN: 00007179) is retiring byÂ rotation at the forthcoming AGM being eligibleÂ offers himself for re-appointment.

The Board recommends re-appointment of Mr. Mandawewala for the consideration of theÂ Members of the Company at the forthcomingÂ AGM. The relevant details including profile ofÂ Mr. Mandawewala is included in the NoticeÂ of the forthcoming AGM being sent to theÂ Members along with the Annual Report.

b) Remuneration policy and criteria for selectionÂ of candidates for appointment as Directors,Â KMPs and Senior Management

The Company has in place a policy for remuneration of Directors, KMPs and SeniorÂ Management as well as a well-defined criterionÂ for the selection of candidates for appointmentÂ to the said positions, which has been approvedÂ by the Board. The Policy broadly lays down theÂ guiding principles, philosophy and the basis forÂ payment of remuneration to the Executive andÂ Non-Executive Directors (by way of sitting feesÂ and commission), KMPs and Senior Management.Â The criteria for the selection of candidates forÂ the above positions cover various factors andÂ attributes, which are considered by the N&RCÂ and the Board of Directors while selectingÂ candidates.

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

c) Managerial Remuneration

The remuneration to the Executive Directors includes the fixed pay and the variable pay orÂ commission. The variable pay is determinedÂ by the N&RC after factoring in the individualÂ performance, i.e. KPIs achieved and theÂ Company's performance. There is no clawbackÂ provision in the remuneration paid to theÂ Executive Directors of the Company. In termsÂ of applicable laws, there is no mandatory stockÂ ownerships requirement for the ExecutiveÂ Directors. Further, Stock Options granted toÂ the Executive Directors are governed by variousÂ ESOP Schemes and Performance Share PlansÂ of the Company as approved by Members fromÂ time-to-time.

N&RC is responsible for administrating the stock and performance incentives plans of theÂ Company and determines the eligibility of all theÂ employees including the Executive Directors.Â Particulars of the remuneration payable to theÂ executive directors of the Company for the yearÂ under report is as under:

Particulars	Mr. Balkrishan Goenka Chairman (Executive)	Mr. Sandeep Garg,Â ManagingÂ Director¹
Salary	7.50	4.00
Perquisites	Nil	Nil
Commission#	2%	Nil
Variable Pay	Nil	1.00
Service Contract/	May 31,	May 31,
Term of appointment	2025	2025
Notice Period (as per Company policy)	3 Months	3 Months
Severance Fees	Nil	Nil
Stock Options	Nil	Nil

#the Company has provided for commission, at the rate of 2% of consolidated profits, in the financial statementÂ of the Company.

*exciudes '2.50 Crore (fixed + variable) paid for the FY 23-24 from Adani Welspun Exploration LimitedÂ ("Associate Company")

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

Mr. Balkrishan Goenka, Chairman (Executive) of the Company, who was in receipt of remunerationÂ of ?7.50 Crore from the Company and was

eligible for commission of 2% of the annual profit (excluding profit/(loss) from capital receiptsÂ and assets disposition) of the Company on aÂ consolidated basis amounting to ?6.49 CroreÂ for the FY 2023-24, was not in receipt of anyÂ remuneration or commission from the subsidiaryÂ companies.

Apart from sitting fees for meetings, the Board approved payment of special remuneration to theÂ Independent Directors amounting to ?0.20 CroreÂ to each Independent Directors totalling to ?1.00Â Crore for their continued support, guidance andÂ contribution to the Company for many years inÂ particular to successful divestment of HighwayÂ Projects to Actis, which was subsequentlyÂ approved by the Members vide special resolutionÂ passed at the 29^thÂ AGM of the Company held onÂ September 22, 2023.

Further, the Board approved payment of remuneration amounting to ?0.27 CroreÂ (including tax) to Mr. Mohan Tandon, formerÂ Lead Independent Director of your Company,Â in recognition of his retirement from the BoardÂ effective March 31, 2024 (close of businessÂ hours) appreciating his contribution and supportÂ towards your Company throughout his longÂ tenure of over a decade, which was subsequentlyÂ approved by the Members vide special resolutionÂ passed at the Extra-Ordinary General Meeting ofÂ the Company held on March 29, 2024.

d) Declaration by Independent Director(s)

The Independent Directors on the Board of your Company have given declaration that they meetÂ the criteria of independence as provided underÂ Section 149(6) of the Act and the SEBI ListingÂ Regulations, at the beginning of the year andÂ there is no change in the circumstances as on theÂ date of this report which may affect their statusÂ as an independent director.

Your Board confirms that in its opinion the independent directors fulfil the conditionsÂ prescribed under the Act and the SEBI ListingÂ Regulations, and they are independent of theÂ management. The independent directors onÂ the Board of your Company are registeredÂ with the Indian Institute of Corporate AffairsÂ ("MCA"), Manesar, Gurgaon as notified by theÂ Central Government under Section 150(1) ofÂ the Act and rules as applicable have clearedÂ online proficiency self-assessment test withinÂ the time prescribed by the IICA. Further, in theÂ opinion of the Board the independent directors,Â possess requisite skills, expertise, experienceÂ and integrity. For details on the required skills,Â expertise, experience, please refer to the

disclosure made in the Corporate Governance Report forming part of Annual Report.

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

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

b) Â Â Â have not accepted or have a "FamilyÂ Member who accepts any payments fromÂ the company or any parent or subsidiary ofÂ the company in excess of $60,000 duringÂ the current fiscal year", other than thoseÂ permitted by SEC Rule 4200 Definitions,Â including:

i) Â Â Â payments arising solely fromÂ investments in the Company'sÂ securities; or

ii) Â Â Â payments under non-discretionaryÂ charitable contribution matchingÂ programs. Payments that do not meetÂ these two criteria are disallowed.

c) Â Â Â were not a "Family Member of an individualÂ who is, or during the past three yearsÂ was employed by the Company or by anyÂ parent or subsidiary of the Company as anÂ executive officer.

d) Â Â Â have not been affiliated with a company thatÂ is an adviser or consultant to the CompanyÂ or a member of the Company's seniorÂ management.

e) Â Â Â have not been affiliated with a significantÂ customer or supplier of the Company.

f) Â Â Â have no personal services contract(s) withÂ the Company or a member of the Company'sÂ senior management

g) Â Â Â have not been affiliated with a not-for-profitÂ entity that receives significant contributionsÂ from the Company

h) Â Â Â were not a partner or employee of theÂ Company's outside auditor during the pastÂ three years.

i) Â Â Â do not have other conflict of interest that theÂ board itself determines to mean they cannotÂ be considered independent.

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

Company for FY 2023-24. The details of sitting fees paid to the Non-Executive IndependentÂ Directors are provided below:

Sl. No.	Name of the NonExecutive Independent Directors	Sitting Fees
1	Mr. Mohan Tandon	0.17
2	Dr. Aruna Sharma	0.13
3	Mr. Raghav Chandra	0.18
4	Dr. Anoop Kumar Mittal	0.12
5	Mr. Sudhir Mital	0.09

The above mentioned sitting fees paid to the Non-Executive Independent Directors was in lineÂ with the N&RC Policy of the Company. The sittingÂ fees paid to the directors was within the limitsÂ prescribed under the Act, for payment of sittingÂ fees and therefore, prior approval of the MembersÂ as stipulated under Regulation 17(6) of the SEBIÂ Listing Regulations was not required.

e) Formal Annual Evaluation

Background

In terms of requirements of the Act read with the rules issued thereunder and the SEBIÂ Listing Regulations, the Board carried-out theÂ annual performance evaluation of the Board ofÂ Directors as a whole, Committees of the BoardÂ and Individual Directors.

The performance evaluation of the Board, its committees and individual directors wasÂ conducted by the entire Board (excluding theÂ Director being evaluated) on the basis of aÂ structured questionnaire which was prepared afterÂ taking into consideration inputs received from theÂ Directors covering various aspects of the Board'sÂ functioning viz. adequacy of the composition ofÂ the Board and its Committees, time spent byÂ each of the directors; accomplishment of specificÂ responsibilities and expertise; conflict of interest;Â integrity of the Director; active participation andÂ contribution during discussions, governance andÂ ESG parameters. The questionnaire along withÂ Criteria for Board evaluation is duly approved byÂ N&RC based on the guidance note issued by theÂ SEBI and is reviewed periodically and updatedÂ in-line with the change in the business andÂ regulatory framework. Performance evaluationÂ is facilitated by the Chairman of the Board whoÂ is supported by the Chairman of N&RC.

Mode of evaluation

Assessment is conducted through a structured questionnaire. Each question contains a scaleÂ of "0" to "3". The Company has developed an

in-house digital platform to facilitate confidential responses to a structured questionnaire. All theÂ directors participated in the evaluation process.

For the FY 2023-24 the annual performance evaluation was carried out by the IndependentÂ Directors, N&RC and the Board, which includedÂ evaluation of the Board, Independent Directors,Â Non-Independent Directors, ExecutiveÂ Directors, Chairman, Committees of the Board.Â Further, assessment with respect to the quality,Â quantity and timeliness of flow of informationÂ between the Company's management andÂ the Board that is necessary for the Board toÂ effectively and reasonably perform their dutiesÂ was also conducted.

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

â¢ Â Â Â A separate meeting of Independent DirectorsÂ was conveyed to evaluate the performance ofÂ Non-Independent Directors, the CommitteesÂ of the Board, the Board as a whole andÂ Chairman of the Company;

â¢ Â Â Â The N&RC further evaluated the performanceÂ of all the directors, the Committees of theÂ Board, the Board as a whole and Chairman ofÂ the Company and discussed the suggestionsÂ /recommendation received from theÂ Independent Directors.

â¢ Â Â Â The entire Board discussed the findingsÂ of the evaluation with the IndependentÂ Directors and N&RC and also evaluatedÂ the performance of the IndividualÂ Directors including the Executive & NonExecutive, the Board as a whole and allÂ Committees of the Board; and

â¢ Â Â Â As an outcome of the above process,Â feedbacks were shared with the CompanyÂ for consideration and individually with theÂ Director, wherever required.

The Board Evaluation discussion was focused on how to make the Board moreÂ effective as a collective body in the contextÂ of the business and the external environmentÂ in which the Company functions. The BoardÂ was from time-to-time apprised of relevantÂ business issues and related opportunitiesÂ and risks. The Board discussed variousÂ aspects of its functioning and that of itsÂ Committees such as structure, composition,Â meetings, functions and interaction withÂ management and what needs to be doneÂ to further augment the effectiveness of theÂ Board's functioning.

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

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

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

Particulars	Key parameters		No. of evaluationÂ parameters	Score (%)
Board of Directors	Â	Board structure and composition Board meeting practices (agenda, frequency, duration) Functions of the Board (strategic direction, ESG, etc.) Quantity, quality and timeliness of information Board culture and effectivenessÂ Functioning of Board CommitteesÂ Risk Management Director induction and development programs	20	98.15
Board Committee	Â	Composition, roles & responsibilities and effectiveness of the committeeÂ Meeting structure and information flowÂ Contributions to Board decisions	10-17 for each Committee	97.89 (average of consolidatedÂ score of eachÂ committee)
Independent Directors ("IDs")	Â	Independence from company (no conflict of interest) Independent views and judgement Objective contribution to the Board deliberations	8	95.93 (average of consolidatedÂ score of all IDs)
Chairperson	Â	Promoting effective decision-making Encouraging high quality of constructiveÂ debate Open-minded and listening to the members Effectively dealing with dissent and work constructively towards consensus Shareholders' interest supreme while taking decisions	9	100
Executive Directors	Â	Relevant expertise and commitment PerformanceÂ vis-a-visÂ business budget, peersÂ Capabilities to deal with challenging situationsÂ Established leadership position Development of expertise and general competence of people	9	97.92 (average of consolidatedÂ score of allÂ the ExecutiveÂ Directors)
Non-Executive Non-Independent Directors	Â	Contribution to the Board discussions with his/ her expertise and experience Depth of understanding about the business model and the industry Skills and experience in emerging issues such as cyber security and ESG	7	97.28 (average of consolidatedÂ score of all theÂ Non-ExecutiveÂ Non-IndependentÂ Directors)

Based on the above results, the key focus areas for FY 2024-25 including revisiting the technical aspect of the board evaluation questionnaire, organising a strategy meeting of Board of Directors aligned with

the long-term vision and mission of the Company and providing regular updates onÂ the progress of decisions made during theÂ strategy meeting and further to also discussÂ the diversification issues, new businesses,Â opportunities for growth which could bringÂ synergies in the line of business.

f) Familiarization program for IndependentÂ Directors

rÂ N

Programmes

403

Hours

The familiarization program aims to provide the Independent Directors with theÂ scenario of the infrastructure industry, theÂ socio-economic environment in which theÂ Company operates, the business model,Â the operational and financial performanceÂ of the Company, significant developmentÂ so as to enable them to take well-informedÂ decisions in timely manner, governanceÂ standards and practices of the Company.Â The familiarization program also seeksÂ to update the directors on their roles,Â responsibilities, rights and duties under theÂ Act and other statutes.

Your Company has in place an structured induction and familiarisation programme forÂ its Directors. Upon appointment, DirectorsÂ receive a Letter of Appointment settingÂ out in-detail, the terms of appointment,Â duties, responsibilities, obligations, CodeÂ of Conduct to regulate, monitor andÂ report trading by Designated Persons forÂ Prevention of Insider Trading and CodeÂ of Conduct applicable to all Directors andÂ Senior Management. They are also updatedÂ on all business related issues and newÂ initiatives.

Regular presentations and updates on relevant statutory changes encompassingÂ economic outlook, market trends, peerÂ trends, changes in laws where CompanyÂ is operating along with performance andÂ strategic initiatives of the Company areÂ made to the Directors at regular Board andÂ Strategic Meetings of the Company.

The policy along with brief details on the Company's familiarization program isÂ hosted on the website of the CompanyÂ atÂ https://www.welspunenterprises.com/Â admin/uploads/investerdata/policies/Â policies_1709621592.pdf

g) Â Â Â Policy on directors' appointment,Â remuneration and other details

The salient features of the Company's "N&RC Policy" on directors' appointment,Â remuneration and other matters providedÂ in Section 178(3) of the Act, has beenÂ disclosed in the Corporate GovernanceÂ Report forming part of the Annual Report.

h) Â Â Â Number of meetings of the Board

The Board met 7 times during the FY 2023-24, the details of which are given inÂ the Corporate Governance Report formingÂ part of the Annual Report. The maximumÂ interval between any two meetings did notÂ exceed 120 days, as prescribed in the ActÂ and the SEBI Listing Regulations.

i) Â Â Â Committee of the Board of Directors

The Board Committees play a crucial role in the governance structure of the CompanyÂ and have been constituted to deal withÂ specific areas/activities as mandated byÂ applicable regulations; which concernÂ the Company and need a closer review.Â Majority of the Members constituting theÂ Committees are Independent Directors andÂ each Committee is guided by its Charter orÂ terms of reference, which provide for theÂ composition, scope, objective, powers &Â duties and responsibilities. The ChairpersonÂ of the respective Committee informs theÂ Board about the summary of the discussionsÂ held in the Committee Meetings. The minutesÂ of the Meeting of all Committees are placedÂ before the Board for review and the signedÂ minutes are circulated to the Board asÂ required under Secretarial Standard I.

The relevant informationÂ inter aliaÂ including date of the meetings, attendance of directorsÂ with respect to Audit Committee, the N&RC,Â the Stakeholders' Relationship, ShareÂ Transfer and Investor Grievance Committee,Â Environment, Social and Governance andÂ Corporate Social Responsibility Committee,Â Risk Management Committee and meetingsÂ of those Committees held during the year isÂ given in the Corporate Governance ReportÂ forming part of Annual Report.

j) Â Â Â Shareholding of the directors of theÂ Company as on March 31,2024

Refer Corporate Governance Report for detail of shareholding of directors.

Except as mentioned in the Corporate Governance Report, none of the otherÂ Directors hold any shares in the Company.

16. Â Â Â VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

Your Company has formulated a Policy on Whistle Blower and Vigil Mechanism ("WB Policy") thatÂ provides adequate safeguards against unfairÂ treatment to its employees and various stakeholdersÂ and also provides for direct access to the ChairmanÂ of the Audit Committee in exceptional cases. It alsoÂ assures them of the process that will be observed toÂ address the reported violation, further the protectedÂ Disclosures and other communication can be madeÂ in writing by an e-mail addressed to the Head EthicsÂ and/or Chairman of the Audit Committee. The PolicyÂ also lays down the procedures to be followed forÂ tracking complaints, giving feedback, conductingÂ investigations and taking disciplinary actions. It alsoÂ provides assurances and guidelines on confidentialityÂ of the reporting process and protection from reprisalÂ to complainants. The Audit Committee oversees theÂ functioning of this policy and no personnel have beenÂ denied access to the Audit Committee of the Board.

Protected disclosures can be made by a whistle-blower through several channels to report actual or suspectedÂ frauds and violation of the Company's Code ofÂ Conduct. The WB Policy also provides a mechanismÂ to encourage and protect genuine whistleblowingÂ amongst the Vendors.

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

Further, your Company conducts awareness sessions on the Company's Code of Conduct, Prevention ofÂ Sexual Harassment ("POSH") and whistle-blowingÂ rights by conducting Company-wide trainings for all itsÂ employees to ensure compliance and a well regulatedÂ environment that helps us achieve our organisationalÂ objectives. Additionally, e-learning modules have alsoÂ been developed to keep employees informed of theseÂ policies.

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

17. Â Â Â PARTICULARS OF LOANS, GUARANTEES ANDÂ INVESTMENTS

Pursuant to Section 186(11)(a) of the Act, your Company being engaged in the business of providingÂ infrastructural facilities is exempt from the requirement

of providing the particulars of loans made, guarantees given or securities provided or any investment made.

18. Â Â Â PARTICULARS OF CONTRACTS ORÂ ARRANGEMENTS WITH RELATED PARTIES

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

All RPTs are placed before the Audit Committee for review, approval and recommendation to the BoardÂ for its approval, wherever required. Prior omnibusÂ approval of the Audit Committee and the Board isÂ obtained for all the transactions which are foreseen,Â repetitive in nature. A statement giving details of allÂ RPTs is placed before the Audit Committee for theirÂ noting every quarter.

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

None of the Directors and the KMPs have any pecuniary relationships or transactionsÂ vis-a-visÂ the Company. The Directors draw attention of theÂ Members to Note No. 53 of the standalone financialÂ statements setting out the disclosure on RPTs for theÂ FY 2023-24.

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

19. Â Â Â PARTICULARS OF EMPLOYEES

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

Further, details of employee remuneration as required under provisions of Section 197(12) of the Act readÂ with Rule 5(2) and 5(3) of the aforesaid rules isÂ available for inspection at the Registered Office of

your Company during working hours. As per second proviso to Section 136(1) of the Act and secondÂ proviso of Rule 5 of the aforesaid rules the AnnualÂ Report has been sent to the Members excluding theÂ aforesaid exhibit. Any Member interested in obtainingÂ copy of such information may write to the CompanyÂ Secretary & Compliance Officer atÂ Companysecretary_Â wel@welspun.comÂ and underline the same.

20. Â Â Â CORPORATE GOVERNANCE CERTIFICATE

The compliance certificate obtained from M/s. Mihen Halani & Associates, Company Secretaries,Â regarding compliance of conditions of corporateÂ governance as stipulated under Part E of ScheduleÂ V of the SEBI Listing Regulations is annexed to theÂ Corporate Governance Report forming part of thisÂ Annual Report.

21. Â Â Â ENHANCING STAKEHOLDER VALUE

Your Company consistently strive to meet the expectations of our investors through soundÂ business decisions and strong governanceÂ practices. Integrity and transparency are central toÂ our relationship with our investors. Your CompanyÂ is dedicated to delivering value by achieving highÂ levels of operational performance, maintaining costÂ competitiveness, and pursuing excellence in all areasÂ of our operations. We value the strong relationshipÂ we have built with our investors, which is based onÂ understanding of their needs and our commitment toÂ generate value for them.

Your Company firmly believes that its success in the marketplace and strong reputation are key driversÂ of shareholder value. Our close relationships withÂ clients and understanding of their challenges andÂ expectations guide the development of existingÂ new projects. By anticipating clients' needs earlyÂ and addressing them effectively, we ensure aÂ strong commercial foundation. Your CompanyÂ is continually strengthening this foundation byÂ working on its strategy of asset light model andÂ providing best in class infrastructure to India atÂ large. Through business development and executionÂ of growth opportunities, your Company is dedicatedÂ to creating value for all stakeholders, ensuring thatÂ our corporate actions contribute positively to theÂ economic, social, and environmental aspects of theÂ triple bottom line.

22. Â Â Â BUSINESS RESPONSIBILITY & SUSTAINABILITYÂ REPORT

Your Company strongly believes that resilient and inclusive growth is only possible on strong pillarsÂ of environmental and social responsibility balancedÂ with good governance and communicating its ESGÂ performance in a transparent manner and in line withÂ global standards to our stakeholders. The report

is a testimony to our continuous efforts towards embracing and implementing balanced approach toÂ ESG parameters in our business operations and formsÂ part of this Annual Report.

The Business Responsibility & Sustainability Report ("BRSR") Core is a sub-set of BRSR, consisting of aÂ set of Key Performance Indicators ("KPIs")/metricsÂ under 9 (nine) ESG attributes/principles of theÂ National Guidelines on Responsible Business ConductÂ ("NGRBC") notified by the Ministry of CorporateÂ Affairs, Government of India.

Further, the financial sections of BRSR are presented in line with the requirements of the Act read with theÂ rules made thereunder, the IndAS, the SEBI ListingÂ Regulations and the requisite Secretarial StandardsÂ issued by the Institute of Company Secretaries ofÂ India. The non-financial section (Sustainability andÂ Corporate Social Responsibility) is presented inÂ conformance to the UN Sustainable DevelopmentÂ Goals and other sector relevant internationalÂ sustainability disclosure guidelines. The BRSR formsÂ part of this Annual Report.

23. Â Â Â CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance requirements asÂ set out by SEBI. The Report on Corporate GovernanceÂ as stipulated under SEBI Listing Regulations, forms anÂ integral part of this Report. The requisite ComplianceÂ Certificate is obtained from M/s. Mihen Halani &Â Associates, Practicing Company Secretaries regardingÂ compliance of conditions of Corporate Governance asÂ stipulated under Part E of Schedule V of SEBI ListingÂ Regulations, is annexed to the Corporate GovernanceÂ Report.

24. Â Â Â MANAGEMENT DISCUSSION AND ANALYSISÂ REPORT

The Management Discussion and Analysis Report ("MDA") Report on the operation of the CompanyÂ as required under the SEBI Listing Regulations, isÂ provided in a separate section and forms part of thisÂ Annual Report.

25. Â Â Â RISK MANAGEMENT POLICY

With its fast and continuous expansion in different areas of businesses across India, your Company isÂ exposed to numerous risks which may adverselyÂ impact growth and profitability. Prudent businessÂ management practices are the only way companiesÂ can pursue the strategic objectives of value creationÂ of all stakeholders. With the above in view, yourÂ Company has structured risk management policyÂ and process involving relevant personnel andÂ constituted a Risk Management Committee ("RMC")Â comprising of Independent Directors and Managing

Director. The Policy envisages identification of risks by each business and location, together withÂ the impact that these may have on the businessÂ objectives. It also provides a mechanism forÂ categorization of risks into Low, Medium and HighÂ according to the severity of risks. The RMC andÂ the relevant senior executives are continuouslyÂ scanning strategic, business, financial, regulatory,Â political and operational risks including cyberÂ security & data privacy risks which may adverselyÂ impact pursuance of the strategic direction, theÂ Company has embarked upon and the appropriateÂ actions for mitigation of risks are advised, the riskÂ profile is updated on the basis of change in theÂ business environment.

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

For the key business risks identified by the Company please refer to the MDA annexed to this AnnualÂ Report.

26. Â Â Â RISK ARISING OUT OF LITIGATION, CLAIMSÂ AND UNCERTAIN TAX POSITIONS

The Company is exposed to a variety of different laws, regulations, positions and interpretationsÂ thereof which encompasses direct taxation andÂ legal matters. In the normal course of business,Â provisions and contingencies may arise dueÂ to uncertain tax positions and legal matters.Â Based on the nature of matters, the managementÂ applies various parameters when consideringÂ evaluation of risk, expert opinions, including howÂ much provision to be made in books of accountsÂ considering the potential exposure of each of theÂ matters in consultation with the Statutory Auditors.Â The aforesaid potential exposures may changeÂ substantially over time as new facts emerge asÂ each matter progresses, hence these are reviewedÂ regularly/periodically. The RMC is appraised onÂ quarterly and/or regular basis any litigation relatedÂ risks. Reference is drawn to the "Key audit matters"Â by the auditors in their reports on the above matters.

27. Â Â Â MISCELLANEOUS

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

â¢ Â Â Â No material change or commitment has occurredÂ which would have affected the financial position ofÂ the Company between the end of the FY to whichÂ the financial statements relate and the date ofÂ the Report.

â¢ Â Â Â There was no revision in financial statements andÂ Board's Report of the Company during the yearÂ under review.

â¢ Â Â Â The Company has not made any one-timeÂ settlement for loans taken from the Banks orÂ Financial Institutions, and hence the details ofÂ difference between amount of the valuationÂ done at the time of one-time settlement and theÂ valuation done while taking loan from the BanksÂ or Financial Institutions along with the reasonsÂ thereof is not applicable.

â¢ Â Â Â During the year under Report, no funds wereÂ raised through preferential allotment or qualifiedÂ institutional placement.

â¢ Â Â Â No significant and material order was passed byÂ the regulators or courts or tribunals which wouldÂ have impacted the going concern status and theÂ Company's operations in future.

â¢ Â Â Â No instances of non-exercising of voting rights inÂ respect of shares purchased directly by employeesÂ under a scheme pursuant to Section 67(3) ofÂ the Act;

â¢ Â Â Â The Company has a detailed Policy on PreventionÂ of Sexual Harassment ("POSH") in place in lineÂ with the requirements of the Sexual Harassment ofÂ Women at Workplace (Prevention, Prohibition andÂ Redressal) Act, 2013. All employees (permanent,Â contractual, temporary, trainees) are covered underÂ this Policy. The POSH Policy is gender inclusive,Â and the framework ensures complete anonymityÂ and confidentiality.

For disclosure of number of complaints filed, disposed-off and pending in relation to the SexualÂ Harassment of Women at Workplace (Prevention,Â Prohibition and Redressal) Act, 2013, as on theÂ end of the FY, kindly refer Corporate GovernanceÂ Report forming part of this Annual Report.

â¢ Â Â Â The Board of Directors affirms that the CompanyÂ has complied with the applicable provisions ofÂ Secretarial Standard 1 and Secretarial Standard 2,Â "Meetings of the Board of Directors" and "GeneralÂ Meetings", respectively, issued by the Institute ofÂ Companies Secretaries of India.

â¢ Â Â Â There were no proceeding initiated/pendingÂ against your Company under the Insolvency andÂ Bankruptcy Code, 2016.

â¢ The Company has also obtained Special Contingency Insurance Policy under SEBI circularÂ SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70Â dated May 25, 2022, and Directors and OfficersÂ Insurance in line with the requirements ofÂ Regulation 25(10) of the SEBI Listing Regulations,Â the details of the same has been provided inÂ Corporate Governance Report forming part of thisÂ Annual Report.

28. Â Â Â ENVIRONMENT, HEALTH & SAFETY

At Welspun, our Health, Safety, and Environmental Management System reflects an unwaveringÂ commitment to environmental preservation, aÂ positive work environment, and the safety ofÂ every individual be it employees, contractors, orÂ visitors. We engage in thorough planning, strictÂ execution, and ongoing surveillance to upholdÂ high standards that lessen environmental impact,Â champion sustainability, and adhere to all regulatoryÂ mandates. Beyond mere compliance, we foster aÂ proactive culture emphasizing risk management,Â hazard detection, and comprehensive safetyÂ training. This approach ensures a workplace whereÂ health, safety, and environmental responsibility areÂ paramount, and every individual feels valued andÂ empowered. Through these dedicated efforts, weÂ safeguard our team, contribute positively to theÂ broader community, and uphold our duties as aÂ responsible corporate entity.

The Health, Safety & Environment Policy of the Company is hosted on the website of the Company atÂ https://www.welspunenterprises.com/admin/uploads/Â investerdata/policies/policies_1723529671.pdf

29. Â Â Â DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards have beenÂ followed along with proper explanation relatingÂ to material departures;

b) Â Â Â the directors selected such accounting policiesÂ and applied them consistently and madeÂ judgments and estimates that are reasonableÂ and prudent to give a true and fair view of theÂ state of affairs of the Company at the end of theÂ financial year and of the profit and loss of theÂ Company for that period;

c) Â Â Â the directors had taken proper and sufficientÂ care for the maintenance of adequate accountingÂ records in accordance with the provisions of theÂ Act for safeguarding the assets of the CompanyÂ and for preventing and detecting fraud and otherÂ irregularities;

d) Â Â Â the directors had prepared the annual accountsÂ on a going concern basis;

e) Â Â Â being a listed Company, the directors have laidÂ down internal financial controls to be followedÂ by the Company and such internal financialÂ controls are adequate and are operatingÂ effectively; and

f) Â Â Â the directors have devised proper systemsÂ to ensure compliance with the provisions ofÂ all applicable laws and that such systems areÂ adequate and operating effectively.

30. ACKNOWLEDGEMENTS

Your Directors express their deep sense of gratitude to all the government authorities, financialÂ institutions, banks, contractors, customers, suppliers,Â shareholders, employees and other businessÂ associates of the Company, who through theirÂ continued support and co-operation have helped asÂ partner in the Company's progress and achievementÂ of its objectives.

For and on behalf of the Board of Directors

Balkrishan Goenka Place:Â MumbaiÂ Â Â Â Chairman

Date:Â August 01,2024 Â Â Â DIN: 00270175

Â Â Â Appointment of Mr. Lalit Jain as ChiefÂ Financial Officer

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

â¢ Â Â Â Re-appointment of Dr. Aruna Sharma as aÂ Non-Executive Independent Director

The Board of Directors basis the recommendation of the Nomination andÂ Remuneration Committee ("N&RC") of theÂ Board and considering the positive outcomeÂ of performance evaluation and significantÂ contributions made by Dr. Aruna SharmaÂ (DIN: 06515361) during her initial term asÂ an Independent Director, re-appointed herÂ for a second consecutive term of 5 (five)Â consecutive years from January 29, 2024,Â upto January 28, 2029, who shall not be liableÂ to retire by rotation. The said re-appointmentÂ was subsequently approved by the Members

Mar 31, 2023

Your Directors have pleasure in presenting the 29^th Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS: Particulars	Standalone		(Rs. in Crore except EPS) Consolidated
1. FINANCIAL RESULTS: Particulars	F.Y. 2022-23	F.Y. 2021-22	F.Y. 2022-23	F.Y. 2021-22*
Revenue from operations	2,676.38	1,306.94	2,758.19	1,342.33
Other Income	98.63	37.80	143.45	57.03
Total Revenue	2,775.01	1,344.74	2,901.64	1,399.36
Total Expenditure	2,524.85	1,228.74	2,642.40	1,291.11
Exceptional Items	509.90	0	482.99	0
Share of profit/ (loss) from associate and joint venture	-	-	(0.79)	(2.83)
Profit Before Tax from continuing operations	760.06	116.00	741.43	105.42
Tax expenses/ (credit)	46.94	22.56	57.02	25.62
Net Profit from continuing operations	713.12	93.44	684.41	79.80
Net Profit from discontinued operations	-	-	41.64	46.30
Profit for the year	713.12	93.44	726.05	126.10
Other Comprehensive Income	(3.06)	1.39	(3.12)	1.40
Total Comprehensive Income	710.06	94.83	722.93	127.50
Earnings Per Share
Basic (?)	47.55	6.27	48.19	8.37
Diluted (?)	47.44	6.24	48.08	8.33

* Note - During the financial year 2022-23, the Group has divested 100% equity stake in each of Welspun Delhi Meerut Expressway Private Limited (''DMEâ), Welspun Road Infra Private Limited (''WRIPL''), MBL (CGRG) Roads Limited (''CGRGâ), MBL (GSY) Roads Limited (''GSY''), Chikhali-Tarsod Highways Private Limited (''CTHPL'') and 49% equity stake in Welspun Infrafacility Private Limited (''WIFPLâ). Consequently, the operating profit upto the date of divestment had been recognised as discontinued operations and related comparatives were restated in accordance with the applicable IndAS.

The financial statements have been prepared in accordance with the applicable accounting standards. Your Companyâs total revenue from operation has seen growth of 105% on standalone and consolidated basis. Profit before Tax has increased by 603% on consolidated basis and by 555% on standalone basis. Profit After Tax has increased by 626% on consolidated basis and increased by 663% on standalone basis. The said increase in revenue from operation, profit before tax and profit after tax was on account of Highway Portfolio Monetization i.e. Actis Deal.

2. PERFORMANCE HIGHLIGHTS FOR THE YEAR AND OUTLOOK:

(a) Performance highlights for the financial year ended March 31, 2023 are as under:

Particulars	Standalone	(Rs. in Crore) Consolidated
Particulars	F.Y. 2022-23 F.Y. 2021-22	F.Y. 2022-23 F.Y. 2021-22
Revenue from Engineering, Procurement and Construction (''EPC'') and other operating income	2,676.38 1,306.94	2,745.74 1,390.48
Toll Collection	- -	124.50 109.20

(b) S ince the last report the following

developments took place:

ROAD PROJECTS:

â¢ Your Company completed the process of change in ownership of 5 HAM and 1 BOT (Toll) (partial transfer) project in a most efficient and time bound manner in the financial year 2022-23.

â¢ N ational Highways Excellence Award

(Gold) was presented to your Company for excellence in project management - PPP for Delhi-Meerut Expressway (Package-1) by Ministry of Road,

Transport & Highways.

â¢ Provisional Commercial Operation

Date (PCOD-II) issued by NHAI for Mukarba Chowk Panipat Road Project (MCPRP) w.e.f March 28, 2023. For a Build Operate Transfer Model (âBOTâ) in the state of Delhi and Haryana your Company started collecting the toll for the additional length.

â¢ â Unique Highway Project of the Year''

award by ASSOCHAM was presented to your Company for Chikhli - Tarsod Highway Project by Hon''ble Union Minister of Road Transport and Highways, Govt. of India. Further a video on Discovery Channel was

demonstrated highlighting that the project has been instrumental in transforming lives of the local population, especially farmers, students and working class individuals and it uplifted and touched lives of hinterlands citizens and connected them with the aspirations of urban India.

â¢ Nll of our completed NHAI projects namely Welspun Delhi Merrut Expressway Private Limited, Chikhali Tarsod Highways Private Limited, MBL (GSY) Road Limited, MBL (CGRG) Road Limited & Welspun Infrafacility Private Limited are featured in NHAI e-Coffee Table Book dated May 4, 2023.

WATER PROJECTS:

â¢ Your Company bagged a prestigious contract from Brihanmumbai Municipal Corporation for the Design, Build, Operation & Maintenance of a 418 MLD Waste Water Treatment Facility along with 209 MLD Tertiary Treatment plant at Dharavi, Mumbai. This is the single largest contract won so far by your Company.

â¢ This waste water treatment plant is being built on advanced technology with multi-tier construction thereby reducing the footprint to record low of 123 Sq.m/ MLD for such capacity treatment vis-a-vis 450 Sq.m/ MLD with conventional process. Besides this Biogas generated during the process wastewater treatment will be used to produce electricity to the extent of 50% of required power for operation of this STP making it self-sustainable thereby reducing dependency on the Grid power.

â¢ Your Company had earlier bagged

contracts from UP State Water &

Sanitation Mission for implementation of water supply for more than 2,500 villages spread across 5 districts of Uttar Pradesh viz. Sant Ravidas Nagar, Jaunpur, Ambedkar Nagar, Ayodhya and Bulandshahar under Jal Jeevan Mission. The project is in advance stage of execution and once completed will benefit ~ 40 lakh rural population.

â¢ Your Company was conferred with

EPC World award for Outstanding Contribution in Urban Infrastructure

(Water Project) for Dewas Water Project.

N uring the FY 2022-23, your Company had executed definitive agreements to exit its portfolio of operating road concessions (âHighway Portfolio") to Actis Highway Infra Limited (âActis") for an aggregate Enterprise Value (âEV") of approximately ? 6,000 Crore. The Highway Portfolio comprises of 5 completed HAM assets (Welspun Delhi Meerut Expressway Private Limited, Welspun Road Infra Private Limited, MBL (CGRG) Road Limited, MBL (GSY) Road Limited, Chikhali Tarsod Highways Private Limited) and one operating BOT-Toll asset (Welspun Infrafacility Private Limited).

It may be noted that the aforesaid EV excludes construction linked milestone/ grant payments of approximately ? 3,000

Crore received/receivable from National Highways Authority of India (âNHAI") and Public Works Department of Government of Maharashtra (âPWD"), thus, valuing the Highway Portfolio being exited at approximately '' 9,000 Crore. The Highway Portfolio as on the date of First Closing had outstanding senior debt of '' 3,544 Crore. The completion of the above transaction was subject to completion of customary and regulatory compliances and approvals from NHAI, PWD, and lenders.

(d) CURRENT BUSINESS / PROJECTS

Post the completion of Actis Deal, your Company has a robust Order Book of ~ '' 10,100 Crore which comprises of 60% in water sector and 40% in road sector as given below:

(i) two underconstruction HAM road projects - Sattanathapuram-Nagapattinam in Tamil Nadu and Aunta-Simaria, which includes construction of one of the widest extradosed bridge on River Ganga;

(ii) one EPC road project in Varanasi Aurangabad - NH2 project;

(iii) Rural water supply project for UP State Water and Sanitation Mission, under Govt. of India''s Jal Jeevan Mission initiative:

â¢ To provide access to safe and adequate drinking water to 2,500 villages for 40 lakh beneficiaries.

(iv) 418 MLD Wastewater Treatment Facility at Dharavi, Mumbai:

â¢ Completed design, engineering and planning works and have commenced resource mobilization for construction.

â¢ I t will be India''s first multi-tier Waste Water Treatment Facility, with state-of-the art technology and low footprint.

(v) BOT asset in Dewas - operational

â¢ Water treatment plant to supply 23 MLD of water to industrial customers in Dewas, Madhya Pradesh.

W ith the abovementioned projects in hand, your Company will continue to focus on

large-value road and water projects under

all the prevalent models - HAM, BOT

and EPC.

Oil & Gas:

â¢ I nvestments in Oil & Gas blocks through Adani Welspun Exploration Ltd (AWEL), a 65:35 JV between Adani Group & WEL.

â¢ Ourrently 3 assets - 2 in Mumbai Offshore and 1 in Kutch Offshore.

â¢ target to achieve first gas production from our acreages by 2026-27.

(e) KEY ANNUAL ACHIEVEMENTS

(i) Oeceived Completion Certificates for three projects - Amravati-Akola (AM2), Chutmalpur-Ganeshpur (CGRG) and Chikhali-Tarsod Highway Road Project (CTHPL);

(ii) Secured Provisional Completion Certificate (PCOD-II) for Mukarba Chowk-Panipat Road Project (MCPRP) - completed 97% of the total project length. Project was recently inaugurated by Shri Nitin Gadkari, Hon''ble Minister for Road Transport & Highways, Government of India;

(iii) Secured additional contract of '' 1,600 Crore, as part of Varanasi-Aurangabad Road Project (VARP) and

(iv) Secured our largest order for the construction of a 418 MLD Wastewater Treatment Facility, at Dharavi Mumbai, amounting to '' 4,884 Crore (inclusive of taxes).

(f) STRATEGY

(i) Pursue our asset-light business model, to selectively bid for projects that are high-value and margin-accretive in HAM, BOT (Toll) and EPC modes;

(ii) O iversify our portfolio to de-risk ourselves from dependency on any single sub-segment of infrastructure and

(iii) Focus on project management and engineering solutions, projects with higher engineering complexity and execution excellence.

3. RETURN TO SHAREHOLDERS:

D uring the Financial Year 2022-23 and upto the date of this report the return to shareholders was '' 369.97 Crore (including Tax) which comprised of Final Dividend (FY 22), Special Dividend and Buyback.

(a) BUY BACK OF EQUITY SHARES

Dost the monetization of partial Highway Portfolio, as a continuous focus to reward the shareholders, your Company had announced on December 30, 2022 to buy back 1,17,50,000 (7.834%) equity shares of ''10/- each fully paid up at a price of '' 200/-per equity share for a total consideration of '' 235 Crore /- from the existing shareholders in accordance with provisions of Sections 68, 69, 70 of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014 to the extent applicable, and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018. Your Company had extinguished 1,17,50,000 fully paid up Equity Shares on April 13, 2023.

(b) DIVIDEND & TRANSFER TO RESERVES

Dost the monetization of partial Highway Portfolio, as a continuous focus to reward the shareholders, your Company had announced a special dividend @ 75% during the financial year 2022-23 i.e. '' 7.50/- per equity share of '' 10/- each fully paid up out of the net profits.

Further, your Board is pleased to recommend a dividend @ 10% for the year ended March 31, 2023, i.e. Re. 1.00/- per equity share of '' 10/- each fully paid up out of the net profits (subject to approval of members at the ensuing Annual General Meeting).

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

Financial Year	Total Dividend (%)	Cash Outflow in Crore including Tax
2022-23	85	134.98
2021-22	15	22.34
2020-21	15	29.74
2019-20	20	34.56
2018-19	20	26.86

In respect of dividend declared during the previous years, '' 0.94 Crore remained unclaimed as on March 31, 2023.

D he Company has appointed Ms. Nidhi Tanna, Company Secretary as the Nodal Officer for the purpose of co-ordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of the Company at www.welspunenterprises.com.

As per the Distribution Policy - Return to the Shareholders of the Company, the Board endeavors to achieve distribution of an amount of profit subject to maximum of 25% of Profit after Tax for a financial year, on consolidated basis or standalone basis, whichever is higher. The amount of dividend for the year ended March 31, 2023 works out to 19% of Profit After Tax on consolidated basis. The Policy is available on the website of the Company at âhttps:// www.welspunenterprises.comâ under the tab -âInvestors - Policiesâ.

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

4. INTERNAL CONTROLS & INTERNAL AUDIT:

D he Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. The Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on the Company''s operation.

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

The Internal Audit is carried out by independent external audit firm consisting of qualified accountants, domain & industry experts.

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

5. S UBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES:

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

The shareholders are informed that during the year:

(i) Welspun EDAC JV Private Limited became subsidiary of your Company w.e.f June 06, 2022;

(ii) Associate Company namely Chikhali Tarsod Highways Private Limited became subsidiary of your Company on September 08, 2022;

(iii) Associate Companies namely, MBL (CGRG) Road Limited and MBL (GSY) Road Limited became subsidiary of your Company on October 03, 2022 respectively;

(iv) With effect from December 22, 2022, Welpsun Delhi Merrut Expressway Private Limited, Chikhali Tarsod Highways Private Limited, Welspun Road Infra Private Limited, MBL (CGRG) Road Limited, MBL (GSY) Road Limited ceased to be the subsidiary of your Company and Welspun Infrafacility Private Limited became associate of your Company;

(v) Acquired 100% stake in Welspun New Energy Limited thereby becoming wholly owned subsidiary of your Company w.e.f January 31, 2023 and

(vi) the Board of Directors of Welspun Natural Resources Private Limited (''WNRPL''), a wholly owned subsidiary of your Company, approved voluntary liquidation of WNRPL. The said voluntary liquidation will lead to streamlining the structure and reduction in administrative overheads by reducing the number of entity(ies) in the group. Further, the Board accorded its approval for expeditious consolidation of WNRPL''s assets with the Company by way of voluntary liquidation of WNRPL, subject to compliance with applicable laws. Further, the Liquidator of WNRPL has distributed the assets and liabilities of WNRPL to the Company with effect from February 27, 2023.

F inancial statements of the subsidiaries / joint venture companies are hosted on the website of the Company at https://www. welspunenterprises.com under the tab -âInvestors - Annual Report/Financial Resultsâ.

The Company''s policy on Material Subsidiary as approved by the Board is uploaded on the website of the Company at https://www. welspunenterprises.com under the tab -âInvestors - Policiesâ.

6. AUDITORS AND AUDITORSâ REPORT:

a) Statutory Auditors

Fhe appointment of MGB & Co. LLP, Chartered Accountants (having Firm Registration Number with the Institute of Chartered Accountants of India - 101169W/ W-100035) as the Statutory Auditors of your Company for a second term of 5 (five) consecutive years to hold office from conclusion of the 26^th Annual General Meeting until the conclusion of 31^st Annual General Meeting was approved at the Annual General Meeting held on June 30, 2020. They are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

It was proposed to continue with the appointment of MGB & Co. LLP, Chartered Accountants as Statutory Auditors of the Company for the period commencing from the conclusion of the 29^th Annual General Meeting until the conclusion of 30^th Annual General Meeting at revised remuneration of '' 0.46 Crore p.a. plus applicable taxes and out-of-pocket expenses.

Total fees for all services paid by the Company and its subsidiary/ joint venture/ associate companies, on a consolidated basis, to the Auditors and all entities in the network firm/network entity of which the auditor is a part during the financial year under Report is '' 0.51 Crore.

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

b) Cost Auditors

Four Board had appointed M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), as Cost Auditor

for conducting the audit of cost records of the Company for the Financial Year 2022-23.

Your Board of Directors on the recommendation of the Audit Committee, appointed M/s. Kiran J. Mehta & Co, Cost Accountants (Firm Registration No. 000025), as the Cost Auditors of the Company for the Financial Year 202324 under section 148 of the Companies Act, 2013. M/s. Kiran J. Mehta & Co, Cost Accountants have confirmed that their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3) and proviso to section 148(3) read with section 141(4) of the Companies Act, 2013.

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

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

A he Cost Audit Report for the year 2021-22 was e-filed on August 20, 2022. The Cost Audit for the financial year 2022-23 is in progress and the report will be e-filed to Ministry of Corporate Affairs, Government of India, in due course.

c) Secretarial Auditors

A ursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Mihen Halani

& Associates, Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2022-23.

A he Secretarial Audit Report for the financial year ended March 31, 2023 is annexed with the report as Annexure - 2. There is no qualification, reservation or adverse remark or disclaimer made by the Company Secretary in Practice in the Secretarial Audit Report.

Your Board of Directors has appointed M/s. Mihen Halani & Associates, Company Secretaries as the Secretarial Auditors of the Company for the financial year 2023-24.

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

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

7. D HARE CAPITAL & DEBT STRUCTURE & ITS LISTING

a) I ssue of equity shares with differential rights

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

b) Issue of sweat equity shares

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

c) Issue of employee stock options

A uring the financial year 2022-23, 2,00,000 equity shares were allotted to the ESOP grantees who had exercised the option attached to the Welspun Enterprises Limited - Employees Stock Option Plan-2017â (âWEL ESOP Scheme 2017â).

d) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

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

e) Issue of debentures

During the year, your Company has not issued/allotted debentures.

f) Listing with the stock exchanges

i. Your Company''s equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

ii. Ys on March 31, 2023, the Company has listed rated secured redeemable nonconvertible debentures of '' 275 Crore on the wholesale debt market segment of BSE Limited.

Ynnual listing fees for the year 2023-24

have been paid to BSE and NSE.

b. Deposits

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

10. EXTRACT OF THE ANNUAL RETURN:

T he Annual Return in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company and can be accessed on the website of the Company at âhttps://www. welspunenterprises.comâ under the tab -âInvestors - Company Disclosures - Othersâ.

11. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) The steps taken or impact on conservation of energy:

1. Tour Company started on their ESG journey since FY 2021-22, by establishing multiple frameworks and systems, which in place provides data and insights on a complex set of networks on projects and its sites.

2. TY 2022-23 has been a year of developing baseline for energy consumption, through active tracking and monitoring of energy throughout the organization, including corporate offices, site offices, contractor''s camps, guest houses, and site operations.

3. T he identification of data was done on the basis of Scope 1 (diesel, petrol, LPG etc.) and Scope 2 (Grid electricity) understanding as per standards prescribed in Greenhouse Protocols and International Panel for Climate Change (IPCC).

4. Y our Company was able to identify LPG consumption at site offices, guest houses and camp sites where food mess was available. The results are disclosed in Principle 6 of our BRSR report.

(B) The steps taken by the Company for utilising alternate sources of energy:

1. I n Uttar Pradesh Jal Jeevan Mission (UPJJM) project, your Company have already procured 21 MW capacity of solar panels against a total scope of 27 MW of solar panels to be installed.

2. T urther, the solar panel installation on Delhi Meerut Expressway (DME) have generated 1,18,650 kWhr of electricity.

(A) The efforts made towards technology absorption and benefits derived thereof:

1. âProject HUB'' a digital platform adopted for project progress monitoring & quality monitoring which has seamless integration with SAP. This Edge cutting technologies helping end to end project planning including project budgeting, project BOQ & SBMS module to certify subcontractor''s bills on real time basis.

2. Your Company launched own portal âSthiti2.0â in which we have Geo fenced all our offices and projects site to allow employee to easily mark and track their attendance.

3. T roject âWEL- Darpanâ is another digital initiative, an analytics platform your Company adopted where we have created views based on the roles. This is helping stakeholders to get the one view of the information to avoid gaps and help them to take timely decisions.

4. T roject HAWK - This is very innovative digital initiative where we are doing âLive Site Monitoringâ with âDroneâ with AI capability to track improvements. This is available on ''as and when'' needed technical platform. This is a very critical and beneficial project for your Company.

5. H ome grown MDM Tool is used to manage the error free master data.

6. T AP - GRC, which is a modern access controls module is implemented for monitoring the user access risk''s and to reduce the process complexity and cut costs - while protecting organizations reputation and financial wellbeing. Not Applicable

(B) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not

Applicable

(C) Expenditure incurred on Development	Research and
Particulars	'' in Crore
Capital
Recurring
Total '' ''
Total R & D expenditure as percentage of Turnover

D uring the FY 2022-23, there were no foreign exchange earnings and outgo.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

D he key philosophy of all CSR initiatives of the Company is enshrined in the three E''s which have become guiding principles of the CSR initiatives - Education, Empowerment (of Women) and Environment & Health.

The CSR Policy is hosted on the website of the Company at âhttps://www.welspunenterprises. comâ under the tab - âInvestors - Policiesâ.

D isclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as Annexure - 3.

13. DETAILS OF ESTABLISHMENT OF CODE OF CONDUCT FOR REGULATING, MONITORING AND REPORTING OF TRADING BY INSIDERS:

Your Company''s has a Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders (âPIT Policyâ) for connected persons, designated persons and the insiders as defined under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (âPIT Regulationsâ). The Policy provide adequate safeguard against victimization. The Audit Committee reviews the Institutional Mechanism for prevention of insider trading. Periodic training sessions are organized for creating awareness amongst the insiders about the PIT Policy and PIT Regulations.

The PIT Policy is hosted on the website of the Company at âhttps://www.welspunenterprises. comâ under the tab - âInvestor - Policiesâ.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company''s Board comprises of a mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as Policy shaping and Industry advocacy, Strategy & Business Management, Finance & Accounts, ESG, Brand Building. The details of the directors and their meetings held during the year is given in the Corporate Governance Report, which forms part of the Annual Report.

a) C hanges in Directors and Key Managerial Personnel

Since the last report, the following changes took place in the composition of the Board of Directors/ Key Managerial Personnel:

â¢ D r. Sudhir Mital (DIN - 08314675) was appointed as an Independent Director w.e.f. May 12, 2022 for a period of 4 years.

â¢ D r. Ajay Hans (DIN - 00391261) resigned from the position of Managing Director & CEO w.e.f. close of business hours on August 08, 2022.

â¢ D r. Sandeep Garg (DIN - 00036419) was appointed as the Managing Director of the Company w.e.f. August 08, 2022 upto May 31, 2025, liable to retire by rotation.

â¢ D s. Priya Pakhare resigned from the position of Company Secretary w.e.f. close of business hours on November 30, 2022.

â¢ D s. Nidhi Tanna was appointed as the Company Secretary and Key Managerial Personnel w.e.f. January 01, 2023.

â¢ D r. Sanjay Kumar Sultania resigned from the position of Chief Financial Officer w.e.f. close of business hours on January 09, 2023.

â¢ D r. Lalit Jain was appointed as the Interim Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. February 01, 2023. He was redesignated as Chief Financial Officer of the Company w.e.f. May 19, 2023.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Dipali Goenka (DIN : 00007199) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for re-appointment as a director liable to retire by rotation by the Board.

Details about the director being appointed / re-appointed is given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual Report.

b) Declaration by Independent Director(s)

The independent Directors on the Board of the Company have given declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 at the beginning of

the year and there is no change in the circumstances as on the date of this report which may affect their status as an independent director.

Your Board confirms that in its opinion the independent directors fulfill the conditions prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are independent of the management. The independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs

(âMCAâ), Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and as applicable have cleared online proficiency self-assessment test within the time prescribed by the IICA.

Further, in the opinion of the Board the independent directors, possess requisite skills, expertise, experience and integrity. For details on the required skills, expertise, experience, please refer to the disclosure made in the Corporate Governance Report forming part of Annual Report.

: (USA) Rule 4200

c) Formal Annual Evaluation Background:

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

Mode of evaluation:

Assessment is conducted through a structured questionnaire. Each question contains a scale of â0â to â3â. The Company has developed an in-house digital platform to facilitate confidential responses to a structured questionnaire. All the directors participated in the evaluation process.

A or the financial year 2022-23 the annual performance evaluation was carried out by the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of flow of Information to the Board.

Key focus areas for financial year 2023-24:

a. To schedule Committee Meetings prior to Board and Audit Committee Meetings convened for approval of financial results.

b. T oals set for Managing Director at the start of the Financial year should be shared with Independent Directors to enable evaluation of his performance on an on going basis and overall at the end of the year.

c. I n-deph analysis with respect to attrition of SMPs and KMP.

Key actions taken as a result of previous

yearâs evaluation:

a. The scheduling of time allocation for Committee Meetings has been increased and these meetings are being held a day prior to Board and Audit

Committee Meetings convened for approval of financial results.

b. The Nomination and Remuneration Committee meets at least twice a year for management presentation on all human capital issues in a more structured approach.

c. I nvitation to non Committee members to attend the Committee meetings.

d. Toals set for Managing Director and Chief Executive Officer at the start of the Financial year was shared with Independent Directors to enable evaluation of his performance on an on going basis and overall at the end of the year.

e. Avoided seeking approval for agenda by way of circular resolutions immediately after Board meeting unless urgent.

f. I mportant information shared with independent Directors from time to time.

d) Familiarization program for Independent Directors

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

The policy on Company''s familiarization program for independent directors is hosted on the website of the Company âhttps:// www.welspunenterprises.comâ under the tab - âInvestors - Policiesâ.

e) Folicy on directorsâ appointment, remuneration and other details

The salient features of the Company''s âNomination and Remuneration Policyâ on directors'' appointment, remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Point No. âIV. NOMINATION AND REMUNERATION COMMITTEEâ of the Corporate Governance Report, which forms part of the Annual Report.

f) Number of meetings of the Board

T he Board met 9 times during the financial year 2022-23, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g) Committee of the Board of Directors

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas / activities as mandated by applicable regulations; which concern the Company and need a closer review. Majority of the Members constituting the Committees are Independent Directors and each Committee is guided by its Charter

or Terms of Reference, which provide for the composition, scope, powers & duties and responsibilities. The Chairperson of the respective Committee informs the Board about the summary of the discussions held in the Committee Meetings. The minutes of the Meeting of all Committees are placed before the Board for review.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship, Share Transfer and Investor Grievance Committee, Enivronment, Social and Governance and Corporate Social Responsibility Committee, Risk Management Committee and meetings of those Committees held during the year is given in the Corporate Governance Report. For disclosure on the number of Board Meetings and Committee Meetings, the date on which the meetings were held and the attendance of each of the directors, please refer the Corporate Governance Report forming part of Annual Report.

h) F hareholding of the directors of the Company as on March 31, 2023

Tefer Corporate Governance Report for detail of shareholding of directors.

Except as mentioned in the Corporate Governance Report, none of the other Directors hold any shares in the Company.

15. VIGIL MECHANISM:

Your Company has adopted Whistle Blower Policy and Vigil Mechanism for its directors and employees and stakeholders in terms of provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and no personnel have been denied access to the Audit Committee. Protected Disclosures and other communication can be made in writing by an email addressed to the Chairman of the Audit Committee.

T he policy on Whistle Blower and Vigil Mechanism is disclosed on the website of the Company âhttps://www.welspunenterprises. comâ under the tab - âInvestors - Policiesâ.

16. LOANS,GUARANTEESANDINVESTMENTS:

T ursuant to Section 186(11)(a) of the Companies Act, 2013, your Company being engaged in the business of providing infrastructural facilities is exempt from the requirement of providing the

particulars of loans made, guarantees given or securities provided or any investment made.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into by the Company during the year under report were on an arm''s length basis and were in the ordinary course of business, to serve the mutual needs and the mutual interest. Accordingly, the disclosure of Related Party Transactions as required in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 is not applicable for this year.

For the details of the related party transactions, please refer Note 54 of Notes to Accounts to the standalone financial statements.

The Audit Committee has given its omnibus approval for the transactions which could be envisaged and the same is valid for one financial year.

The Company''s policy on dealing with Related Party Transactions as required under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed on the website of the Company at âhttps:// www.welspunenterprises.comâ under the tab -âInvestors - Policiesâ.

18. MANAGERIAL REMUNERATION:

a) Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

i. The ratio of remuneration of Mr. Balkrishan Goenka, Chairman (Executive) and Mr. Sandeep Garg, Managing Director, to the median remuneration of the employees of the Company was 1 : 133 and 1 : 71 (including the value of ESOPs and remuneration from associate company) respectively.

ii. The percentage increase/decrease in remuneration of each director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year : Managing Director - 19.17% (excluding ESOP) Chief Financial Officer - 6.54% and Company Secretary - (19.23)%.

iii. T he percentage increase in the median remuneration of employees in the financial year 2022-23 was 8.30%.

iv. As on March 31, 2023, the Company had 1,033 permanent employees on its rolls, whereas permanent employees for the Company and its subsidiaries stood at 1,129 employees.

v. A arket Capitalization of the Company as on March 31, 2023 was '' 1,883 Crore and as on March 31, 2022 was '' 1,093 Crore.

vi. T he share price increased to '' 125.55/-(NSE closing Price) as on March 31, 2023 in comparison to '' 30 (the rate at which the Company came out with the public issue in the year 2004).

vii. Average percentile increase in the salaries of employees (other than the managerial personnel), and of the managerial personnel, in the FY 202223 was 7.10% and 8.40% respectively. Higher percentile rise in managerial remuneration viz-a-viz percentile rise in remuneration to the other employees, was to appropriately compensate the managerial personnel for handling key managerial responsibilities in increasingly competitive and challenging business environment.

viii. The Profit Before Tax (before exceptional items) of the Company for FY 2022-23 was '' 250.16 Crore whereas Managing Director''s, the Chief Financial Officer''s, and the Company Secretary''s, remuneration drawn were '' 6.36 Crore (includes '' 1.50 Crore paid from Adani Welspun Exploration Limited, an associate company); '' 1.40 Crore and '' 0.29 Crore respectively.

ix. The key parameters for any variable component of remuneration availed by the directors:

1) Tarnings before interest, taxes, depreciation, and amortization

2) Revenue from Operations

3) ESG Goals

x. We affirm that the remuneration is as per the remuneration policy of the Company.

Particulars of the remuneration payable to the executive directors of the Company for the year under report is as under: ('' in Crore)
Particulars	Mr. Balkrishan Goenka-Chairman (Executive)	Mr. Sandeep Garg -Managing Director$
Salary & Allowance	7.50	4.86$
Perquisites	Nil	Nil
Commission	2%#	Nil
Details of fixed component	Nil	Nil
Service Contract/Term of appointment	June 01, 2020 to May 31, 2025	August 08, 2022 to May 31, 2025
Notice Period (as per Company policy)	3 months	3 months
Severance Fees	Nil	Nil
Stock Options	Nil	Nil
# The Company has provided for commission, @ 2% of consolidated profits, in the financial statement of the Company. $ Excludes Rs. 1.50 Crore paid from Adani Welspun Exploration Limited ("Associate Companyâ)

c) N o remuneration or perquisite was paid to, and no service contract was entered into with, the non-executive directors (including independent directors) of the Company except for the payment of the following sitting fees for attending meetings of Board / Committees of the Board/general meetings for the F.Y. 2022-23.

Sr. No.	Name of the Director	Sitting Fees ('' in Crore)
1.	Mr. Mohan Tandon	0.18
2.	Dr. Aruna Sharma	0.13
3.	Mr. Raghav Chandra	0.18
4.	Dr. Anoop Kumar Mittal	0.16
5.	Mr. Sudhir Mital	0.11

The above mentioned sitting fees paid to the non-executive directors was in line with the Nomination and Remuneration Policy of the Company. The sitting fees paid to the directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees and therefore, prior approval of the members as stipulated under Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not required.

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

e) N r. Balkrishan Goenka, Chairman (Executive) of the Company, who was in receipt of remuneration of '' 7.50 Crore from the Company and was eligible for commission of 2% of the annual profit (excluding profit/loss from capital receipts and assets disposition) of the Company on consolidated basis amounting to '' 15.32 Crore for the FY2023 and '' 2.50 Crore for the FY2022, was not in receipt of any remuneration or commission from the subsidiary companies.

f) Apart from Sitting Fees for meetings, the Board approved payment of special remuneration to the Independent Directors amounting to '' 0.20 Crore to each Independent Directors totalling to '' 1.00 Crore for their continued support, guidance and contribution to the Company for many years in particular to successful divestment of Highway Projects to Acits, subject to shareholders'' approval in the ensuing Annual General Meeting.

19. CORPORATE GOVERNANCE CERTIFICATE:

N he Compliance certificate obtained from M/s. Mihen Halani & Associates, Company Secretaries, regarding compliance of conditions of corporate governance as stipulated under Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.

20. RISK MANAGEMENT POLICY:

W ith its fast and continuous expansion in different areas of businesses across India, your Company is exposed to plethora of risks which may adversely impact growth and profitability. Prudent business management practices are the only way companies can pursue the strategic objectives of value creation of all stakeholders. With the above in view, your Company has structured risk management policy and process involving all personnel and constituted a Risk Management Committee (âRMCâ) comprising of Independent Directors and Managing Director. The Policy envisages identification of risks by each business segment and location, together with the impact that these may have on the business objectives. It also provides a mechanism for categorization of risks into Low, Medium and High according to the severity of risks. The RMC and the relevant senior executives are continuously scanning strategic, business, financial, regulatory and operational risks including cyber security & data Privacy risks which may adversely impact pursuance of the strategic direction the Company has embarked upon and the appropriate actions for mitigation of risks are advised; the risk profile is updated on the basis of change in the business environment.

As part of the Risk Management framework, there are defined Standard Operating Procedures (SOP) to evaluate risks at various levels and stages of the Company - at the Enterprise level and at the Project level, both during prebid stage and during the project execution stage. The SOPs envisages identification of specific Enterprise/Project level risks with the probability of occurrence and the impact that these may have on the business objectives and mitigation measures thereof.

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

21. MISCELLANEOUS:

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

â¢ No material change or commitment has occurred which would have affected the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report.

â¢ A here was no revision of financial statements and Board''s Report of the Company during the year under review.

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

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

â¢ A o significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the Company''s operations in future.

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

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

For disclosure of number of complaints filed, disposed of and pending in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as on the end of the financial year, please refer Corporate Governance Report forming part of this Annual Report.

â¢ T he Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

â¢ T here were no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016.

22. DIRECTORSâ RESPONSIBILITY STATEMENT:

P ursuant to Section 134(3)(c) & 134(5) of the

Companies Act, 2013, the Directors hereby

confirm that:

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

b. P he directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

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

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

23. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of DirectorsBalkrishan Goenka Place: Mumbai Chairman

Date: August 01, 2023 DIN: 00270175

Mar 31, 2018

To,

The Members,

Welspun Enterprises Limited

The directors have pleasure in presenting the 24th Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2018.

1. FINANCIAL RESULTS:

(Rs. in lakhs)

	Standalone		Consolidated
Particulars	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Revenue from operations	99,720	29,163	106,713	30,544
Other Income	9,556	9,773	11,482	10,096
Total Income	109,276	38,936	118,195	40,640
Total Expenditure	95,427	34,668	104,375	36,628
Share of profit/ (loss) from associate and joint venture	-	-	(285)	(202)
Profit Before Tax	13,849	4,268	13,536	3,810
Exceptional Items	1,417	1,068	(1,961)	(2,300)
Tax expenses/ (credit)	4,292	1,009	4,631	1,014
Profit for the year	10,974	4,327	6,944	496
Other Comprehensive Income	(88)	(5)	(93)	(4)
Total Comprehensive Income	10,886	4,322	6,851	492
Earnings Per Share
Basic (Rs)	7.44	2.49	4.71	0.29
Diluted (Rs)	7.37	2.48	4.66	0.28

The financial statements have been prepared in accordance with the applicable accounting standards.

2. PERFORMANCE HIGHLIGHTS:

Performance highlights for the year under report are as under:

(Rs. in lakhs)

	Standalone		Consolidated
Particulars	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Contract Receipts & Other Operating Income	96,741	26,365	102,695	26,847
Toll Collection	2,979	2,798	4,018	3,697

3. DIVIDEND & TRANSFER TO RESERVES:

The Board is pleased to recommend a dividend @ 15% for the year ended March 31, 2018, i.e., Rs. 1.50 per equity share of Rs. 10/- each fully paid up out of the net profits. In respect of profit declared during the previous year, Rs. 3.85 lakhs remained unclaimed as on March 31, 2018.

As per the Dividend Distribution Policy of the Company, the Board will endeavor to achieve distribution of an amount of profit subject to maximum of 25% of Profit after Tax for a financial year, on consolidated basis or standalone basis, whichever is higher. The amount of dividend together with the Dividend Distribution Tax for the year ended March 31, 2018 works out to 24.31% of Profit After Tax on standalone basis. The Policy is available on the Companyâs website at:

http://www.welspunenterpnses.com/userfiles/file/WEL%20Dividend%20Distnbution%20Policy%20%20n). pdf

4. INTERNAL CONTROLS:

The Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. The Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on the Companyâs operation.

5. SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES:

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

The Companyâs policy on Material Subsidiary as approved by the Board is uploaded on the Companyâs website www.welspunenterprises. com and a web link thereto is:

http://www.welspunenterprises.com/userfiles/file/Policy%20for%20governance%20of%20Material%20and%20other%20Subsidiaries.pdf

6. AUDITORS AND AUDITORSâ REPORT:

a) Statutory Auditors

The Companyâs Auditors, M/s. MGB & Co. LLP, Chartered Accountants, who have been appointed up to the conclusion of the 26th Annual General Meeting, subject to ratification by the members of the Company at every Annual General Meeting, have given their consent to continue to act as the Auditors of the Company. M/s. MGB & Co. LLP, Chartered Accountants is holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Members are requested to ratify their appointment as the Auditors of the Company and to fix their remuneration, by passing an ordinary resolution under Section 139 of the Companies Act, 2013.

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

b) Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company, on the recommendation of the Audit Committee, has appointed M/s. Kiran J. Mehta and Co., Cost Accountants (Firm Registration Number 000025) as the Cost Auditors of the Company for the financial year 2018-19. Members are requested to ratify their remuneration by passing an ordinary resolution.

The Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2017-18. The Cost Audit Report for the year 2016-17 was e-filed on September 6, 2017. The Cost Audit for the financial year 2017-18 is in progress and the report will be e-filed to Ministry of Corporate Affairs, Government of India, in due course.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. S. S. Risbud & Co., Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2017-18.

The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed with the report as Annexure - 2. There is no qualification, reservation or adverse remark or disclaimer made by the Company Secretary in Practice in the Secretarial Audit Report.

The Board of Directors has appointed M/s. Mihen Halani & Associates, Company Secretaries as the Secretarial Auditors of the Company for the financial year 2018-19.

d) Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

7. SHARE CAPITAL & LISTING:

a) Issue of equity shares with differential rights

The Company does not have any equity shares with differential rights.

b) Issue of sweat equity shares

During the year under report, the Company has not issued any sweat equity share.

c) Issue of employee stock options

During the financial year 2017- 18, 2,40,000 equity shares were allotted to the Managing Director in terms of âWelspun Managing Director Stock Option Plan - 2014â (âMDESOP-2014â).

The Board of Directors at its meeting held on August 11, 2017 approved the âWelspun Enterprises Limited Employees Stock

Option Plan 2017â (âWEL ESOP Scheme - 2017â), which was then approved by the members at the Annual General Meeting held on September 28, 2017. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. The applicable disclosures as stipulated under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 with regard to WEL ESOP Scheme -2017 are available on the website of your Company at www.welspunenterprises.com and weblink thereto is:

http://welspunenterprises.com/userfiles/ file/ESOP disclosure-Reg%2014.pdf

The particulars required to be disclosed pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given below:

Sr. No.		Particulars	MD ESOP-2014	WEL ESOP Scheme -2017
a	Options granted during FY 2017-18		Nil	30,00,000
b	Options vested during FY 2017-18		2,40,000	Nil
c	Options exercised during FY 2017-18		2,40,000	Nil
d	Total number of shares arising as a result of exercise of Options		2,40,000	Nil
e	Options lapsed		Nil	Nil
f	Exercise Price		Nil	Nil
g	Variation of terms of options		N.A.	N.A.
h	Money realized by exercise of options		Nil	Nil
i	Total number of options in force		Nil	Nil
j	Employee	Key Managerial Personnel	Nil	20,00,000
	wise details of options granted to	Other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	Nil	7,50,000
		Employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	Nil	Nil
k	Diluted Earnings Per Share		Rs. 7.37	Rs. 7.37
l	Weighted-average exercise price (Rs.)		Nil	Nil
m	Weighted-average fair values of options (Rs.) - as per Black Scholes Valuation Model		Rs. 53.23	Rs. 139.30

d) Difference in employee compensation cost based on intrinsic value method and fair value

The Company has expensed out cost of issuance of ESOPs by using the fair value method for valuation and accounting of the aforesaid stock options as per SEBI (Share Based Employee Benefits) Regulations, 2014.

e) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

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

f) Listing with the stock exchanges.

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

Annual listing fees for the year 2018-19 have been paid to BSE and NSE.

g) Disclosure with respect to shares held in unclaimed suspense account.

The details of unclaimed shares account as required to be disclosed pursuant to Point F to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the beginning of the year		Number of shareholders who approached issuer for transfer of shares from unclaimed shares account during the year		Number of shareholders to whom shares were transferred from unclaimed shares account during the year		Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the end of the year

No. of	No. of	No. of	No. of	No. of	No. of	No. of	No. of
Shares	Holders	Shares	Holders	Shares	Holders	Shares	Holders
31,800	212	576	3	576	3	31,224	209

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

8. FINANCE:

a) Credit Rating

The Company has been assigned credit rating of âCARE AA-â (Double A Minus) in respect of long term bank facilities and âCARE A1 â in respect of short term bank facilities, by CARE Ratings Limited (âCAREâ).

b) Deposits

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

9. EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the annual return in Form MGT-9 is attached to this Report as Annexure - 3.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Energy conservation -

In the area of alternate energy, the Company has taken initiatives beyond its normal scope of works. At our Delhi Meerut Expressway Package-I project, an entire solar power plant of capacity 1050 kW, at an investment of Rs 7.5 crore, is being installed. This power plant, installed on the Yamuna bridge, will generate green energy to meet the requirements of the complete 8.716 km stretch, thereby reducing the intake from the power grid.

Another initiative to reduce our carbon footprint is the installation of LED light bulbs at our Delhi Meerut Expressway Package-I project, reducing our power consumption.

Technology absorption -

a) The monitoring of the integrity of various road layers during construction is key to ensuring the best pavement quality. In this regard, intelligent Compaction Monitoring Systems are being utilized at all our road projects. This system analyses several parameters related to road quality and facilitates real-time compaction monitoring.

b) At our Delhi Meerut Expressway Package-I project, vertical green walls have been installed along both sides of the Yamuna bridge with drip irrigation technology. This helps in reducing pollution along with better aesthetics.

c) The Company has utilized new building techniques in its projects - it is one of the few companies in India to have used pile foundations in constructing a river bridge.

d) SAP PS-Module is used to monitor the physical and financial progress on all our projects.

Details of Foreign exchange earnings and outgo are as under-

Foreign exchange earnings : Nil Foreign exchange outgo : Rs. 7.71 lakhs

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the absence of average net profits during the three immediately preceding financial years, the Company was not required to contribute any amount for CSR activities as required under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014.

The CSR Policy is hosted on the Companyâs website www.welspunenterprises.com and a web link thereto is:http://www.welspunenterprises.com/userfiles/file/CSR%20Policy%20-.pdf

Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as Annexure - 4.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Companyâs Board comprises of a mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of the Annual Report.

a) Changes in Directors and Key Managerial Personnel

During the period under review, Insight Solutions Limited and Granele Limited, ceased to be investors of the Company and hence, withdrew the directorship of Mr. Mintoo Bhandari and Mr. Utsav Baijal (Alternate Director to Mr. Mintoo Bhandari) from the Board of Directors of the Company. As a result, Mr. Mintoo Bhandari and Mr. Utsav Baijal ceased to be directors of the Company w.e.f. November 22, 2017.

Ms. Indu Daryani resigned from the position of Company Secretary w.e.f. February 28, 2018.

Ms. Priya Pakhare was appointed as Company Secretary w.e.f. May 10, 2018.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Balkrishan Goenka (DIN:00270175) and Mr. Rajesh R. Mandawewala (DIN:00007179) are retiring by rotation at the forthcoming Annual General Meeting. The Board of Directors has recommended Mr. Goenkaâs appointment as a director not liable to retire by rotation whereas, Mr. Mandawewala, being eligible, has been recommended for re-appointment as a director liable to retire by rotation by the Board.

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

b) Declaration by Independent Director(s)

The independent directors on the Board of the Company have given declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this report which may affect their status as an independent director.

c) Formal Annual Evaluation

The evaluation process invited through IT enabled platform sought graded responses to a structured questionnaire for each aspect of the evaluation viz. time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions. For the financial year 201718, the annual performance evaluation was carried out by the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non-independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory.

d) Familiarization program for Independent Directors

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

The policy on Companyâs familiarization program for independent directors is hosted on the Companyâs website www. welspunenterprises.com and a web link thereto is:

http://welspunenterprises.com/userfiles/file/Familiarisation%20program%20WEL(LODR).PDF

e) Policy on directorsâ appointment, remuneration and other details

The salient features of the Companyâs âNomination and Remuneration Policyâ on directorsâ appointment, remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Point No. âV. NOMINATION AND REMUNERATION COMMITTEEâ of the Corporate Governance Report which forms part of the Annual Report.

f) Number of meetings of the Board

The Board met 9 times during the financial year 2017-18, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g) Committee of the Board of Directors

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholdersâ Relationship, Share Transfer and Investor Grievance Committee, Corporate Social Responsibility Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

13. VIGIL MECHANISM:

The Company has adopted Whistle Blower Policy and Vigil Mechanism for its directors and employees in terms of provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and no personnel have been denied access to the Audit Committee. Protected Disclosures and other communication can be made in writing by an email addressed to the Chairman of the Audit Committee.

The policy on Whistle Blower Policy and Vigil Mechanism is disclosed on the Companyâs website and a web link thereto is as under:

http://www.welspunenterprises.com/userfiles/file/Whistle%20Blower%20Policy%20and%20Vigil%20Mechanism.pdf

14. LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to Section 186(11)(a) of the Companies Act, 2013, the Company being engaged in the business of providing infrastructural facilities is exempt from the requirement of providing the particulars of loans made, guarantees given or securities provided.

For particulars of the investments made by the Company for the period under report, refer Note 6 and 11 of Notes to Accounts to the standalone financial statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into by the Company during the year under report were on an armâs length basis and were in the ordinary course of business, to serve the mutual needs and the mutual interest. The approval of the shareholders was obtained on March 5, 2018, by way of postal ballot for all the material related party transactions entered into/ to be entered into by the Company during F.Y. 2017-18 and F.Y. 2018-19 in the ordinary course of business and on armâs length basis with related party/ies within the meaning of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For the details of the related party transactions, please refer Note No. 47 of Notes to Accounts to the standalone financial statements.

The Audit Committee has given its omnibus approval for the transactions which could be envisaged and the same is valid for one financial year.

The Companyâs policy on dealing with Related Party Transactions as required under Regulation 23 of LODR is disclosed on the Companyâs website www.welspunenterprises.com and a web link thereto is as under:

http://www.welspunenterprises.com/userfiles/file/Related%20Party%20Transaction%20Policy.pdf

Disclosures as required under the Companies Act, 2013 are given in Form AOC-2 annexed as Annexure - 5 to this Report.

16. MANAGERIAL REMUNERATION:

a) Details of the ratio of the remuneration of each director to the median employeeâs remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

i. The ratio of remuneration of Mr. Balkrishan Goenka, Chairman (Executive) and Mr. Sandeep Garg, Managing Director, to the median remuneration of the employees of the Company was 1:237 and 1:387 (including the value of ESOPs an remuneration from associate company) respectively.

ii. The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year : Managing Director was 22% Chief Financial Officer : 10% and Company Secretary : 7%.

iii. The percentage increase in the median remuneration of employees in the financial year 2017-18 was 7%.

iv. 448 permanent employees were on the rolls of the Company as on March 31, 2018.

v. Market Capitalization of the Company as on March 31, 2018 was Rs. 208,538 lakhs and as on March 31, 2017, it was Rs. 123,137 lakhs.

vi. The share price increased to Rs. 141.35/-(NSE closing Price) as on March 31, 2018 in comparison to Rs. 30 (the rate at which the Company came out with the public issue in the year 2004).

vii. Average percentile increase in the salaries of employees (other than the managerial personnel), and of the managerial personnel, in the FY 2017-18 was ~8% and 13% respectively. Higher percentile rise in managerial remuneration viz-a-viz percentile rise in remuneration to the other employees, was to appropriately compensate the managerial personnel for handling key managerial responsibilities in increasingly competitive and challenging business environment.

viii. The Profit before Tax (before exceptional items) of the Company for F.Y. 2017-18 was Rs. 13,849/- lakhs whereas Managing Directorâs, the Chief Financial Officerâs, and the Company Secretaryâs, remuneration were Rs. 336.85 lakhs (includes Rs. 120 lakhs paid from associate company); Rs. 78.24 lakhs and Rs. 14.72 lakhs respectively.

ix. We affirm that the remuneration is as per the remuneration policy of the Company.

b) Details of the top ten employee in terms of remuneration drawn and name of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

Name	Designation	Age (yrs)	DOJ	Current CTC (Rs. in lakhs)	Qualification & Experience	Previous Company	Nature of Employment (whether contractual or permanent)	% Of Equity Shares held in the Company	Relative of any Director/ Manager of the company	DOL/ Transfer
Sandeep Garg	Managing Director	58	16.07.2012	660.06#	BE, 37 years	ILFS	Permanent	0.81	No	-
Shriniwas Kargutkar	Chief Financial Officer	60	01.08.2014	83.00	CA, 34 years	Raymond Ltd.	Permanent	0.00	No
Akhil Jindal	Director*	48	01.07.2015	368.18	BE & MBA, 24 years	S. Kumar Group	Permanent	Nil	No	-
Deepak Chauhan	Director*	46	01.09.2017	202.38	B Com/ LLB/ LLM, 22 years	GVK Power & Infrastructure Ltd.	Permanent	Nil	No
Banwari Lal Biyani	Director*	58	01.08.2014	158.87	AICWA, 40 years	Ispat Industrial Ltd.	Permanent	Nil	No	-
Asim Chakraborty	Director*	57	01.07.2016	143.18	BE, 37 years	Gherzi Eastern Ltd.	Permanent	0.01	No	-
Narendra Kumar Bhandari	President	56	01.11.2014	74.08	CA, 32 years	Fata Tanning Ltd.	Permanent	Nil	No	-
Lalit Jain	Senior Vice President	48	23.04.2012	82.87	CA and ICWA, 23 years	Essar Projects India Ltd.	Permanent	Nil	No	-
V. Ramabalakrishnan	Senior Vice President	51	04.03.2016	104.67	BE and MBA, 29 years	Reliance Infrastructure Ltd.	Permanent	Nil	No
Prateek Rungta	Vice President	49	01.08.2014	63.90	BE, 27 years	Welspun India Ltd.	Permanent	Nil	No	-

# Include Rs. 120 lakhs paid from associate company

* Not on the Board of the Company

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

c) No remuneration or perquisite was paid to, and no service contract was entered into with, the non-executive directors (including independent directors) of the Company except for the payment of the following sitting fees for attending meetings of Board / Committees of the Board/general meetings for the FY 2017-18.

Sr. No.	Name of the Director	Sitting Fees (Rs.)
1	Mohan Tandon	547,000
2	Ram Gopal Sharma	553,000
3	Mala Todarwal	316,000
4	Utsav Baijal	48,000
5	Yogesh Agarwal	295,000
6	Dhruv Kaji	457,000

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

e) Mr. Balkrishan Goenka, Chairman (Executive) of the Company, who was in receipt of remuneration of Rs. 405 lakhs from the Company and was eligible for commission of 2% of the annual profit (excluding profit/loss from capital receipts and assets disposition) of the Company on consolidated basis, was not in receipt of any remuneration or commission from the subsidiary companies.

f) Apart from Sitting Fees for meetings, there is no pecuniary transaction entered into by the non-executive directors with the Company.

17. SHAREHOLDING OF THE DIRECTORS OF THE COMPANY AS ON MARCH 31, 2018:

Refer Corporate Governance Report for detail of shareholding of directors.

Except as mentioned in the Corporate Governance Report, none of the other Directors hold any shares in the Company.

18. CORPORATE GOVERNANCE CERTIFICATE:

The compliance certificate obtained from M/s. S. S. Risbud & Co., Company Secretaries, regarding compliance of conditions of corporate governance as stipulated under Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with this Report.

19. RISK MANAGEMENT POLICY:

With its fast and continuous expansion in the volume of businesses in the highly competitive & challenging scenario, the Company is exposed to plethora of risks which may adversely impact growth and profitability. The Company recognizes that risk management is of concern to all levels of the businesses and requires a structured risk management policy and process involving all personnel. With this objective, the Company had formulated structured Risk Management Policy thereby to effectively address such risks namely strategic, business, regulatory and operational risks especially BOT projects.

The Policy envisages identification of risks together with the impact that these may have on the business objectives. It also provides a mechanism for categorization of risks into Low, Medium and High according to the severity of risks. The risks identified are reviewed by a committee of senior executives and the Managing Director of the Company and appropriate actions for mitigation of risks are advised; the risk profile is updated on the basis of change in the business environment.

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

20. DIRECTORSâ RESPONSIBILITY STATEMENT:

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

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

b. the directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

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

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

21. MISCELLANEOUS:

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

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

- No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the Companyâs operations in future.

- Further, during the year under review, no case of sexual harassment was reported to the Internal Complaints Committee formed under the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

22. ACKNOWLEDGEMENTS:

The directors thank the government authorities, financial institutions, Banks, Customers, Suppliers, Shareholders, Employees and other business associates of the Company, who through their continued support and co-operation, have helped as partner in the Companyâs progress and achievement of its objectives.

For and on behalf of the Board of Directors

Balkrishan Goenka

Place: Mumbai Chairman

Date: May 10, 2018 DIN: 00270175

Mar 31, 2017

Directorsâ Report

To,

The Members,

Welspun Enterprises Limited

(Formerly known as Welspun Projects Limited)

Your directors have pleasure in presenting the 23^rd Annual Report of your Company along with the Audited Financial Statement for the financial year ended March 31, 2017.

1. FINANCIAL RESULTS:___(Rs,in Lakhs)

Particulars	Standalone		Consolidated
	FY 2016 - 17	FY 2015 - 16	FY 2016 - 17	FY 2015 - 16
Revenue from operations	30,053	18,485	31,435	18,805
Other Income	7,058	9,531	7,188	8,390
Interest Income	2,715	2,043	2908	1,883
Total Income	39,826	30,059	41,531	29,078
Total Expenditure	35,558	26,943	37,519	27,488
Share of profit/ (loss) from associate and joint venture	-	-	(202)	332
Profit Before Tax	4,268	3,116	3,810	1,922
Exceptional Items	1,068	718	(2,300)	(2,319)
Tax expenses/ (credit)	1,009	(470)	1,014	(460)
Profit for the year	4,327	4,304	496	63
Other Comprehensive Income	(5)	(2)	(4)	(3)
Total Comprehensive Income	4,322	4,302	492	60
Earnings Per Share
Basic	2.49	2.48	0.29	0.04
Diluted	2.48	2.47	0.28	0.04

The financial statements have been prepared in accordance with the applicable accounting standards.

2. PERFORMANCE HIGHLIGHTS:

Performance highlights for the year under report are as under: ( Rs, _{in Lakhs})

Particulars	Standalone		Consolidated
	FY 2016 - 17	FY 2015 - 16	FY 2016 - 17	FY 2015 - 16
Contract Receipts & Other Operating Income	27,255	15,368	27,738	14,963
Toll Collection	2,798	3,117	3,697	3,842

3. DIVIDEND & TRANSFER TO RESERVES:

The Board is pleased to recommend a dividend @ 7.5% for the year ended March 31, 2017 i.e. Re.0.75 per equity share of Rs.10/- each fully paid up out of the accumulated profits.

The Board of Directors approved and adopted Dividend Distribution Policy of the Company setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders and/ or retaining the profits earned by the Company. As per the Policy, the Board will endeavor to achieve distribution of an amount of profit subject to maximum of 25% of Profit after Tax for a financial year, on consolidated basis or standalone basis whichever is higher. The Policy is available on your Companyâs website at:

http://www.welspunenterprises.com/userfiles/file/WEL%20Dividend%20Distribution%20Policy%20%2

0(1).pdf

Further, no amount is proposed to be transferred to reserves of your Company.

4. BUY BACK OF EQUITY SHARES:

During the year, the Company has bought back 26,987,479 (15.49%) equity shares of Rs. 10 each fully paid up, for a total consideration of Rs. 1,673,223,698/- in accordance with the provisions of Sections 68, 69, 70 of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014 to the extent applicable, and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998.

5. INTERNAL CONTROLS:

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your company has a process in place to continuously monitor existing controls and identify gaps and implement new and improved controls wherever the effect of such gaps would have a material impact on your companyâs operation.

6. SUBSIDIARIES/JOINT VENTURES COMPANIES:

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

Your companyâs policy on Material Subsidiary as approved by the Board is uploaded on your Companyâs website www.welspunenterprises.com and a web link thereto is:

http://www.welspunenterprises.com/userfiles/file/Policy%20for%20governance%20of%20Material%20

and%20other%20Subsidiaries.pdf

7. AUDITORS AND AUDITORSâ REPORT:

a) Statutory Auditors

Your companyâs Auditors, M/s. MGB & Co. LLP, Chartered Accountants who have been appointed up to the conclusion of the 26th Annual General Meeting, subject to ratification by the members of your Company at every Annual General Meeting, have given their consent to continue to act as the Auditors of your Company. M/s.MGB & Co. LLP, Chartered Accountants is holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Members are requested to ratify their appointment as the Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 139 of the Companies Act, 2013.

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

b) Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company, on the recommendations of the Audit committee, has appointed M/s Kiran J Mehta and Co., Cost Accountants (Firm Registration Number 000025) as the Cost Auditors of your company for the financial year 2017

18. Members are requested to ratify their remuneration by passing an ordinary resolution.

The Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year 2016-17. The Cost Audit Report for the Financial year 2015-16 was e-filed on September 26, 2016. The Cost Audit for the financial year 2016-17 is in progress and the report will be e-filed to Ministry of Corporate Affairs, Government of India in due course.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company has appointed M/s. S. S. Risbud & Co., Company Secretaries as the Secretarial Auditor of your company for the financial year 2017-18.

The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed with the report as Annexure - 2. There is no qualification, reservation or adverse remark or disclaimer made by the Company Secretary in Practice in the Secretarial Audit Report.

d) Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors of your Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

8. SHARE CAPITAL & LISTING:

a) Issue of equity shares with differential rights

The Company does not have any equity share with differential rights and hence disclosure as required under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not required.

b) Issue of sweat equity shares

During the year under report, the Company has not allotted any sweat equity share. Therefore, disclosure as required under Rule 8 (13) of the Companies (Share Capital and Debentures) Rules, 2014 is not required.

c) Issue of employee stock options

During the financial year, 240,000 options were granted to the Managing Director in terms of âWelspun Managing Director Stock Option Plan -2014â (âMDES0P-2014â). Further, your company allotted 2,40,000 equity shares to the Managing Director against the options granted in the last year and exercised by him after vesting.

During the financial year 2016-17, there has been no change in the MDES0P-2014. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. The applicable disclosures as stipulated under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 with regard to MDES0P-2014 are available on the website of your Company at www.welspunenterprises.com and weblink thereto is:

http://www.welspunenterprises.com/userfiles/file/WEL-MDES0P%20disclosure_2016-17.pdf

a	Options granted during FY 2016-17		240,000
b	Options vested during FY 2016-17		240,000
c	Options exercised during FY 2016-17		240,000
d	Total number of shares arising as a result of exercise of Options		240,000
e	Options lapsed		Nil
f	Exercise Price		Nil
g	Variation of terms of options		N.A.
h	Money realized by exercise of options		Nil
i	Total number of options in force		240,000
j	Employee wise details of options granted to	Key Managerial Personnel	240,000
		Other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year.	Nil
		Employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	Nil
k	Diluted Earnings Per Share		2.48
l	Weighted - average exercise price (Rs.)		Nil
m	Weighted - average fair values of options (Rs.)		53.23 (as per Black Scholes Valuation model)

d) Provision of money by company for purchase of, its own shares by employees or by trustees for the benefit of employees

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

e) Disclosure with respect to shares held in unclaimed suspense account

The details of the unclaimed shares account as required to be disclosed pursuant to Point F to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the beginning of the year		Number of shareholders who approached issuer for transfer of shares from unclaimed shares account during the year		Number of shareholders to whom shares were transferred from unclaimed shares account during the year		Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the end of the year
No. of Shares	No. of Holders	No. of Shares	No. of Holders	No. of Shares	No. of Holders	No. of Shares	No. of Holders
31,800	212	-	-	-	-	31,800	212

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

f) Listing with the stock exchanges

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

Annual listing fees for the financial year 2017-18 have been paid to BSE and NSE.

9. FINANCE:

a) Credit Rating

Your company has been assigned credit rating of "CARE A " (Single A Plus) in respect of long term bank facilities and âCARE A1 â (A one Plus) in respect of short term bank facilities, by Credit Analysis & Research Limited (âCAREâ).

b) Deposits

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

10. EXTRACT OF THE ANNUAL RETURN:

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The operations of the Company are not energy intensive and therefore there is nothing to report on conservation of energy. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumption.

The Company has implemented Project System Module of SAP to monitor daily road projects of HAM (Hybrid Annuity Model) projects. The Company has adopted quality monitoring technology for construction of roads/ Structures in HAM projects.

Details of the Foreign Exchange Earnings and Outgo are as under:

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In view of the absence of average net profit for the past three financial years computed in accordance with Section 198 of the Companies Act, 2013, your company need not contribute any amount for CSR activities as required under Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility) Rules, 2014.

Your companyâs CSR Policy is hosted on your companyâs website www.welspunenterprises.com and a web link thereto is: http://www.welspunenterprises.com/userfiles/file/CSR%20Policy%20-.pdf

Disclosure as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure - 4.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your companyâs Board comprises of a mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of this report.

a) Changes in Directors and Key Managerial Personnel

Since the last report, the following changes took place in the Board of Directors of the Company:

Ms. Mala Todarwal (DIN: 06933515) has been re-appointed by the Members of the Company at the Annual General Meeting held on September 30, 2016 as an independent director for three consecutive years as w.e.f. August 05, 2016 to hold office for three consecutive years for the second term up to August 04, 2019 by way of passing a special resolution pursuant to the provisions of Section 149 of the Companies Act, 2013.

Mr. Dhruv Subodh Kaji (Din : 00192559) was appointed as an additional independent director with effect from May 30, 2017, whose term is expiring at the forthcoming Annual General Meeting. Pursuant to Section 160 of the Companies Act, 2013, the Company has received a notice from a member proposing Mr. Kaji for appointment as a director of the Company. Accordingly, a resolution proposing his appointment has been included in the notice convening the Annual General Meeting. Mr. Kaji meets the criteria of independence as provided in Section 149 (6) of the Companies Act, 2013.

There is no change in Key Managerial Personnel.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sandeep Garg (DIN: 00036419) and Mr. Mintoo Bhandari (Din : 00054831) are retiring by rotation at the forthcoming Annual General Meeting and being eligible, they have been recommended for re-appointment by the Board.

Details about the directors being appointed / re-appointed are given in the Notice of the 23^rd Annual General Meeting being sent to the members along with the Annual Report.

b) Declaration by Independent Director(s)

The independent directors on the Board of your company have given their declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this report which may affect their status as an independent director.

c) Formal Annual Evaluation

The Company followed the evaluation process with specific focus on the performance vis-a-vis the plans, meeting of challenging situations, performing of leadership role within, and effective functioning of the Board etc. which was largely in line with the SEBI Guidance Note on Board Evaluation dated January 5, 2017. The evaluation process invited through IT enabled platform sought graded responses to a structured questionnaire for each aspect of the evaluation viz. time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions. For the financial year 2016-17, the annual performance evaluation was carried out by the Independent Directors, Nomination and Remuneration Committee and the Board, which included evaluation of the Board, Independent Directors, Non independent Directors, Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the Board. All the results were satisfactory.

d) Familiarization program for Independent Directors

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

The policy on Companyâs familiarization program for independent directors is hosted on the Company''s website www.welspunenterprises.com and a web link thereto is: http://www.welspunenterprises.com/userfiles/file/Familiarisation%20program.pdf

e) Policy on directorsâ appointment, remuneration and other details

The salient features of your Companyâs âNomination and Remuneration Policyâ on directorsâ appointment, remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Point No. âV. NOMINATION AND REMUNERATION COMMITTEEâ of the Corporate Governance Report, which forms part of this report.

f) Number of meetings of the Board

The Board met 6 times during the financial year 2016-17, the details of which are given in the Corporate Governance Report forming part of this Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

g) Committee of the Board of Directors

Information on the Audit Committee, the Nomination and Remuneration Committee, the Share Transfer, Investor Grievance and Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee and meetings of those committees held during the year is given in the Corporate Governance Report.

14. VIGIL MECHANISM:

Your Company has adopted Whistle Blower Policy and Vigil Mechanism for its directors and employees in terms of provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 and no personnel have been denied access to the Audit Committee. Protected Disclosures and other communication can be made in writing by an email addressed to the Chairman of the Audit Committee.

The policy on Whistle Blower Policy and Vigil Mechanism is disclosed on the Companyâs website and a web link thereto is as under:

http://www.welspunenterprises.com/userfiles/file/Whistle%20Blower%20Policy%20and%20Vigil%20M

echanism.pdf

15. LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to Section 186(11)(a) of the Companies Act, 2013, your company, being a company engaged in the business of providing infrastructural facilities, is exempt from the requirement of providing the particulars of loans made, guarantees given or securities provided.

For the particulars of the investments made by your company during the period under report, refer Note 6 and 12 of the standalone financial statement.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into by your company during the year under report were

on an armâs length basis and were in the ordinary course of business, to serve the mutual needs and the mutual interest except that the sale of entire investment of the Company in the equity share capital of Welspun Energy Private Limited to Welshop Trading Private Limited, although was at an armâs length and mutually suitable but was considered to be of an extraordinary nature, a membersâ resolution for which was passed by unrelated members in terms of Section 188 of the Companies Act,2013, through Postal Ballot based on consolidated report of the Scrutinizer dated February 01, 2017. For the details of the related party transactions, please refer Note No. 54 of Notes to Accounts to the standalone financial statement.

The Audit Committee has given its omnibus approval for the transactions which could be envisaged and the same is valid for one financial year.

The Companyâs policy on dealing with Related Party Transactions as required under Regulation 23 of LODR is disclosed on the Companyâs website www.welspunenterprises.com and a web link thereto is as under:

http://www.welspunenterprises.com/userfiles/file/Related%20Party%20Transaction%20Policy.pdf

Disclosures as required under the Companies Act, 2013 are given in Form AOC-2 annexed as Annexure 5 to this Report.

17. MANAGERIAL REMUNERATION:

a) Details of the ratio of the remuneration of each executive director to the median employeeâs remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

i) The ratio of remuneration of Mr. Balkrishan Goenka, Chairman (Executive) and Mr. Sandeep Garg, Managing Director to the median remuneration of the employees of the Company was 1: 88 and 1:304 (including the value of ESOPs and remuneration from associate company) respectively.

ii) The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year : Managing Director : 9% (excluding ESOP and onetime bonus), Chief Financial Officer : 14 % and Company Secretary : 11%.

iii) The percentage increase in the median remuneration of employees in the financial year 2016-17 was 5%.

iv) 504 permanent employees were on the roll of the Company as on March 31, 2017.

v) Market Capitalization of the Company as on March 31, 2017 was Rs. 12,313,699,482 (post Buy-Back) and as on March 31, 2016, it was Rs.8,223,415,279.

vi) The share price increased to Rs.83.60 (BSE closing Price) as on March 31, 2017 in comparison to Rs.

30 (the rate at which the Company came out with the public issue in the year 2004).

vii) Average percentile increase in the salaries of employees (other than the managerial personnel), and of the managerial personnel, in the FY 2016-17 was 9% and 6% (excluding ESOP and one-time bonus) respectively. Percentile increase in managerial remuneration is lower than the percentile increase in the salaries of other employees because there was no increases in the remuneration to executive chairman.

viii)The Profit before Tax of the Company for FY 2016-17 was Rs. 5,336/- (in Lakhs) whereas Managing Directorâs, the Chief Financial Officerâs, and the Company Secretaryâs, remuneration were Rs. 416 Lakhs (including Rs.120 Lakh paid from associate company and the ESOPs Perquisites); Rs. 72 Lakh and Rs. 14 Lakh respectively .

ix) We affirm that the remuneration is as per the remuneration policy of the Company.

b) Details of the top ten employees in terms of the remuneration drawn and the name of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014 are as under: ( Rs, _{m Lakhs})

NameH

Designation

Age

Current CTC (Rs)

Qualificati on and experience

Previous

Company

Nature of Employme nt

(whether

contractual

permanent)

% Of Equity Shares held in the Company

Relative of any Director/ Manager of the Company

DOL/

Trans

fer

Sandeep

Garg

Managing

Director

years

16/07/2012

*416^H

BE, 36 yrs.

ILFS, Demi

PermaneM

0.65

Banwari Lal Biy ni

Director-Operation Head - BOT & EPC

years

01/08/2014

139

AICWA, 39 yrs

Ispat

Industrial

Ltd.,

Mumbai

Permanent

0.00

Asim Chakrab- orty	Director-COO -Highways	56 years	23/01/2003	129	BE, 36 years	Gherzi Eastern Limited	Permanent	No	NA
Shriniwas Kargutkar	Chief Financial Officer	59 years	15/05/2008	75	CA, 33 yrs	Welspun Corp Ltd.	Permanent	No	NA
Narendra Bhanda ri	President -Finance and Acounts	56 years	25/09/2009	67	CA, 31 yrs	Welspun Maxsteel Limited	Permanen t	No	NA
V Rambala-krishna n	Senior Vice President -Execution	51 years	04/03/2016	93	BE, MBA, 28 yrs	Reliance Infrastruct ure Ltd.	Permanent	No	NA
Lalit Kumar Jain	Senior Vice President-Finance and Accounts	47 years	23/04/2012	75	CA, 22yrs	Essar Projects India Ltd., Mumbai	Permanen t	No	NA
Prateek Rungta	Vice President -Head -Supply Chain Management	48yrs	16/02/2010	60	BE, 26 yrs	Ispat Industries Limited	Permanent	No	NA
Vinoo Sanjay	Assistant Vice President - EA to M D	43yrs	05/12/2009	55	MS/PGDM -IIM, 12 yrs	Feedback Ventu res Pvt Ltd	Permanent	No	NA
Mahesh Rohra	Senior General Manager -Estimation & Engineering	50 yrs	18/07/2013	56	BE,25 yrs	Shriram EPC Ltd	Permanent	No	06/02/ 2017

-Includes Rs. 120 Lakhs paid from associate company and the ESOPs perquisites.

c) Particulars of the remuneration payable/paid to the executive directors of the Company for the year under report is as under: ( Rs, _{in Lakhs})

Particulars	Mr. Balkrishan Goenka-Chairman (Executive)	Mr. Sandeep Garg -Managing Director
Salary & Allowance	Rs. 120	Rs. 276* (from Apr 1, 2016 to Mar 31, 2017)
Perquisites	NIL	ESOPs Perquisite : Rs. 140
Commission	2% of the annual profit (excluding profit/loss from capital receipts and assets disposition) of your Company on consolidated basis. Payable/Paid : Nil	NIL
Details of fixed component	Rs. 120	Rs. 276*
Service Contract/Term of appointment	5 years from May 29, 2015 to May 28, 2020	5 years from July 16, 2012 to July 15, 2017
Notice Period (as per Company	3 months	3 months
Severance Fees	NIL	NIL
Stock Options	NIL	Up to 1,200,000 as under:
		No. of ESOPs	Date of Grant	Date of Vestmg	Date of Exercise
		7,20,000	16-02-2015	16-02-2016	17-02-2016
		2,40,000	14-07-2015	14-07-2016	18-07-2016
		2,40,000	14-07-2016	14-07-2017	N.A.

d) No remuneration or perquisite was paid to, and no service contract was entered into with, the nonexecutive directors (including independent directors) of your Company except for the payment of the following sitting fees for attending meetings of Board / Committees of the Board/general meetings for the FY 2016-17.

Sr. No.	Name of the Director	Sitting Fees (Rs.)
1	Mr. Mohan Tandon	521,000
2	Mr. Ram Gopal Sharma	459,000
3	Ms. Mala Todarwal	371,000
4	Mr. Mintoo Bhandari	168,000
5	Mr. Utsav Baijal	234,000
6	Mr. Yogesh Agarwal	150,000

The above mentioned sitting fees paid to the non-executive directors was in line with the Nomination and Remuneration Policy of your Company. The sitting fees paid to the directors was within the limits prescribed under the Companies Act, 2013 for payment of sitting fees and therefore prior approval of the members as stipulated under Regulation 17 (6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not required.

e) Mr. Sandeep Garg, Managing Director of the Company was not in receipt of any commission from your Company nor any remuneration or commission from your Companyâs subsidiary companies.

f) Mr. Balkrishan Goenka, Chairman (Executive) of the Company, who was in receipt of remuneration of Rs. 12,000,000 from your Company and was entitled for commission of 2% of the annual profit (excluding profit/loss from capital receipts and assets disposition) of your Company on consolidated basis, was not in receipt of any remuneration or commission from your Companyâs subsidiary companies.

g) Apart from Sitting Fees for meetings, there is no pecuniary transaction entered into by the nonexecutive directors with your company.

18. SHAREHOLDING OF THE DIRECTORS OF THE COMPANY AS ON MARCH 31, 2017:

Refer corporate governance report for detail of shareholding of directors

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

19. CORPORATE GOVERNANCE CERTIFICATE:

The compliance certificate obtained from M/s. S.S. Risbud & Co, Company Secretaries regarding compliance of the conditions of corporate governance as stipulated under Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with this Report.

20.RISK MANAGEMENT POLICY:

With its fast and continuous expansion in the volume of businesses in the highly competitive & challenging scenario, the Company is exposed to plethora of risks which may adversely impact growth and profitability. The Company recognizes that risk management is of concern to all levels of the businesses and requires a structured risk management policy and process involving all personnel. With this objective, the Company had formulated structured Risk Management Policy to effectively address such risks namely strategic, business, regulatory and operational risks especially road projects.

The Policy envisages identification of risks together with the impact that these may have on the business objectives. It also provides a mechanism for categorization of risks into Low, Medium and High according to the severity of risks. The risks identified are reviewed by a committee of senior executives and the Managing Director of the Company and appropriate actions for mitigation of risks are advised. The risk profile is updated on the basis of change in the business environment.

For the key business risks identified by your Company please refer to the Management Discussion and Analysis which is part of this Report.

21. DIRECTORSâ RESPONSIBILITY STATEMENT:

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

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

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

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

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

22.MISCELLANEOUS:

- During the year under Report, there was no change in the general nature of business of your company.

- No material change or commitment has occurred which would have affected the financial position of your company between the end of the financial year to which the financial statements relate and the date of the report.

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

- Further, the Board of your company approved the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace and formed Internal Complaints Committee for each location of your company. No case of sexual harassment was reported to the Internal Complaints Committee during the year under review.

23.ACKNOWLEDGEMENTS:

Your directors thank the government authorities, financial institutions, banks, customers, suppliers, shareholders, employees and other business associates of the Company, who through their continued support and co-operation, have helped as partner in your companyâs progress and achievement of its objectives.

For and on behalf of the Board of Directors

Balkrishan Goenka

^{Place: Mumbai} Chairman

^{Date : May 30, 2017} DIN: 00270175

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the 20th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on March 31, 2014.

1. Financial Performance (Rs. in Lakh)

PARTICULARS FY2013-14 FY2013-14 FY2012-13 FY2012-13

Contract Receipts & 16,946.65 17,066.64 34,337.22 34,489.36 Other Operating Income

Toll Collection 7,398.09 3,231.32 7,289.58 3,027.08

Other Income 3,194.74 3,311.81 1,432.34 1,493.00

Change in Work in (1,907.53) (1,907.53) 250.45 250.45 Progress

Total Income 25,631.95 21,702.24 43,309.59 39,259.89

Total Expenditure 28,998.06 24,873.44 43,021.96 38,802.71

Profit Before Tax (3,366.10) (3,171.20) 287.63 457.18

Exceptional Items (3,406.82) (3,406.82) - -

Less : Provision (672.36) 754.58 (301.38) 89.14 for Tax

Profit After Tax (6,100.56) (5,823.44) 589.01 546.33

Balance Carried to - (5,823.44) 589.01 546.33 Balance Sheet

Earning Per Share (Rs.) (15.25) - 1.47 -

The order book position as on M arch 31, 2014 i s approx Rs. 193 crores. During the year under report your company executed orders worth Rs.185 crores.

During the year under report, the Company sold its 7.5% equity shareholding in Leighton Welspun Contractors Pvt. Ltd through its associates to Leighton International Limited for aggregate consideration of Rs. 81 crores.

2. Dividend

In view of loss during Financial Year 2013-14, your directors do not recommend any dividend on equity shares of the Company for the year ended M arch 31, 2014.

3. Directors

Since the last report, Mr. Nirmal Gangwal, Independent Director, resigned as director of the Company with effect from August 05, 2013. and Mrs. Mala Todarwal was appointed as an Independent Director of the Company with effect from August 05, 2014. In accordance with the requirements of the Companies Act, 2013 and Article 150 of the Articles of Association of the Company, Mr. Rajesh Mandawewala, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

In terms of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder it is proposed to appoint Mr. Mohan Tandon, Mr. AK Dasgupta, Mr. Atul Desai for a term of consecutive period of 5 (Five) years upto M arch 31, 2019, Mrs. Mala Todarwal, as independent directors of the Company for a period of 2 (Two) years for a term up to August 04, 2016.

The details of these directors are provided in the Notice of the ensuing Annual General Meeting being sent to shareholders along with Annual Report.

4. Deposits

During the financial year 2013-14, the Company did not accept any public deposits as per Section 58A of the Companies Act, 1956 and rules made there under. No amount on account of principal or interest on public deposit was outstanding on the date of the Balance Sheet.

5. Auditors

The Company s Statutory Auditors, M/s Chandrakant & Sevantilal & J. K. Shah & Company, Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received written consent from the Auditor for their reappointment and certificate to effect that the appointment, if made shall be in accordance with provisions of Section 139(1) of the Companies Act, 2013 re ad with Companies (Audit and Auditors) Rules, 2014.

6. Auditors Report

The Auditors observation read with Notes to Account are self explanatory and therefore do not call for any comments.

7. Cost Audit Report

The Company has appointed M/s Kiran J Mehta and Co., (FRN- 000025) Cost Accountants for conducting Cost Audit for the Company for the financial year 2014-15. The Cost Audit Report for financial year 2013-14 is approved by the Board of Directors and the report is e-filed with the Ministry of Corporate Affairs, Government of India.

8. Internal Control Systems :

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with recommendations contained therein are reviewed by the Audit Committee of the Board.

9. Subsidiaries:-

As on M arch 31, 2014 the following companies, were subsidiaries of the Company viz. (1) MSK Projects (Himmatnagar Bypass) Private Limited (2) MSK Projects (Kim Mandvi Corridor) Private Limited (3) Anjar Road Private Limited

The Ministry of Corporate Affairs vide its General Circular No. 2/ 2011 dated February 08, 2011 granted general exemption to the companies from attaching a copy of Balance Sheet, the Profit and Loss Account and other documents of subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the Company subject to fulfillment of conditions stipulated in the circular.

Therefore, the said documents of the aforesaid subsidiary companies will not be attached to the Annual Report. However, the aforesaid documents relating to the subsidiary companies and related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Report of the subsidiary companies are kept open for inspection by a member or an investor at the Registered Office of the Company.

As required under the exemption, a statement containing the requisite information for each subsidiary is attached with this report.

10. Particulars of Employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors Report. However, as per provisions 219(1)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to Company Secretary at the registered office of the Company.

11. Directors Responsibility Statement:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

a. that in the preparation of the accounts for the financial year ended M arch 31, 2014 , the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the Directors have prepared the accounts for the financial year ended M arch 31, 2014 on a ''going concern basis.

12. Corporate Governance

Your Company believes that Corporate Governance is a voluntary code of self-discipline. Your Company continuously endeavors to follow healthy Corporate Governance practices to nurture interest of all stakeholders in the Company.

A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from a practicing company secretary regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report. Management Discussion and Analysis Report is separately given in the Annual Report.

13. Listing with Stock Exchange

The Company s equity shares are listed on Bombay Stock Exchange (BSE), National Stock Exchange of India Limited (NSE) and Vadodara Stock Exchange Limited (VSE). Annual listing fee for the year 2014-15 have been paid to BSE, NSE and VSE

14. Conservation of energy, technology absorptions and Foreign Exchange Earnings and Outgo:

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conversation of Energy and Technology Absorptions as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumptions.

Foreign Exchange Earnings and Outgo Foreign Exchange Earnings - NIL Foreign Exchange Outgo - NIL

15. Consolidated Financial Statement

As stipulated by clause 32 of the Listing Agreement with the Stock Exchanges and Circular No. 2/2011 dated February 08, 2011 is sued by Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956 the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by ICAI. The Audited Consolidated Financial Statements together with Auditors Report thereon forms a part of the Report.

16. Acknowledgement:

Your directors take this opportunity to express gratitude towards the suppliers, clients, bankers, government authorities and all other stakeholders for their continuous support and co-operation. Your directors also thank the employees of the Company for their efforts towards achieving the Company s goals and support in making the Company face the challenges.

Your directors acknowledge the support received from you as Shareholders of the Company.

For and on behalf of the Board of Directors

Place: Mumbai B K Goenka Date : 05/08/2014 Chairman

Mar 31, 2013

Dear Members,

The directors have pleasure in presenting the 19th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on March 31, 2013.

1. Financial Performance

(Rs. in Lacs)

Contract Receipts & Other Operating Income 34,337.22 26,759.41

Toll Collection 7,289.58 6,938.11

Other Income 1,432.34 2,162.39

Change in Work in Progress 250.45 (2,219.55)

Total Income 43,309.59 33,640.36

Total Expenditure 43,021.96 33,270.87

Profit Before Tax 287.63 369.49

Less : Provision for Tax (301.38) 37.27

Profit After Tax 589.01 332.22

Balance Carried to Balance Sheet 589.01 332.22

Earning Per Share (Rs.) 1.47 0.83

The above financial performance is based on the consolidated financial statement of the Company for year ended March 31, 2013

The order book position as on March 31, 2013 is approx Rs.203 crores. During the year under review your company excelled in clinching various important contracts, including Anjar Coating Plant, Anjar Spinning Plant, Vapi Coal Handling Structure, BRTS Surat Package ÂII and BRTS Surat Package - III.

During the year under review the Company has subscribed to 11,503,485 equity shares of Rs. 10 each comprising of 7.5% of the issued share capital (post issue) of Leighton Welspun Contractors Private Limited (LWIN), in consideration for transfer of 70% of EPC order book of the Company to LWIN. The value of the purchase being issued in the nature of equity shares for the purpose of the transfer of the aforesaid EPC order book is Rs.115,03,48,500/-

2. Dividend

To augment cash resources for future developmental activities and growth of the Company, your directors do not recommend any dividend on equity shares of the Company for the year ended March 31, 2013.

3. Directors

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

1. Mr. Sandeep Garg has been appointed as the Managing Director and Chief Executive Officer of the Company w.e.f. July 16, 2012

2. Mr. Rajesh Mandawewala has been appointed as Promoter Director w.e.f. July 06, 2012

3. Mr. Atul Desai has been appointed as Independent Director w.e.f August 13, 2012

4. Mr. Shailesh Vaidya has resigned as Independent Director w.e.f. August 13, 2012

In accordance with the requirements of the Companies Act, 1956 and Article 150 of the Articles of Association of the Company, Mr. B K Goenka and Mr. Mohan Tandon, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The details of these directors are provided in the Notice of the ensuing Annual General Meeting being sent to shareholders along with Annual Report.

4. Deposits

During the financial year 2012-13, the Company did not accept any public deposits as per Section 58A of the Companies Act, 1956 and rules made there under.

5. Auditors

The Company'' s Statutory Auditors, M/s Chandrakant & Sevantilal & J. K. Shah & Company, Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. The Auditors confirmed that, if appointed, their appointment will be within the limits as laid down under section 224(1B) of the Companies Act, 1956.

6. Auditors'' Report

The Auditors observation read with Notes to Account are self explanatory and therefore do not call for any comments.

7. Internal Control Systems

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with recommendations contained therein are reviewed by the Audit Committee of the Board.

8. Subsidiaries

As on March 31, 2013 the following companies, were subsidiaries of the Company viz. (1) MSK Projects (Himmatnagar Bypass) Private Limited (2) MSK Projects (Kim Mandvi Corridor) Private Limited (3) Welspun BOT Projects Private Limited (4) Anjar Road Private Limited

The Ministry of Corporate Affairs vide its General Circular No. 2/ 2011 dated February 08, 2011 granted general exemption to the companies from attaching a copy of Balance Sheet, the Profit and Loss Account and other documents of subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the Company subject to fulfillment of conditions stipulated in the circular.

Therefore, the said documents of the aforesaid subsidiary companies will not be attached to the Annual Report. However, the aforesaid documents relating to the subsidiary companies and related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Report of the subsidiary companies is kept open for inspection by a member or an investor at the Registered Office of the Company.

As required under the exemption, a statement containing the requisite information for each subsidiary is attached with this report.

9. Particulars of Employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors'' Report. However, as per provisions 219(1)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to Company Secretary at the registered office of the Company.

10. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 your directors confirm that :

a. in the preparation of annual accounts for the financial year ended on March 31, 2013, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the year under review;

c. they have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d. they have prepared the accounts for the financial year ended on March 31, 2013 on a going concern basis.

11. Employees Stock Option Plan

The Company had introduced Welspun Managing Director Stock Option Plan Â 2012. During the year under review, the Company has granted 12,00,000 Stock Options to Mr. Sandeep Garg, Managing Director and Chief Executive Officer, subject to approval of Central Government.

12. Corporate Governance

A separate section on Corporate Governance and a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part of this Report.

13. Listing with Stock Exchange

The Company'' s equity shares are listed on Bombay Stock Exchange (BSE), National Stock Exchange of India Limited (NSE) and Vadodara Stock Exchange Limited (VSE). Annual listing fee for the year 2013-14 is paid to BSE, NSE and VSE

14. Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conversation of Energy and Technology Absorptions as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumption.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings Â NIL Foreign Exchange Outgo Â NIL

15. Consolidated Financial Statement

As stipulated by clause 32 of the Listing Agreement with the Stock Exchanges and Circular No. 2/2011 dated February 08, 2011 issued by Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956 the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by ICAI. The Audited Consolidated Financial Statements together with Auditors'' Report thereon forms a part of the Report.

16. Acknowledgement

Your directors take this opportunity to put forward their feelings of gratitude towards the suppliers, clients, bankers, government authorities and all other stakeholders for their continuous support and co-operation. Your directors also thank the employees of the Company for their tremendous efforts towards achieving the Company'' s goals and unshakable support in making the Company Â what it is today.

Your directors acknowledge the support received from you as Shareholders of the Company.

For and on behalf of the Board of Directors

Place: Mumbai B K Goenka

Date: 18/05/2013 Chairman

Mar 31, 2012

The directors have pleasure in presenting the 18th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the financial year ended on March 31,2012.

I. Financial Performance

(Rs. in Lacs)

Particulars FY 2011-12 FY 2010-11

Revenue from Operation 26,759.41 17,812.37

Toll Collection 6,938.11 6,057.63

Other Income 2,162.39 2,134.59

Change in Work in Progress (2,219.55) 2,141.24

Total Income 33,640.36 28,145.83

Total Expenditure 33,270.87 31,248.17

Profit Before Tax 369.49 (3,122.34)

Less: Provision for Tax 37.27 34.37

Profit After Tax 332.22 (3,156.71)

Balance Carried to Balance Sheet 332.22 (3,156.71)

Earnings Per Share (Rs.) 0.83 (8.15)

The above financial performance is based on the consolidated financial statements of the Company for the year ended on March 31,2012.

II. Dividend

To augment cash resources for future developmental activities and growth of the Company, your directors do not recommend any dividend on equity shares of the Company for the year ended on March 31,2012.

III. Key Contracts and Orders

The order book position as on date of this Report exceeds Rs. 800 Lacs. During the year under report, your company excelled in clinching various important contracts, including Road Project at Chirai Anjar (Gujarat) for Gujarat State Road Development Corporation (GSRDC), Vapi Land Development, Anjar Township Phase II, Dewas Water Scheme and Pipe Laying Water Project at Mohali for Greater Mohali Area Development Authority (GMADA).

IV. Directors

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

1. Mr. Sunil Shinde has been appointed as the Managing Director and Chief Executive Officer of the Company w.e.f. May 16,2011. Mr. Shinde has resigned from the position of MD& CEO of the Company w.e.f. May 19,2012.

2. Mr. M KTandon has been appointed as independent director of the Company w.e.f. January 31,2012.

3. Mr. Yogesh Verma, Director and Mr. Asim Chakraborty, Manager of the Company had resigned on May 26,2011.

4. Mr. Ashok Khurana had resigned on January 31,2012.

Your directors appreciate the resigning directors for rendering their services during the tenure of their directorship in the Company.

In accordance with the requirements of the Companies Act, 1956 and Article 150 of the Articles of Association of the Company, Mr. A K Dasgupta and Mr. Nirmal Gangwal, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, have been recommended for re-appointment.

Details about these directors are provided in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with Annual Report.

V. Fixed Deposits

During the financial year 2011-12, the Company did not accept any deposits within the meaning of Section 58A of the Companies Act, 1956 read with rules made there under.

VI. Auditors

Your Company's Statutory Auditors, M/s Chandrakant &Sevantilal & J. K. Shah & Company, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as the Statutory Auditors of the Company for the forthcoming tenure. Members are requested to consider their re-appointment as the Statutory Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 224 of the Companies Act, 1956.

VII. Auditors' Report

With regards to the qualification on Disclosure of Cash Subsidy amounting to Rs. 126.54 Crores received from Madhya Pradesh Rajya Setu Nirman Nigam Limited and Gujarat State Road Development Corporation against BOT Projects under the head 'Reserves & Surplus' instead of deducting the same from the Project Cost, your directors state that as per the para 10.1 of the Accounting Standard 12 - Accounting for Government Grants (reproduced hereinafter), where the subsidy received is in the nature of promoter's contributions that is, to say without which the concessionaire cannot cover the total cost of the projects, the subsidy received can be shown as Capital Reserve under the head of Reserves and Surplus rather than deducting from the total cost of the Project. Your Directors further state that they perceive that the subsidy received is in the nature of' Promoter's Contribution' and hence has been disclosed the same as Capital Reserve and not deducted from the total cost of the Project.

Para 10.1 of the Accounting Standard 12-Accounting for Government Grants, state as under:

'Where the Government Grants are of the nature of Promoters Contribution i.e., they are given with reference to the total Investment in an undertaking or byway of contribution towards its total Capital outlay and no repayment is ordinarily expected in respect thereof, the grants are treated as Capital Reserve which can be neither distributed as dividend nor considered as deferred income.'

VIII. Internal Control Systems

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with recommendations contained therein are reviewed by the Audit Committee of the Board.

IX. Subsidiaries

As on March 31, 2012, the following companies, were subsidiaries of the Company viz. (1) MSK Projects (Himmatnagar Bypass) Private Ltd. (2) MSK Projects (Kim Mandvi Corridor) Private Ltd. (3) Welspun BOT Projects Private Ltd. (4) Anjar Road Private Ltd.

The Ministry of Corporate Affairs vide its General Circular No. 2 / 2011 dated February 8, 2011 granted general exemption to the companies from attaching a copy of the Balance Sheet, the Profit and Loss Account and other documents of its subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the Company subject to fulfillment of conditions stipulated in the circular.

Therefore, the said documents of the aforesaid subsidiary companies will not be attached to the Annual Report. However, the aforesaid documents relating to the subsidiary companies and the related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Accounts of the subsidiary companies are kept open for inspection by a member or an investor at the Registered Office of the Company.

As required under the exemption, a statement containing the requisite information for each subsidiary is attached with this Report.

X. Particulars of Employees

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors' Report. However, as per Provisions of Section 219(l)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the members of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to Company Secretary at the registered office of the Company.

XI. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

(i) in preparation of the annual accounts for the financial year ended on March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) they have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the accounts for the financial year ended on March 31,2012 on a going concern basis.

XII. Employee Stock Option Plan

The Company had introduced stock option plan for directors and employees of the Company and its holding and subsidiary Companies. During the year, the Company has granted Stock Options to following employees:

1 Mr. Sunil Shinde, Managing Director & Chief 1,50,000 Executive Officer

2 Mr. Prasad Patwardhan, Chief Financial Officer 50,000 However, ESOP granted have been lapsed due to resignation of the above employees.

XIII. Corporate Governance

A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under clause 49 of the Listing Agreement is attached to this Report. A separate report on Management Discussion & Analysis is enclosed as a part of the Annual Report.

XIV. Listing with Stock Exchange

The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and Vadodara Stock Exchange Limited (VSE). Annual listing fee for the year 2012-13 have been paid to BSE, NSE and VSE.

XV. Energy, Technology and Foreign Exchange

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conservation of Energy and Technology Absorptions as required under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumptions.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings-NIL Foreign Exchange Outgo-NIL

XVI. Consolidated Financial Statement

As stipulated by clause 32 of the Listing Agreement with the Stock Exchanges and Circular No. 2/2011 dated February 8, 2011 issued by Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by the ICAI. The Audited Consolidated Financial Statements together with Auditors' Report thereon forms a part of the Report.

XVII. Acknowledgement

Your directors express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Creditors and Shareholders and for the devoted services rendered, by the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Place: Mumbai

B. K. Goenka

Date: May 28, 2012 Chairman

Mar 31, 2011

Dear Members,

The directors have pleasure in presenting the 17th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on March 31, 2011.

I. FINANCIAL PERFORMANCE

(Rs. in Lakhs)

Particulars FY 2010-11 FY 2009-10

Contract Receipt 20627.74 38988.01

Toll Collection 2786.67 2984.90

Other Income 78.79 87.65

Change in Work in Progress 2141.24 418.60

Total Income 25634.45 42479.17

Total Expenditure 28675.90 38422.99

Profit Before Tax (3041.45) 4056.17

Capital cost for own project - 64.79

Prior Period Income (29.08) 227.49

Less : Provision for Tax 214.32 1473.70

Profit After Tax (3284.85) 2874.75

Proposed Dividend - 400.00

Tax on Dividend - 67.98

Balance Carried to Balance Sheet 5757.78 9510.60

Earning Per Share (Rs.) (8.21) 12.60

Dividend Per Share (Rs.) - 1.00

II. DIVIDEND

To augment cash resources for future developmental activities and growth of the Company, your directors do not recommend any dividend on equity shares of the Company for the year ended March 31, 2011.

III. KEY CONTRACTS AND ORDERS

The order book position as on date of this Report, exceeds Rs. 570 Crore. During the year, under this Report, your company Excelled in clinching various important contracts including, Road Projects at Dahej Bharuch (Gujarat) for Gujarat State Road Development Corporation (GSRDC), Pipe Laying Water Project and Sewerage Projects at Umergaon for Gujarat Urban Development Corporation (GUDC), Pipe Laying Water Projects at Mohali for Greater Mohali Area Development Authority (GMADA).

IV. CHANGE IN MANAGEMENT CONTROL

On April 27, 2010 the Company allotted 1,71,78,888 equity shares of Rs.10/- each at Rs. 123 per share to Welspun Infratech Limited, on preferential allotment basis under chapter VI of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009.

On August 16, 2010 Welspun Infratech Limited acquired 52,79,348 equity shares from erstwhile Promoters and others shareholders of the Company.

Welspun Infratech Limited made an open offer under Regulation 10 & 12 of SEBI (Substantial Acquisition of shares & Takeovers) Regulation, 1997 (SEBI Takeover Code) to shareholders of the Company, under which Welspun Infratech Limited acquired 180 shares at Rs.130.50 per shares.

Accordingly, Welspun Infratech Limited acquired the control over the Company by acquiring 61.12% of equity share capital of the Company. Upon acquisition of the control over the Company, by Welspun Infratech Limited, the Board was reconstituted as under on August 16, 2010:

Sr. No. Name Designation

1 Mr. B. K. Goenka Chairman

2 Mr. Sunil Shinde* Managing Director & CEO

3 Mr. Ashok Khurana Director

4 Mr. Nirmal Gangwal Director

5 Mr. Yogesh Verma** Director

6 Mr. Shailesh Vaidya Director

7 Mr. Apurba Kumar Dasgupta Director

*appointed w.e.f. May 16, 2011

**ceased to be Director w.e.f. May 26, 2011

V. DIRECTORS

Mr. Sunil Shinde has been appointed as Managing Director and Chief Executive Officer of the Company w.e.f. May 16, 2011.

In accordance with the requirements of the Companies Act, 1956 and Article 150 of the Articles of Association of the Company, Mr. B Goenka and Mr. Shailesh Vaidya, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligib offer themselves for re-appointment.

The details of directors seeking appointment or re-appointment as required by clause 49 of the Listing Agreement are provided in t

Annexure - A to the Notice convening the Annual General Meeting.

During the year under Report, following Directors resigned from the Board of Directors of the Company.

Sr. No. Name of Director Date of Resignation

1 Ms. Dipti Shah May 30, 2010

2 Mr. Amit Khurana August 16, 2010

3 Mrs. Manju Khurana August 16, 2010

4 Mr. C Mohanan August 16, 2010

5 Mr. Ashok Gandhi August 16, 2010

6 Mr. Mayur Parikh August 16, 2010

7 Mr. Sanjay Mehta August 16, 2010

VI. DEPOSITS

During the financial year 2010-11, the Company did not accept any Public Deposits as per Section 58A of the Companies Act, 1956 and rules made there under.

VII. AUDITORS

The Company's Statutory Auditors, M/s Chandrakant & Sevantilal & J. K. Shah & Company, Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. The Auditors confirmed that, if appointed, their appointment will be within the limits as laid down under section 224(1B) of the Companies Act, 1956.

VIII. AUDITOR'S REPORT

With regards to the qualification on Disclosure of Cash Subsidy amounting to Rs.126.54 Crores received from Madhya Pradesh Rajya Setu Nirman Nigam Limited and Gujarat State Road Development Corporation against BOT Projects under the head 'Reserves& Surplus' instead of deducting the same from the Project Cost, your directors state that as per the para 10.1 of the Accounting Standard 12 Ã Accounting for Government Grants (reproduced hereinafter), where the subsidy received is in the nature of promoter's contributions that is, to say without which the concessionaire cannot cover the total cost of the projects, the subsidy received can be shown as Capital Reserve under the head of Reserves and Surplus rather than deducting from the total cost of the Project. Your Directors further state that they perceive that the subsidy received is in the nature of 'Promoter's Contribution' and hence has been disclosed the same as Capital Reserve and not deducted from the total cost of the Project.

Para 10.1 of the Accounting Standard 12 ÃAccounting for Government Grants, state as under:

'Where the Government Grants are of the nature of Promoters Contribution i.e., they are given with reference to the total Investment in an undertaking or by way of contribution towards its total Capital outlay and no repayment is ordinarily expected in respect thereof, the grants are treated as Capital Reserve which can be neither distributed as dividend nor considered as deferred income.'

IX. INTERNAL CONTROL SYSTEMS

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with recommendations contained therein are reviewed by the Audit Committee of the Board.

X. SUBSIDIARIES

As on March 31, 2011, the following companies, were subsidiaries of the Company viz. (1) MSK Projects (Himmatnagar Bypass) Private Ltd. (2) MSK Projects (Kim Mandvi Corridor) Private Ltd. 3) Welspun Energy Maharashtra Private Limited.

The Ministry of Corporate Affairs vide its General Circular No. 2 / 2011 dated February 8, 2011 granted general exemption to the companies from attaching a copy of the Balance Sheet, the Profit and Loss Account and other documents of its subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the Company subject to fulfillment of conditions stipulated in the circular.

Therefore, the said documents of the aforesaid subsidiary companies are not attached to the Annual Report.

The aforesaid documents relating to the subsidiary companies and the related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Accounts of the subsidiary companies are kept open for inspection by a member or an investor at the Registered Office of the Company.

The financial statements of Welspun Energy Maharashtra Private Limited, a subsidiary, have been consolidated based on the management estimate. Whereas accounts of other subsidiaries are consolidated in Annual Accounts based on Audited financial statements received from respective subsidiaries.

As required under the exemption, a statement containing the requisite information for each subsidiary is attached with this Report.

XI. PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors' Report. However, as per provisions 219(1)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to Company Secretary at the registered office of the Company.

XII. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

(I) in preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were

reasonable and prudent so as to give a true and fair view of the Company's state of affairs at the end of the financial year and of the Company's profits for the period.

(iii) they have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts for the financial year ended March 31, 2011 on a going concern basis.

XIII. REPORT ON CORPORATE GOVERNANCE AND AUDITOR'S CERTIFICATE

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part of this Report.

XIV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conversation of Energy and Technology Absorptions as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumptions.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings Ã NIL

Foreign Exchange Outgo Ã NIL

XV. ACKNOWLEDGEMENT

Your directors express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Creditors and Shareholders and for the devoted services rendered, by the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Place : Mumbai B. K. Goenka

Date : May 26, 2011 Chairman

Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on March 31,2010.

I. FINANCIAL PEFORFORMANCE

(Rs. in Lakhs)

Particulars FY 2009-10 FY 2008-09 % change

Contract Receipt 38,988.01 31,783.90 22.67

Capital Cost for Owned Projects 64.79 1,241.81 <94.78)

Toll Collection 2,984.90 3037.14 (1.72)

Other Income 362.99 439.47 (17.40)

Change in Work in Progress 418.60 814.40 (48.60)

Total Income 42,819.29 37316.72 14.75

Total Expenditure 38,698.33 34680.26 11.59

Profit Before Tax 4,120.96 2636.46 56.31

Extra Ordinary Items

Prior Period Income (227.49) (102.38) <122.20)

Less : Provision for Tax 1,473.70 369.43 298.91

Profit After Tax 2,874.75 2,369.42 21.33

Proposed Dividend 400.00 228.21 75.28

Tax on Dividend 67.98 38.78 75.30

Balance Carried to Balance Sheet 9,510.60 6,902.84 -

Earning Per Share (Rs.) 12.60 10.38 -

Dividend Per Share (Rs.) 1.00 1.00 -

ii. DIVIDEND

Your Directors recommend dividend & Re. 1/-per share on equity shares of the Company forthe year ended March 31,2010.

III. KEY CONTRACTS ORDERS

During the year under report, your company excelled in clinching various important contracts, the following are to namea few: ÃÂ« Civil Work at New Bottling Plant from HPCL.

- Building Work for RIB-1, Dahej by Samsung Engineering Company Limited.

- Construction of township residential building Project at Bhilai PK 2 by NTPCSail Power Company Pvt Ltd through EPI

- Construction of township residential building Project at Bhilai PK 1 NTPCSail Power Company Pvt Ltd through EPI

- Civil Works for ETP Bhatinda at Mundra HMPLthrough Hindustan Door Oliver Ltd

- Civil and Structural work for KRIBHCO Revamp project at Ammonia, Urea and Fertilizer Complexat Hajira The order book position as on 30th May 2010 exceeds Rs. 550 crore.

IV, CHANGE IN CONTROL

During the year under review, the Company allotted 17,178,888 equity shares of Rs.10/- each at Rs.123 per share to Welspun Infratech Limited, on preferential allotment basis under chapter VI of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, pursuant to the Share Subscription Agreement dated March 18,2010.

Besides, Welspun Infratech Limited acquired 5,279,348 equity shares from Promoters of the Company and other Sellers, pursuant to Share Purchase Agreements dated March 18,2010.

Consequent to the Share Subscription Agreement and the Share Purchase Agreements, Welspun Infratech Limited made an open offer to shareholders of the Company, under which Welspun Infratech Limited acquired 180 shares at Rs.130.50 per shares.

Thus Welspun Infratech Limited, including open market purchase held 61.12% equity share capital of the Company, and acquired control over the Company. Upon acquisition of control over the Company, the Board was reconstituted as under on August 16,2010:

Sr. No. Name Designation

1 Mr. B. K. Goenka Chairman

2 Mr. Ashok Khurana Director

3 Mr. Nirmal Gangwal Director

4 Mr. Yogesh Verma Director

5 Mr. Shailesh Vaidya Director

6 Mr. Apurba Kumar Dasgupta Director

V. DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and Article 150 of the Articles of Association of the Company, Mr. Ashok Khurana and Mr. Nirmal Gangwal, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. Mr. B. K. Goenka, Mr. Yogesh Verma, Mr. Shailesh Vaidya and Mr. A. K. Dasgupta were appointed as Additional Directors during the year under review and are eligible for re-appointment pursuant to section 257 ofthe Companies Act, 1956.

The details of Directors seeking appointment or re-appointment as required by clause 49 of the Listing Agreement with the Stock Exchanges are provided intheAnnexuretothe Notice convening the Annual General Meeting.

Mrs. Dipti Shah resigned from the Board on May 30, 2010 and Mr. Amit Khurana, Mrs. Manju Khurana, Mr. C. Mohanan, Mr. Ashok Gandhi, Mr. Mayur Parikh and Mr. Sanjay Mehta resigned from the Board of Directors of the Company on August 16,2010.

VI, DEPOSITS

During the financial year 2009-10, the Company did not accept any public deposits as per Section 58A of the Companies Act, 1956 and rules made there under.

VII. AUDITORS

The Companys Statutory Auditors, M/s Chandrakant & Sevantilal & j. K. Shah & Company, Chartered Accountants, retire atthe conclusion ofthis Annual General Meeting and being eligible, offer themselves for re-appointment. The Auditors confirmed that, if appointed, their appointment will be within the limits as laid down undersection 224
VIII. AUDITORS REPORT

With regards to the qualification on Disclosure of Cash Subsidy amounting to Rs. 82.87 Crore received from Madhya Pradesh Rajyasetu Nirman Nigam Limited against BOT Projects, which is shown under the head Reserves and Surplus instead of deducting the same from the Project Cost, your Directors state that as per the para 10.1 of the Accounting Standard 12 - Accounting for Government Grants (reproduced hereinafter), where the subsidy received is in the nature of promoters contributions that is to say- without which the concessionaire cannot cover the total cost of the projects, the subsidy received can be shown as Capital Reserve under the head of Reserves and Surplus rather than deducting from the total cost of the Project. Your Directors further state that they perceive that the subsidy received is in the nature of Promoters Contribution and hence has been disclosed the same as Capital Reserve and not deducted from the total cost of the Project.

Para 10.1 ofthe Accounting Standard 12-Accountingfor Government Grants, states as under:

Where the Government Grants are of the nature of Promoters Contribution i.e., they are given with reference to the total Investment in an undertaking or by way of contribution towards its total Capital outlay and no repayment is ordinarily expected in respect thereof, the grants are treated as Capital Reserve which can be neither distributed as dividend nor considered as deferredincome.

IX. INTERNAL CONTROL SYSTEMS

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with implementation and recommendations contained therein are constantly reviewed bythe Audit Committee ofthe Board.

X. SUBSIDIARIES

Your company had the following subsidiary companies as on March 31,2010:

1. MSK Projects (Himmatnagar Bypass) Private Limited

2. MSK Projects {Kim Mandvi Corridor) Private Limited

3. Super Infrastructure& Toll Bridge Private Limited

Super Infrastructure & Toll Bridge Private Limited ceased to be a subsidiary of the Company, consequent to allotment of 19,50,000 equity shares of Rs.lO/eachtoa third partyon22.04.2010.

A Statement under section 212 ofthe Companies Act, 1956 in respect ofthe subsidiary companies is enclosed with the Annual Accounts for information of members and the Audited Financial Statements for the year ended March 31, 2010 of these subsidiary companies are also attached as required under the Act.

XI. PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors Report. However, as per provisions of section 219(l)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to Company Secretary atthe Registered Office ofthe Company.

XIL DIRECTORS RE$PQNSI8IL!TÃÂ¥STATE!V!EN7

Pursuant to section 217(2AA) of the Companies Act, 1956, your directors confirm that:

(i) in preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Companys state of affairs at the end of the financial year and of the Companys profits forthe period.

(iii) they have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act for safeguarding the Companys assets and for preventing and detecting fraud and other irregularities;

(iv)theyhave prepared annual accountsforthe financial year ended March 31,2010on an ongoing concern basis.

XIII. REPORT ON CORPORATE GOVERNANCE AMD AUDITORS CERTIFICATE

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part of this Report.

XIV. CONSERVASATION Of ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conversation of Energy and Technology Absorptions as required under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumptions.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings-NIL Foreign ExchangeOutgo-NIL

XV. ACKNOWLEDGEMENT

Your directors take this opportunity to put forward their feelings of gratitude towards the suppliers, clients, bankers, government authorities and all other stakeholders for their continuous support and co-operation. Your Directors also thank the employees of the Company for their tremendous efforts towards achieving the Companys goals and unshakable support in making the Company what itis today.

Your directors acknowledge the support received from you as Shareholders of the Company.

For and on behalf of the Board of Directors

Place :Mumbai B. K. Goenka

Date : 16-08-2010 Chairman

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