Notes to Accounts of Welspun Enterprises Ltd.

Mar 31, 2025

xviii) Provisions, contingent liabilities and
contingent assets

a) Provisions

Provisions are recognized when the
Company has a present obligation (legal or
constructive) where, as a result of a past
event, it is probable that an outflow of
resources embodying economic benefits
will be required to settle the obligation
and a reliable estimate can be made to
the amount of the obligation. When the
Company expects some or all of a provision
to be reimbursed, the reimbursement
is recognised as a separate asset, but
only when the reimbursement is virtually
certain. The expense relating to a provision
is presented in the statement of profit and
loss, net of any reimbursement.

I f the effect of the time value of money is
material, provisions are discounted using
a current pre-tax rate that reflects, when
appropriate, the risk specific to the liability.
when discounting is used, the increase in
the provision due to the passage of time is
recognized as a finance cost.

Provisions are reviewed at each reporting
date and adjusted to reflect the current
best estimate. If it is no longer probable
that an outflow of resources embodying

economic benefits will be required to settle
the obligation, the provision is reversed.

b) Contingent liabilities and contingent assets

A contingent liability is a possible obligation
that arises from past events whose existence
will be confirmed by the occurence or
non occurence of one or more uncertain
future events beyond the control of the
Company or a present obligation which is
not recognized because it is not probable
that an outflow of resources will be required
to settle the obligation. A contingent liability
also arises in extremely rare cases where
there is a liability that cannot be recognized
because it cannot be measured reliably.
Information on contingent liabilities is
disclosed in the notes to the financial
statements, unless the possibility of an
outflow of resources embodying economic
benefits is remote.

A contingent asset is a possible asset that
arises from past events and whose existence
will be confirmed only by the occurrence or
non-occurrence of one or more uncertain
future events not wholly within the control
of the Company. Contingent asset is not
recognized, but its existence is disclosed in
the financial statements.

xix) Investments in subsidiaries and associates

The Company has accounted for its investments
in subsidiaries and associates at cost.

xx) Financial instruments

A financial instrument is any contract that gives
rise to a financial asset of one entity and a
financial liability or equity instrument of another
entity.

A. Financial assets

a) Initial recognition and measurement

Financial assets are recognized when
the Company becomes a party to
the contractual provisions of the
instrument. The Company determines
the classification of its financial assets
at initial recognition. All financial assets
are recognized initially at fair value
plus transaction costs that are directly

attributable to the acquisition of the
financial asset except for financial
assets classified as fair value through
profit or loss.

b) Subsequent measurement

For the purposes of subsequent
measurement, financial assets are
classified in four categories:

i) Debt instruments measured at
amortised cost

ii) Debt instruments measured
at fair value through other
comprehensive income (FVTOCI)

iii) Debt instruments measured at
fair value through profit or loss
(FVTPL)

iv) Equity instruments measured at
FVTOCI or FVTPL

Debt instruments

The subsequent measurement of
debt instruments depends on their
classification. The classification
depends on the Company''s business
model for managing the financial assets
and the contractual terms of the cash
flows.

i) Debt instruments measured at
amortised cost

Debt instruments that are held
for collection of contractual
cash flows where those cash
flows represent solely payments
of principal and interest are
measured at amortised cost.
A gain or loss on a debt investment
that is subsequently measured at
amortised cost and is not part of a
hedging relationship is recognised
in the statement of profit and loss
when the asset is derecognised
or impaired. Interest income
from these financial assets is
disclosed as interest income in the
statement of profit and loss using
the effective interest rate method.

ii) Debt instruments measured at
FVTOCI

Debt instruments that are held
for collection of contractual cash
flows and for selling the financial
assets, where the assets cash
flows represent solely payment of
principal and interest, are measured
at FVTOCI. Movements in the
carrying amount are taken through
OCI, except for the recognition
of impairment gains or losses
and interest income which are
recognised in statement of profit
and loss. When the financial asset
is derecognised, the cumulative
gain or loss previously recognised
in the OCI is reclassified from
equity to statement of profit and
loss. Interest income from these
financial assets is disclosed as
interest income in the statement of
profit and loss using the effective
interest rate method.

iii) Debt instruments measured at
FVTPL

Debt instruments that do not
meet the criteria for amortised
cost or FVTOCI are measured at
fair value through profit or loss.
Debt instruments which are held
for trading are classified as FVTPL.
A gain or loss on a debt investment
that is subsequently measured
at fair value through profit or
loss and is not part of a hedging
relationship is recognised and
presented net in the statement
of profit and loss in the period in
which it arises. Interest income
from these financial assets is
included in other income.

iv) Equity instruments (other than
investment in subsidiaries and
associates - Refer note "xix"
above)

All equity investments in scope of
Ind AS 109 are measured at fair
value. Equity instruments which
are held for trading are classified
as FVTPL. The Company may
make an irrevocable election to

present in other comprehensive
income subsequent changes
in the fair value. The Company
makes such election on an
instrument-by-instrument basis.
The classification is made on initial
recognition and is irrevocable.

If the Company decides to classify
an equity instrument as at FVTOCI,
then all fair value changes on the
instrument, excluding dividends,
are recognized in the OCI. There is
no recycling of the amounts from
OCI to the statement of profit and
loss, even on sale of investment.
However, the Company may
transfer the cumulative gain or
loss within equity.

Equity instruments included within
the FVTPL category are measured
at fair value with all changes
recognized in the statement of
profit and loss.

B. Derecognition of financial assets

A financial asset is derecognised only
when

i) The Company has transferred the rights
to receive cash flows from the financial
asset or

ii) retains the contractual rights to receive
the cash flows of the financial asset,
but assumes a contractual obligation
to pay the cash flows to one or more
recipients.

Where the entity has transferred an
asset, the Company evaluates whether
it has transferred substantially all risks
and rewards of ownership of the financial
asset. In such cases, the financial asset
is derecognised. Where the entity has
not transferred substantially all risks and
rewards of ownership of the financial asset,
the financial asset is not derecognised.

Where the entity has neither transferred
a financial asset nor retains substantially
all risks and rewards of ownership of
the financial asset, the financial asset
is derecognised if the Company has not

retained control of the financial asset.
Where the Company retains control of the
financial asset, the asset is continued to
be recognised to the extent of continuing
involvement in the financial asset.

C. Impairment of financial assets

The Company assesses at each date of
balance sheet whether a financial asset
or a group of financial assets is impaired.
Ind AS 109 requires expected credit losses
to be measured through a loss allowance.
The Company recognises lifetime expected
losses for all trade receivables and/or
contract assets that do not constitute a
financing transaction. For all other financial
assets, expected credit losses are measured
at an amount equal to the 12 month expected
credit losses or at an amount equal to the
lifetime expected credit losses if the credit
risk on the financial assets has increased
significantly since initial recognition.

D. Financial liabilities

a) Initial recognition and measurement

Financial liabilities are recognised
when the Company becomes a party
to the contractual provisions of the
instrument. The Company determines
the classification of its financial liability
at initial recognition. All financial
liabilities are recognised initially at fair
value plus transaction costs that are
directly attributable to the acquisition
of the financial liability except for
financial liabilities classified as fair
value through profit or loss.

b) Subsequent measurement

For the purposes of subsequent
measurement, financial liabilities are
classified in two categories:

i) Financial liabilities measured at
amortised cost

ii) Financial liabilities measured at
FVTPL (fair value through profit or
loss)

i) Financial liabilities measured at
amortised cost

After initial recognition, financial
liabilities are subsequently

measured at amortized cost using
the Effective Interest Rate (''EIR'')
method. Gains and losses are
recognised in the statement of
profit and loss when the liabilities
are derecognised as well as
through the EIR amortization
process. Amortized cost is
calculated by taking into account
any discount or premium on
acquisition and fee or costs that
are an integral part of the EIR.
The EIR amortisation is included
in finance costs in the statement
of profit and loss.

ii) Financial liabilities measured at
fair value through profit or loss
(FVTPL)

Financial liabilities at FVTPL
include financial liabilities held
for trading and financial liabilities
designated upon initial recognition
as at FVTPL. Financial liabilities
are classified as held for trading if
they are incurred for the purpose
of repurchasing in the near term.
Financial liabilities at FVTPL are
carried in the statement of profit
and loss at fair value with changes
in fair value recognized in the
statement of profit and loss.

c) Derecognition

A financial liability is derecognised
when the obligation under the liability
is discharged or cancelled or expires.
When an existing financial liability is
replaced by another from the same
lender on substantially different terms,
or the terms of an existing liability
are substantially modified, such an
exchange or modification is treated as
the derecognition of the original liability
and the recognition of a new liability.
The difference in the respective
carrying amounts is recognised in the
statement of profit and loss.

E. Derivatives

The Company uses interest rate swaps
to hedge its variability in cash flows from
interest payments arising from floating
rate liabilities i.e. when interests are paid

according to benchmark market interest
rates. Derivatives are initially measured at
fair value. Subsequent to initial recognition,
derivatives are measured at fair value, and
changes therein are generally recognised in
the statement of profit and loss.

xxi) Fair value measurement

The Company measures financial instruments,
such as, investment in debt and equity
instruments at fair value at each reporting date.

Fair value is the price that would be received to
sell an asset or paid to transfer a liability in an
orderly transaction between market participants
at the measurement date. The fair value
measurement is based on the presumption that
the transaction to sell the asset or transfer the
liability takes place either:

• in the principal market for the asset or
liability, or

• in the absence of a principal market, in the
most advantageous market for the asset or
liability.

The principal or the most advantageous market
must be accessible to the Company.

The fair value of an asset or a liability is measured
using the assumptions that market participants
would use when pricing the asset or liability,
assuming that market participants act in their
economic best interest.

The Company uses valuation techniques that are
appropriate in the circumstances and for which
sufficient data are available to measure fair value,
maximising the use of relevant observable inputs
and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is
measured or disclosed in the financial statements
are categorised within the fair value hierarchy,
described as follows, based on the lowest
level input that is significant to the fair value
measurement as a whole:

• Level 1 — Quoted (unadjusted) market
prices in active markets for identical assets
or liabilities

• Level 2 — Valuation techniques for which
the lowest level input that is significant to

the fair value measurement is directly or
indirectly observable

• Level 3 — Valuation techniques for which
the lowest level input that is significant to
the fair value measurement is unobservable

For assets and liabilities that are recognised in
the financial statements on a recurring basis, the
Company determines whether transfers, if any,
have occurred between levels in the hierarchy
by re-assessing categorisation (based on the
lowest level input that is significant to the fair
value measurement as a whole) at the end of
each reporting period.

xxii) Business combination under common
control

Business combinations involving entities
or businesses under common control are
accounted for using the pooling of interest
method. Under pooling of interest method, the
assets and liabilities of the combining entities
or businesses are reflected at their carrying
amounts after making adjustments necessary to
harmonise the accounting policies. The financial
information in the financial statements in respect
of prior periods is restated as if the business
combination had occurred from the beginning of
the preceding period in the financial statements,
irrespective of the actual date of the combination.
The identity of the reserves is preserved in the
same form in which they appeared in the financial
statements of the transferor and the difference,
if any, between the amount recorded as share
capital issued plus any additional consideration in
the form of cash or other assets and the amount
of share capital of the transferor is transferred to
capital reserve.

xxiii) Segment Reporting

Operating segments are reported in a manner
consistent with the internal reporting provided
to the Chief Operating Decision Maker (''CODM'')
who regularly monitors and reviews the operating
results. Refer note 51 for segment information.

3(B) SIGNIFICANT ESTIMATES, JUDGEMENTS AND
ASSUMPTIONS

The preparation of financial statements requires
management to exercise judgment in applying the
Company''s accounting policies. It also requires the
use of estimates and assumptions that affect the
reported amounts of assets, liabilities, income and

expenses and the accompanying disclosures including
disclosure of contingent liabilities. Actual results
may differ from these estimates. Estimates and
underlying assumptions are reviewed on an ongoing
basis, with revisions recognised in the period in which
the estimates are revised and in any future periods
affected.

a) Contract estimates

The percentage-of-completion method
places considerable importance on accurate
estimates of the extent of progress towards
completion and may involve estimates on the
scope of deliveries and services required for
fulfilling the contractually defined obligations.
These significant estimates include total contract
costs, total contract revenue, contract risks,
including technical, political and regulatory risks,
and other judgement. The Company reassesses
these estimates on periodic basis and makes
appropriate revisions accordingly.

Before including any amount of variable
consideration in the transaction price, the
Company considers whether the amount
of variable consideration is constrained.
The Company determined that the estimates of
variable consideration are not constrained based
on its historical experience, business forecast
and the current economic conditions. In addition,
the uncertainty on the variable consideration will
be resolved within a short time frame.

b) Allowance for uncollectible trade
receivables

Trade receivables do not carry interest and
are stated at their nominal values as reduced
by appropriate allowances for estimated
irrecoverable amounts. Estimated irrecoverable
amounts are based on the ageing of the
receivable balances and historical experiences.
Individual trade receivables are written off when
management deems them not be collectible.

c) Provision for employee benefits

The cost of post-employment and other long
term benefits is determined using actuarial
valuations. An actuarial valuation involves making
various assumptions that may differ from actual
developments in the future. These include
determination of discount rates, expected rate
of return on assets, future salary increases and
mortality rates. Due to the complexities involved

in the valuation and its long term nature, a defined
benefit obligation is highly sensitive to changes in
these assumptions. All assumptions are reviewed
at each reporting date. The assumptions used
are disclosed in note 53.

d) Contingencies and commitments

In the normal course of business, contingent
liabilities may arise from litigation and other
claims against the Company. Potential liabilities
that have a low probability of crystallising or are
very difficult to quantify reliably, are treated as
contingent liabilities. Such liabilities are disclosed
in the notes to the financial statements, if any, but
are not provided for in the financial statements.
There can be no assurance regarding the final
outcome of these legal proceedings.

e) Impairment testing

i) Impairment of non-financial assets

I mpairment exists when the carrying value
of an asset or cash generating unit (CGU)
exceeds its recoverable amount, which
is the higher of its fair value less costs
of disposal and its value in use. The fair
value less costs of disposal calculation is
based on available data from binding sales
transactions, conducted at arm''s length, for
similar assets or observable market prices
less incremental costs for disposing of
the asset. The value in use calculation is
based on a DCF model. The cash flows are
derived from the budget for the future years
and do not include restructuring activities
that the Company is not yet committed to
or significant future investments that will
enhance the asset''s performance of the
CGU being tested. The recoverable amount
is sensitive to the discount rate used for the
DCF model as well as the expected future
cash-inflows and the growth rate.

ii) Impairment of financial assets

The impairment provisions for financial
assets disclosed are based on assumptions
about risk of default and expected loss
rates. The Company uses judgement in
making these assumptions and selecting the
inputs to the impairment calculation, based
on the Company''s past history, existing
market conditions as well as forward looking
estimates at the end of each reporting
period.

f) Taxes

The Company periodically assesses its liabilities
and contingencies related to income taxes
for all years open to scrutiny based on latest
information available. The Company records its
best estimates of the tax liability in the current
tax provision. The management believes that
they have adequately provided for the probable
outcome of these matters.

I n determining the recoverability of deferred
income tax assets, the Company primarily
considers current and expected profitability of
applicable operating business segments and
their ability to utilise any recorded tax assets.
The Company reviews its deferred income tax
assets at every reporting year / period end, taking
into consideration the availability of sufficient
current and projected taxable profits, reversals of
taxable temporary differences and tax planning
strategies.

g) Fair value measurement

The fair value of financial instruments that are not
traded in an active market is determined using
valuation techniques. In applying the valuation
techniques, management makes maximum
use of market inputs and uses estimates
and assumptions that are, as far as possible,
consistent with observable data that market
participants would use in pricing the instrument.
Where applicable data is not observable,
management uses its best estimate about the
assumptions that market participants would
make. These estimates may vary from the actual
prices that would be achieved in an arm''s length
transaction at the reporting date. For details of
the key assumptions used and the impact of
changes to these assumptions (Refer note 41).

h) Share based payments

Estimating fair value for share-based payment
requires determination of the most appropriate
valuation model. The estimate also requires
determination of the most appropriate inputs
to the valuation model including the expected
life of the option, volatility and dividend

yield and making assumptions about them.
The assumptions and models used for estimating
fair value for share-based payment transactions
are disclosed in note 50.

i) Leases

The Company evaluates if an arrangement
qualifies to be a lease as per the requirements
of Ind AS 116. Identification of a lease requires
significant judgement. The Company uses
significant judgement in assessing the lease
term (including anticipated renewals) and the
applicable discount rate.

The Company determines the lease term as the
non-cancellable period of a lease, together with
both periods covered by an option to extend the
lease if the Company is reasonably certain to
exercise that option; and periods covered by an
option to terminate the lease if the Company is
reasonably certain not to exercise that option.
In assessing whether the Company is reasonably
certain to exercise an option to extend a lease,
or not to exercise an option to terminate a lease,
it considers all relevant facts and circumstances
that create an economic incentive for the
Company to exercise the option to extend the
lease, or not to exercise the option to terminate
the lease. The Company revises the lease term
if there is a change in the non-cancellable period
of a lease. The discount rate is generally based
on the incremental borrowing rate specific to the
lease being evaluated or for a portfolio of leases
with similar characteristics.

3(C) RECENT PRONOUNCEMENTS

Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules
as issued from time to time. For the year ended 31
March 2025, MCA has notified Ind AS - 117 Insurance
Contracts and amendments to Ind AS 116 - Leases,
relating to sale and leaseback transactions, applicable
to the Company w.e.f. 1 April 2024. The Company has
reviewed the new pronouncements and based on its
evaluation has determined that it does not have any
significant impact in its financial statements.

---

Mar 31, 2024

xviii) Provisions, contingent liabilities and contingent assets

a) Provisions

Provisions are recognized when the Company has a present obligation (legal or

constructive) where, as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made to the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

I f the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risk specific to the liability. when discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

b) Contingent liabilities and contingent assets

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurence or non occurence of one or more uncertain future events beyond the control of the Company or a present obligation which is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. Information on contingent liabilities is disclosed in the notes to the financial statements, unless the possibility of an outflow of resources embodying economic benefits is remote.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Contingent asset is not

recognized, but its existence is disclosed in the financial statements.

xix) Investment in subsidiaries, associates and joint venture companies

The Company has accounted for its investment in subsidiaries, associates and joint venture companies at cost.

xx) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

A. Financial assets

a) Initial recognition and measurement

Financial assets are recognized when the Company becomes a party to the contractual provisions of the instrument. The Company determines the classification of its financial assets at initial recognition. All financial assets are recognized initially at fair value plus transaction costs that are directly attributable to the acquisition of the financial asset except for financial assets classified as fair value through profit or loss.

b) Subsequent measurement

For the purposes of subsequent measurement, financial assets are classified in four categories:

i) Debt instruments measured at amortised cost

ii) Debt instruments measured at fair value through other comprehensive income (FVTOCI)

iii) Debt instruments measured at fair value through profit or loss (FVTPL)

iv) Equity instruments measured at FVTOCI or FVTPL

Debt instruments

The subsequent measurement of debt instruments depends on their classification. The classification depends on the Company''s business model for managing the financial assets and the contractual terms of the cash flows.

i) Debt instruments measured at amortised cost

Debt instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in the statement of profit and loss when the asset is derecognised or impaired. Interest income from these financial assets is disclosed as interest income in the statement of profit and loss using the effective interest rate method.

ii) Debt instruments measured at FVTOCI

Debt instruments that are held for collection of contractual cash flows and for selling the financial assets, where the assets cash flows represent solely payment of principal and interest, are measured at FVTOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses and interest income which are recognised in statement of profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in the OCI is reclassified from equity to statement of profit and loss. Interest income from these financial assets is disclosed as interest income in the statement of profit and loss using the effective interest rate method.

iii) Debt instruments measured at FVTPL

Debt instruments that do not meet the criteria for amortised cost or FVTOCI are measured at fair value through profit or loss. Debt instruments which are held for trading are classified as FVTPL. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognised and presented net in the statement of profit and loss in the period in which it arises. Interest income from these financial assets is included in other income.

iv) Equity instruments (other than investment in associates, joint venture companies and subsidiaries - Refer note "xix" above)

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as FVTPL. The Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to the statement of profit and loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the statement of profit and loss.

B. Derecognition of financial assets

A financial asset is derecognised only when

i) The Company has transferred the rights to receive cash flows from the financial asset or

ii) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.

Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.

C. Impairment of financial assets

The Company assesses impairment based on expected credit losses (ECL) model to the following:

i) Financial assets measured at amortised cost

ii) Financial assets measured at fair value through other comprehensive income (FVTOCI)

Expected credit losses are measured through a loss allowance at an amount equal to

i) the twelve months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within twelve after the reporting date) or

ii) full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument)

For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, twelve months ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the Company reverts to recognising impairment loss allowance based on twelve months ECL.

D. Financial liabilities

a) Initial recognition and measurement

Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. The Company determines the classification of its financial liability at initial recognition. All financial liabilities are recognised initially at fair value plus transaction costs that are directly attributable to the acquisition of the financial liability except for financial liabilities classified as fair value through profit or loss.

b) Subsequent measurement

For the purposes of subsequent measurement, financial liabilities are classified in two categories:

i) Financial liabilities measured at amortised cost

ii) Financial liabilities measured at FVTPL (fair value through profit or loss)

i) Financial liabilities measured at amortised cost

After initial recognition, financial liability are subsequently measured at amortized cost using the EIR method. Gains and losses are recognised in the statement of profit and loss when the liabilities are derecognised as well as through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are an integral part of the EIR. The EIR amortisation is included in finance costs in the statement of profit and loss.

ii) Financial liabilities measured at fair value through profit or loss (FVTPL)

Financial liabilities at FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as at FVTPL. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Financial liabilities at FVTPL are carried in the statement of profit and

loss at fair value with changes in fair value recognized in the statement of profit and loss.

c) Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

E. Derivatives

The Company uses interest rate swaps to hedge its variability in cash flows from interest payments arising from floating rate liabilities i.e. when interests are paid according to benchmark market interest rates. Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognised in the statement of profit and loss.

xxi) Fair value measurement

The Company measures financial instruments, such as, investment in debt and equity instruments at fair value at each reporting date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• in the principal market for the asset or liability, or

• in the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers, if any, have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

xxii)Treasury Shares

The Company has created an Welspun Enterprises Employees Welfare Trust (''EWT''). The Company uses EWT as a vehicle for distributing shares to employees under the employee stock option schemes. The Company treats EWT as its extension and shares held by EWT are treated as treasury shares.

Own equity instruments that are held by the trust are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company''s own equity instruments. Any difference between the carrying amount and

about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

e) Taxes

The Company periodically assesses its liabilities and contingencies related to income taxes for all years open to scrutiny based on latest information available. The Company records its best estimates of the tax liability in the current tax provision. The management believes that they have adequately provided for the probable outcome of these matters.

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.

f) Fair value measurement

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm''s length transaction at the reporting date. For details of the key assumptions used and the impact of changes to these assumptions (Refer note 40).

g) Share based payments

Estimating fair value for share-based payment requires determination of the most appropriate

the consideration, if reissued, is recognised in the other equity.

xxii) Business combination under common control

Business combinations involving entities or businesses under common control are accounted for using the pooling of interest method. Under pooling of interest method, the assets and liabilities of the combining entities or businesses are reflected at their carrying amounts after making adjustments necessary to harmonise the accounting policies. The financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. The identity of the reserves is preserved in the same form in which they appeared in the financial statements of the transferor and the difference, if any, between the amount recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve.

3(B)SIGNIFICANT ESTIMATES, JUDGEMENTS AND ASSUMPTIONS

The preparation of financial statements requires management to exercise judgment in applying the Company''s accounting policies. It also requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and the accompanying disclosures including disclosure of contingent liabilities . Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis, with revisions recognised in the period in which the estimates are revised and in any future periods affected.

a) Contract estimates

The Company prepares budgets in repect of each EPC projects to compute project profitability and construction revenue under percentage of completion method. The major component of contract estimate is budgeted cost to complete the contract. Due to complexities involved in the budgeting process, contract estimates are sensitive to changes in these assumptions. Budgeted costs are reviewed at each reporting date.

b) Provision for employee benefits

The cost of post-employment and other long term benefits is determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include determination of discount rates, expected rate of return on assets, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The assumptions used are disclosed in note 52.

c) Contingencies and commitments

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Potential liabilities that have a low probability of crystallising or are very difficult to quantify reliably, are treated as contingent liabilities. Such liabilities are disclosed in the notes, if any, but are not provided for in the financial statements. There can be no assurance regarding the final outcome of these legal proceedings.

d) Impairment testing

i) Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit (CGU) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm''s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the future years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset''s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate.

ii) Impairment of financial assets

The impairment provisions for financial assets disclosed are based on assumptions

valuation model. The estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 49.

h) Leases

The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgement. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.

The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

3 (C) RECENT PRONOUNCEMENTS

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31 March 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

Fair value hierarchy

The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following methods and assumptions were used to estimate the fair values:

Fair value of the cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial instruments approximate their carrying amounts largely due to short term maturities of these instruments.

Valuation techniques used to determine fair value

a) Investments included in Level 1 of fair value hierarchy are based on prices quoted in stock exchange and/ or NAV declared by the funds.

b) Investments included in Level 2 of fair value hierarchy have been valued based on inputs from banks and other recognised institutions such as FIMMDA/ FEDAI.

c) Investments included in Level 3 of fair value hierarchy have been valued using acceptable valuation techniques such as Net Asset Value and/ or Discounted Cash Flow Method.

Note : All financial instruments for which fair value is recognised or disclosed are categorised within the Fair Value Hierarchy described as above, based on the lowest level input that is significant to the fair value measurement as a whole.

The carrying amounts of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets, non-current and current borrowings, trade payables and other financial liabilities that are measured at amortised cost are considered to be approximately equal to the fair value due to short-term maturities of these financial assets/ liabilities.

M FINANCIAL RISK MANAGEMENT

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s financial risk management policy is set by the Managing Board. The Company is exposed to market risk - foreign currency and interest rate, credit risk and liquidity risk.

A Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations provisions and on the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks.

a) Interest rate risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize Company''s position with regard to interest income and interest expenses and manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instrument in its total portfolio.

(i) Interest rate risk exposure

The Company enters into interest rate swaps (''IRS'') to manage exposure on its fixed rate or variable rate debt.

As at 31 March 2024 and 31 March 2023, underlying exposure to IRS was ''300.00 crores and ''300.00 crores respectively which was subject to variable interest rates.

The gain/(loss) due to fluctuation in fair value of IRS, recognised in the statement of profit and loss was ''3.78 crores and ''(4.47) crores for the year ended 31 March 2024 and 31 March 2023 respectively.

Interest rate sensitivity :

Increase/decrease of 50 basis points in interest rates at the balance sheet date would result in an impact (decrease/increase of profit before tax) of ''0.97 crores and ''2.21 crores for the year ended 31 March 2024 and 31 March 2023 respectively.

b) Financial instruments and cash deposits

The Company considers factors such as track record, size of the institution, market reputation, financial strength / rating and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed borrowings.

C Liquidity risk

a) Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at a reasonable price. The Company''s treasury department is responsible for liquidity, funding as well as settlement. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forcasts on the basis of expected cash flows.

b) Exposure to liquidity risk

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on the contractual undiscounted payments.

b) Foreign currency risk

Currency risk is the risk that the fair value or future cash flows fluctuate because of changes in market prices of various currencies against the functional currency. However, the Company is currently not exposed to foreign currency risk.

B Credit risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

a) Trade receivables

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The Company has also taken advances and security deposits from some of its customers, which mitigate the credit risk to an extent.

42 CAPITAL MANAGEMENT

For the purpose of Company''s capital management, capital includes issued capital and other equity reserves attributable to the shareholders. The primary objective of the Company''s Capital Management is to maximize shareholders value. The company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt - interest bearing borrowings less cash and cash equivalents (excluding earmarked cash and cash equivalents balances) and current investments.

The Company is providing corporate guarantee for any shortfall in amount received from the client against the debt obligation of its subsidiaries and joint venture entities. The same has been disclosed as contingent liabilities above in line with Ind AS requirements.

Commitments

i) The Company has an outstanding commitments of ''133.53 crores (31 March 2023 ''218.00 crores) towards equity contribution in its SPVs under the financing arrangement tied up with bankers.

49 SHARE BASED PAYMENT

a) In accordance with the "Welspun Enterprises Limited - Employees Stock Option Plan 2017" (''Scheme 1''), the company has granted 3,000,000 equity shares (maximum 2,000,000 equity shares to the "Managing Director") at zero cost on 10 October 2017. The fair value of the above stock option of '' 41.79 crores is calculated at the fair value of '' 139.30 per share is amortised on the straight line basis over the vesting period in accordance with the Ind AS 102 "Share-based payment".

Accordingly, proportionate amount of '' Nil (31 March 2023 - '' (5.07) crores) is shown as "Share based payment to employees" in the statement of profit and loss (Refer note 35).

b) In accordance with the "Welspun Enterprises Limited - Employee Stock Option Plan 2022" (''Scheme 2''), the company has granted 461,305 equity shares at exercise price of '' 97.55 per share on 30 April 2022. The fair value of the above stock option of '' 1.74 crores is calculated at the fair value of '' 37.91 per share is amortised on the straight line basis over the vesting period in accordance with the Ind AS 102 "Share-based payment".

Accordingly, proportionate amount of '' (0.16) crores (31 March 2023 - '' 0.28 crores) is shown as "Share based payment to employees" in the statement of profit and loss (Refer note 35).

c) In accordance with the "Welspun Enterprises Employee Benefit Scheme - 2022" (''Scheme 3''), the company has granted 400,000 equity shares at exercise price of '' 88.00 per share on 16 September 2022. The fair value of the above stock option of '' 2.68 crores is calculated at the fair value of '' 67.14 per share is amortised on the straight line basis over the vesting period in accordance with the Ind AS 102 "Share-based payment".

Accordingly, proportionate amount of '' 1.04 crores (31 March 2023 - '' 0.75 crores) is shown as "Share based payment to employees" in the statement of profit and loss (Refer note 35).

(ii) Exercise:

Scheme 1 and Scheme 2 : In the event of cessation of employment due to death or permanent incapacity, all the vested and unvested options may be exercised immediately but not later than six months from the cessation of employment. In the event of cessation of employment due to normal retirement, all the vested options should be exercised immediately but not later than six months from date of retirement and all unvested options will stand cancelled. In the event of cessation of employment due to resignation prior to retirement, all the vested options should be exercised immediately but not later than one month from date of submission of resignation and all unvested options will stand cancelled. In the event of abandonment of employment/ termination of employment, all ESOPs granted including the Vested Options which were not exercised at the time of abandonment/ termination, shall stand cancelled.

Scheme 3 : Options can be exercised in either a) Cash Route : The Grantee will receive the Shares equivalent to the number of the Options exercised in accordance with the terms and conditions of the Scheme and as mentioned in grant letter after the Grantee has made the payment of the Exercise Price and applicable income tax, or b) Cashless Route : The Grantee will receive difference between the selling price and the Exercise Price for the Options exercised by the Grantee after deducting taxes payable on exercise/sale, if any, and other amounts, expenses and charges due from the Grantee (including that in connection with the sale of shares).

In the event of cessation of employment due to death or permanent incapacity, all the options granted would be exerciseable within a period of six months from the date of death/ date of permanent disability, respectively, failing which all the unexercised Options shall lapse irrevocably. In the event of cessation of employment due to normal retirement, all the vested options should be exercised immediately but not later than six months from date of retirement and all unvested options will stand cancelled. In the event of cessation of employment

52 GRATUITY AND OTHER POST EMPLOYMENT BENEFITS PLANS

The disclosures of employee benefit as defined in the Ind AS 19 - "Employee Benefits" are given below :

a. The Company makes annual contributions to the employees'' gratuity fund scheme, a funded defined benefit plan which is managed by LIC of India. The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

b. Leave encashment is a non-funded defined benefit scheme. The obligation for leave encashment is recognized in the same manner as gratuity.

57 During the year ended 31 March 2023, the Board of Directors and the shareholders of Welspun Natural Resources Private Limited (''WNRPL'') approved the scheme of voluntary liquidation of WNRPL vide resolution dated 18 January 2023 in their respective meetings. Further, pursuant to such resolutions, Insolvency Professional was appointed as the liquidator of WNRPL. Subsequently, the liquidator has distributed all the assets (including equity shares and debentures held in Adani Welspun Exploration Limited (''AWEL'')) of WNRPL to its shareholder i.e. Welspun Enterprises Limited (''WEL'') on 27 February 2023 and consequent to such distribution, WEL has become an equity shareholder and debenture holder of AWEL.

Pursuant to liquidation, 4,654,997 Equity Shares and 45,384,543 Compulsorily Convertible Debentures (CCD''s) held by WNRPL in AWEL are now held by wEl. Subsequently, AWEL has allotted 450,591 CCD''s to WEL and now WEL holds 35% directly in AWEL.

58 During the year ended 31 March 2023, the Company has complied with all necessary Conditions Precedents (CP) of definitive agreement entered with Actis Highway Infra Limited ("Actis") on 9 June 2022 and has obtained all necessary approvals for divestment of Highway Portfolio. The Highway Portfolio comprises of 5 completed HAM (Hybrid Annuity Model) Assets (Welspun Delhi Meerut Expressway Private Limited (''DME''), Welspun Road Infra Private Limited (''WRIPL''), NXT- Infra CGRG Highways Limited (Formerly known as MBL (CGRG) Road Limited) (''CGRG''), NXT- Infra GSY Highways Limited (Formerly known as MBL (GsY) Road Limited) (''GSY''), NXT - Infra CT Highways Private Limited (Formerly known as Chikhali-Tarsod Highways Private Limited) (''CTHPL'')) and one operating BOT-Toll asset (NXT-Infra MCP Highways Private Limited (formerly known as Welspun Infrafacility Private Limited) (''WIFPL'')) (Refer note 19(i)). Accordingly, the aforesaid equity stake has been transferred to Actis for a consideration of ''818.17 crores (towards equity shares) and profit of ''582.23 crores (net of expenses related to sale) is disclosed as ''exceptional item'' (Refer note 51) in the Statement of Profit and Loss.

59 DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 OF THE ACT

a) The Company is engaged in the business of providing infrastructural facilities as specified under Schedule VI of the Act and hence the provisions of Section 186 of the Act related to loans/ guarantees given or securities provided are not applicable to the Company.

b) There are no investments other than as disclosed in Note 6 and 12 forming part of the financial statements.

Other Statutory Information

64 The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

65 The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Act) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.

66 The Company does not have any charges or satisfaction of charges which are yet to be registered with the Registrar of Companies (ROC) beyond the statutory period, except for satisfaction of certain charges amounting to ''76.55 crores. The Company has initiated suitable steps to ensure satisfaction of the same.

67 The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year.

68 The Company does not have any transactions which are not recorded in the books of accounts that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

69 The Company has not traded or invested in Crypto currency or virtual currency during the financial year.

70 The Company has complied with the requirement of monthly stock statements and quarterly information statements to the lenders.

71 UTILIZATION OF BORROWED FUNDS AND SECURITIES PREMIUM

a) During the year ended 31 March 2024, the Company has not advanced or loaned or invested funds to any other person(s) or entity(is), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

b) No fund (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (''funding parties'') with the understanding, whether recorded in writing or otherwise, that the Company shall whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding parties (''Ultimate Beneficieries'') or provided any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

72 The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

73 The Company has granted loans which are repayable on demand during the year to related parties as defined in clause (76) of section 2 of the Act are as under.

74 BUY BACK OF EQUITY SHARES

Pursuant to the approval from the Board of Directors and Shareholders, the Company has bought back 11,750,000 equity shares of ''10/- each from the shareholders of the company by way of a tender offer route at a price of '' 200 per equity share for an aggregate amount of '' 235 Crores in accordance with the provisions of the Act and SEBI (Buy Back of Securities) Regulations, 1998, which has resulted into reduction of equity share capital.

The buyback resulted in a cash outflow of '' 235 crores (excluding transaction cost and tax on buyback).The excess cost of buyback of '' 223.25 crores (excluding transaction cost and tax on buyback ) over par value of shares were offset from securities premium and '' 54.58 crores towards tax on buy back and transaction cost (net of tax) were set off from retained earnings.

In accordance with relevant statutory provision, the Company has created Capital Redemption Reserve of '' 11.75 Crores, equal to nominal value of shares bought back as an appropriation from retained earnings.

The buyback Committee of the Company, at its meeting held on 12 April 2023, approved the completion and closure of the buyback.

75 SCHEME OF AMALGAMATION

On 21 April 2023, the Board of Directors approved the Scheme of Amalgamation ("the Scheme") of wholly owned subsidiaries, viz. Welspun Infraconstruct Private Limited ("WIPL"), Welspun Kaveri Infraprojects JV Private Limited ("WKIJPL"), Corbello Trading Private Limited ("CTPL"), RGY Roads Private Limited ("RGPL"), with the Company. The Appointed Date for the Scheme is 1 April 2022 for WIPL, 6 May 2022 for WKIJPL, 5 September 2022 for CTPL and 28 September 2022 for RGPL. The Scheme was filed with National Company Law Tribunal (NCLT), Ahmedabad, Gujarat on 21 June 2023. The final hearing was held on 11 January 2024 and the Order was received on 6 February 2024.

As per the said Scheme:

i) All the assets and liabilities as appearing in the books of WIPL, WKIJPL, CTPL and RGPL have been recorded in the books of the Company at their respective book values and inter-company balances, if any have been cancelled.

ii) In accordance with the requirements of Para 9(iii) of Appendix C of Ind AS 103 - "Business Combinations", the audited standalone financial statements of the Company in respect of prior period have been restated. No fresh shares were issued to effect the merger as these entities are wholly owned subsidiary of the Company.

Pursuant to Amalgamation, the increase / (decrease) in the previous published Balance Sheet and Statement of Profit and Loss are summarised as below:

79 Figures for the previous year are re-classified/ re-arranged/ re-grouped, wherever necessary to be in conformity with the figures of the current year''s classification/ disclosure.

As per our report of even date For and on behalf of the Board

For MGB & Co LLP Balkrishan Goenka Sandeep Garg

Chartered Accountants Chairman Managing Director

Firm Registration Number 101169W/W-100035 DIN 00270175 DIN 00036419

Hitendra Bhandari Lalit Jain Nidhi Tanna

Partner Chief Financial Officer Company Secretary

Membership Number 107832

Place: Mumbai Place: Mumbai

Date: 21 May 2024 Date: 21 May 2024

---

Mar 31, 2023

1 E ach debenture having face value of '' 100 each shall be compulsorily convertible into 10 equity shares of '' 10 each fully paid up at the end of the 5 years from the date of allotment or as mutually agreed before the end of the tenure.

2 E ach debenture having face value of '' 100 each shall be compulsorily convertible into 10 equity shares of '' 10 each fully paid up at any time after 5 years. Unless converted earlier, the CCDs shall be compulsorily converted into equity shares in the ratio as mentioned earlier, at the end of the Concession Period under the Concession Agreement dated January 9, 2018 or any amendment thereto.

3 Out of 6,931,520 Debenture, 2,074,260 debentures having face value of '' 100 each shall be compulsorily convertible into 10 equity shares of '' 10 each fully paid up at the end of 5 years from date of allotment or as mutually agreed before the end of the tenure and 4,857,260 debentures having face value of '' 100 each shall be compulsorily convertible into 10 equity shares of '' 10 each fully paid up at the end of 10 years or as mutually agreed before the end of the tenure.

4 Each debenture having face value of '' 100 each shall be convertible, at the option of the holder of the Company into 10 equity shares of '' 10 each of the Company at any time during the tenure of OCD ie 10 years. The OCD''s are redeemable at the option of the issuer any time post 1year from date of issue but not later than 10 years. Before redeeming the OCD''s, the issuer shall give option to holder to convert the OCD''s in to equity by issuing 15 days notice thereof. If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of notice period.

5 Each debenture having face value of '' 100 each shall be convertible, at the option of the holder or the Company into 10 equity shares of '' 10 each of the Company at any time after the expiry of 5 years and such conversion option shall be available till the expiry of the tenure (10 years from date of allotment) unless redeemed earlier. Besides, the Debenture holder as well as the Company has the right to seek redemption or do redemption, as the case may be, any time after the allotment of debentures. If the debentures are not converted into equity or redeemed until the expiry of the tenure, the debentures shall be redeemed at the expiry of the tenure.

6.6 Each debenture having face value of '' 100 each shall be convertible at the option of the holder at any time during the tenure of the debentures into 10 equity shares of '' 10 each. If the debentures are not redeemed within 18 years from the date of issue, the debentures will be mandatorily converted into equity shares. Debentures shall be redeemable at the option of the Issuer, any-time after a period of 3 months from the date of issue but not later than 18 years. If redeemed after a period of 2 years from the date of issue, the redemption amount shall be the aggregate of the Issue price and premium equivalent to 15% of the aggregate of present value of Free Cash Flow for Equity (FCFE) and cash balance, if any of the Issuer. Before redeeming the OCDs, the issuer shall give option to holder to convert the OCDs in to equity by issuing 15 day''s notice thereto. If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of the notice period.

6.7 E ach debenture shall have face value of '' 100 each. The holder shall have option to convert the Debenture amount (Face Value minus interest, if any, already paid) at any time during the tenure of the debentures into equity shares at issue price of '' 10 each. If the debentures are not redeemed within 18 years from the date of issue, the debentures will be mandatorily converted into equity shares. Debentures shall be redeemable at the option of the Issuer, any-time after a period of 3 months from the date of issue but not later than 18 years. If redeemed after a period of 2 years from the date

of issue, the redemption amount shall be the aggregate of the Issue price and premium equivalent to 15% X (Free Cash Flow for Equity (FCFE) plus interest if any already paid by the Issuer) minus interest if any already paid of the Issuer. Before redeeming the OCDs, the issuer shall give option to holder to convert the OCDs in to equity by issuing 15 day''s notice thereto. If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of the notice period. Tenure: 18 years from date of allotment Payment of interest: The issuer shall have an option to pay total interest at 15% for the first two years from the date of issue.

6.8 Each debenture having face value of '' 10 each shall at the option of the Company be converted into appropriate number of equity shares of '' 10 each, equity share of '' 10 each fully paid up not later than 10 years from the date of allotment of OCDs.

6.9 became subsidiary w.e.f. September 28, 2022 and ceased to be joint venture entity

6.10 became subsidiary w.e.f. September 5, 2022 and ceased to be joint venture entity

6.11 The Company has pledged below mentioned equity shares, CCD and OCD:-

In the event of liquidation of the Company, the holders of the equity shares are entitled to receive remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.

i) O n June 9, 2022, the Company has entered definitive agreement with Actis Highway Infra Limited ("Actis”) and has obtained all necessary approvals for divestment of 49% equity stake in Welspun Infrafacility Private Limited. The balance 51% shall be divested on fulfillment of certain conditions. The carrying value of equity shares amounting to '' 103.58 crores (12,335,567 equity shares of '' 10/- each fully paid up) (March 31, 2022: '' Nil) has been shown as Assets held-for-sale. Out of the above equity shares, 483,759 equity shares has been pledged.

ii) O he Company has identified certain Property, plant and machinery (''PPE'') amounting to '' 12.65 crores (March 31, 2022''24.60 crores) which are available for sale in its present conditions. The Company has taken necessary actions to complete the sale and expect the sale to conclude within one year.

(ii) Rights, preference and restriction on shares

The Company has only one class of equity having par value of '' 10 per share. Each shareholder is entitled to one vote per share held. The dividend, in case proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

Nature of security and terms of repayments for long term borrowings

i) Axis Finance Limited (^CAFL’> '' Nil (March 31, 2022: '' 99.59 crores)

Term loan from AFL was secured by second charge on the current assets of the Company at Book Value and exclusive charge over such non-current assets that it provides a minimum security cover of 1.25x

R epayment terms: Repayment in 20 equal quarterly installments w.e.f. June 30, 2022. The loan has been repaid during the year.

Rate of Interest: 1 year Axis Bank MCLR 0.61 % spread

ii) Non-convertible debentures (‘NCDs’) '' 291.68 crores (March 31, 2022: '' 402.17 crores)

The Company had issued 1,750 rated, listed, secured, redeemable, Non-Convertible Debentures of '' 10 lacs each aggregating to '' 175.00 crores. The debentures beared an interest at 8.85% payable annually. Debentures were secured by way of first pari passu charge on loans, advances and other receivables (including ICDs) from Project SPVs, other than current assets of the Company by way of hypothecation at book value. Second pari passu charge on the Current assets of the Company at book value, and -Exclusive charge on Debt Service Reserve Account. The aggregate book value of the security i.e first pari passu charge on and second pari passu charge on as aforesaid should provide minimum asset cover of 1.10 times during the tenure of the NCDs at all times to be tested on half yearly basis.

The Company had issued 2,000 rated, listed, secured, redeemable, Non-Convertible Debentures of '' 10 lacs each aggregating to '' 200.00 crores. The debentures beared an interest at an agreed upon annual rate of repo rate plus spread of 485 bps payable annually. Debentures were secured by way of first pari passu charge on the Current assets of the company at book value, first paripassu charge over plant and machinery and other moveable assets excluding those specifically charged to other Banks / Financial Institutions. The aggregate book value of the security i.e First Pari pasu charge and Second Pari passu charge as aforesaid should provide minimum asset cover of 1.10 times during the tenure of the NCDs at all times to be tested on half yearly basis.

d) Unrecognised deferred tax assets on unused tax losses

The Company has carried forward long term capital losses of '' Nil (March 31, 2022''812.76 crores) and short term capital losses of '' Nil (March 31, 2022''77.42 crores) that are available for offsetting against future taxable capital gains. Deferred tax assets of '' Nil (March 31, 2022''185.95 crores) have not been recognized in respect of long term capital losses in view of uncertainty of future taxable capital gains and deferred tax assets of '' Nil (March 31, 2022''19.49 crores) have not been recognized in respect of short term capital losses in view of uncertainty of future taxable capital gains.

Fair value hierarchy

T he fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following methods and assumptions were used to estimate the fair values:

Fair value of the cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial instruments approximate their carrying amounts largely due to short term maturities of these instruments.

Valuation technique used to determine fair value

a) Investments included in Level 1 of fair value hierarchy are based on prices quoted in stock exchange and/ or NAV declared by the funds.

b) Investments included in Level 2 of fair value hierarchy have been valued based on inputs from banks and other recognised institutions such as FIMMDA/ FEDAI

c) Investments included in Level 3 of fair value hierarchy have been valued using acceptable valuation techniques such as Net Asset Value and/ or Discounted Cash Flow Method.

N ote: All financial instruments for which fair value is recognised or disclosed are categorised within the Fair Value Hierarchy described as above, based on the lowest level input that is significant to the fair value measurement as a whole.

N he carrying amounts of loans, trade receivables, cash and cash equivalents, Other bank balances, other financial assets, non-current and current borrowings, trade payables and other financial liabilities that are measured at amortised cost are considered to be approximately equal to the fair value due to short-term maturities of these financial assets/ liabilities

42 Financial risk management

Nhe Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s financial risk management policy is set by the Managing Board. The Company is exposed to market risk - foreign currency and interest rate, credit risk and liquidity risk.

A Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations provisions and on the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks.

a) Interest rate risk

I nterest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize Company''s position with regard to interest income and interest expenses and manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instrument in its total portfolio.

As at March 31, 2023 and March 31, 2022, underlying exposure to IRS was '' 300.00 crores and '' 300.00 crores respectively which was subject to variable interest rates.

The gain/(loss) due to fluctuation in fair value of IRS, recognised in the statement of profit and loss was '' (4.47) crores and '' (2.28) crores for the year ended March 31, 2023 and March 31, 2022 respectively.

Interest rate sensitivity:

Increase/decrease of 50 basis points in interest rates at the balance sheet date would result in an impact (decrease/increase of profit before tax) of '' 2.21 crores and '' 3.45 crores for the year ended March 31, 2023 and March 31, 2022 respectively. .

B Credit risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

a) Trade receivables

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The Company has also taken advances and security deposits from some of its customers, which mitigate the credit risk to an extent.

b) Financial instruments and cash deposits

The Company considers factors such as track record, size of the institution, market reputation, financial strength / rating and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed borrowings.

C Liquidity risk

a) Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at a reasonable price. The Company''s treasury department is responsible for liquidity, funding as well as settlement. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forcasts on the basis of expected cash flows.

43 Capital Management

For the purpose of Company''s capital management, capital includes issued capital and other equity reserves attributable to the shareholders. The primary objective of the Company''s Capital Management is to maximize shareholders value. The company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt - interest bearing borrowings, trade and other payables, less cash and cash equivalents and current investments

a) The amount represents the best possible estimate arrived at on the basis of available information. The Company has engaged reputed professionals to protect its interest and has been advised that it has strong legal positions against such disputes.

b) The Company has received legal notices of claims / lawsuits filed against it relating to other matters. In the opinion of the management, no material liability is likely to arise on account of such claims/ law suits.

2022. The fair value of the above stock option of '' 1.74 crores is calculated at the fair value of '' 37.91 per share is amortised on the straight line basis over the vesting period in accordance with the Ind AS 102 “Share-based payment”.

Accordingly, proportionate amount of '' 0.28 crores (March 31, 2022 - '' Nil) is shown as “Share based payment to employees” in the statement of profit and loss (Refer note 36).

c) I n accordance with the “Welspun Enterprises Employee Benefit Scheme - 2022” (''Scheme 3'') the company has granted 400,000 equity shares at exercise price of '' 88.00 per share on September 16, 2022. The fair value of the above stock option of '' 2.68 crores is calculated at the fair value of '' 67.14 per share is amortised on the straight line basis over the vesting period in accordance with the Ind AS 102 “Share-based payment”.

Accordingly, proportionate amount of '' 0.75 crores (March 31, 2022 - '' Nil) is shown as “Share based payment to employees” in the statement of profit and loss (Refer note 36).

In case of termination, the Company is providing corporate guarantee for any shortfall in amount received from the client against the debt obligation of its subsidiaries and joint venture entities. The same has been disclosed as contingent liabilities above in line with Ind AS requirements.

Commitments

i) The Company has an outstanding commitments of '' 218.00 crores (March 31, 2022''452.37 crores) towards equity contribution in its SPVs under the financing arrangement tied up with bankers.

ii) Pursuant to the understanding with MBL Projects Private Limited, with respect to investment in RGY Roads Private Limited (''RGY''), paid against option for acquisition of balance 51% shares in RGY equivalent to '' Nil (March 31, 2022''14.50 crores). The balance amount is '' Nil (March 31, 2022''1.22 crores).

iii) With respect to investment in MBL (GSY) Road Limited (''GSY'') and MBL (CGRG) Road Limited (''CGRG''), '' Nil (March 31, 2022''0.02 crores) each is paid against option for acquisition of balance 51% shares in GSY & CGRG. The balance amount is '' Nil (March 31, 2022''0.00 crores).

iv) Pursuant to the understanding with Vishvaraj Environment Private Limited, with respect to investment in Corbello Trading Private Limited (''CTPL'') paid against option for acquisition of balance 51% shares in CTPL equivalent to '' Nil (March 31, 2022''7.45 crores). The balance amount is '' Nil (March 31, 2022''0.72 crores).

v) With respect to investment in Chikhali-Tarsod Highways Private Limited (''CTHPL'') '' Nil (March 31, 2022''0.00 crores) is paid against option for acquisition of balance 51% shares in CTHPL. The balance amount is '' Nil (March 31, 2022''0.00 crores).

50 Share based payments

(ii) Exercise:

Scheme 1 and Scheme 2: In the event of cessation of employment due to death or permanent incapacity, all the vested and unvested options may be exercised immediately but not later than six months from the cessation of employment. In the event of cessation of employment due to normal retirement, all the vested options should be exercised immediately but not later than six months from date of retirement and all unvested options will stand cancelled. In the event of cessation of employment due to resignation prior to retirement, all the vested options should be exercised immediately but not later than one month from date of submission of resignation and all unvested options will stand cancelled. In the event of abandonment of employment/

a) I n accordance with the “Welspun Enterprises Limited - Employees Stock Option Plan 2017” (''Scheme 1'') the company has granted 3,000,000 equity shares (maximum 2,000,000 equity shares to the “Managing Director”) at zero cost on October 10, 2017. The fair value of the above stock option of '' 41.79 crores is calculated at the fair value of '' 139.30 per share is amortised on the straight line basis over the vesting period in accordance with the Ind AS 102 “Share-based payment”.

Accordingly, proportionate amount of '' (5.07) crores (March 31, 2022 - '' 2.85 crores) is shown as “Share based payment to employees” in the statement of profit and loss (Refer note 36).

b) I n accordance with the “Welspun Enterprises Limited - Employee Stock Option Plan 2022” (''Scheme 2'') the company has granted 461,305 equity shares at exercise price of '' 97.55 per share on April 30,

termination of employment, all ESOPs granted including the Vested Options which were not exercised at the time of abandonment/ termination, shall stand cancelled.

Scheme 3: Options can be exercised in either a) Cash Route: The Grantee will receive the Shares equivalent to the number of the Options exercised in accordance with the terms and conditions of the Scheme and as mentioned in grant letter after the Grantee has made the payment of the Exercise Price and applicable income tax, or b) Cashless Route: Tthe Grantee will receive difference between the selling price and the Exercise Price for the Options exercised by the Grantee after deducting taxes payable on exercise/sale, if any, and other amounts, expenses and charges due from the Grantee (including that in connection with the sale of shares).

In the event of cessation of employment due to death or permanent incapacity, all the options granted would be exerciseable within a period of six months from the date of death/ date of permanent disability, respectively, failing which all the unexercised Options shall lapse irrevocably. In the event of cessation of employment due to normal retirement, all the vested options should be exercised immediately but not later than six months from date of retirement and all unvested options will stand cancelled. In the event of cessation of employment due to resignation prior to retirement, all the vested options shall be exercisable by the Grantee by last day of employment in the Organization or before expiry of exercise period, whichever is earlier and all unvested options will stand cancelled.

The expected life of the stock is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

51 Segment Information

The financial statements of the Company contains both the consolidated financial statements as well as the standalone financial statements of the Company. Hence, the Company has presented segment information based on the consolidated financial statements as permitted by Ind AS - 108 “Operating segments”.

53 Gratuity and other post employment benefits plans

The disclosures of employee benefit as defined in the Ind AS 19 - “ Employee Benefits” are given below:

a. T he Company makes annual contributions to the employees'' gratuity fund scheme, a funded defined benefit plan which is managed by LIC of India. The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

b. Teave encashment is a non-funded defined benefit scheme. The obligation for leave encashment is recognized in the same manner as gratuity.

f) Other related parties with whom transactions have taken place or balances outstanding at the year end

Welspun India Limited, Welspun Corp Limited, Welspun Steel Limited, Welspun Realty Private Limited, Welspun Global Brands Limited, Welspun Foundation for Health and Knowledge, Welspun Energy Thermal Private Limited (Formerly known as Solarsys Infra Projects Private Limited); Welspun Multiventures LLP; Welassure Private Limited; Welspun Global Services Private Limited; Welspun Specialty Solutions Limited; Welspun Transformation Services Private Limited; Welspun DI Pipes Limited; MGN Agro Properties Private Limited; Welspun Group Master Trust; Welspun Metallics Limited.

* Closing balances are considered after considering the Ind AS adjustments to make comparable with financial

statements for reporting purpose.

Notes:

- During the earlier year, the Company had given undertaking for Welspun Delhi Meerut Expressway Private Limited (''WDMEPL'') for its debt obligations to lenders, pursuant to which maximum exposure aggregates to '' Nil (March 31, 2022''20.38 crores)

- During the earlier year, the Company had given guarantee for Dewas Waterprojects Works Private Limited (''DWWPL'') for its debt obligations to lenders, pursuant to which maximum exposure aggregates to '' 4.34 crores (March 31, 2022''4.61 crores)

- During the earlier year, the Company had given guarantee for Welspun Infrafacility Private Limited (''WIPL'') for its debt obligations to lenders, pursuant to which maximum exposure aggregates to '' Nil (March 31, 2022''111.36 crores).

- During the earlier years, the Company had given guarantee for MBL (GSY) Road Limited (''GSY'') for its debt obligations to lenders, pursuant to which maximum exposure aggregates to '' Nil (March 31, 2022''92.13 crores)

- During the earlier years, the Company had given guarantee for MBL (CGRG) Road Limited (''CGRG'') for its debt obligations to lenders, pursuant to which maximum exposure aggregates to '' Nil (March 31, 2022''29.45 crores)

- During the earlier years, the Company had given guarantee for Chikhali - Tarsod Highways Private Limited (''CTHPL'') for its debt obligations to lenders, pursuant to which maximum exposure aggregates to '' Nil (March 31, 2022: '' 39.86 crores)

- An undertaking (financial guarantee as per Ind AS) is given to lenders for debt obligations to be given to Welspun Aunta-Simaria Private Limited (WASPL''), maximum exposure towards this is '' 98.73 crores (March 31, 2022''74.05 crores)

All transactions with related parties are made on arm''s length basis in the ordinary course of business.

i) The contract assets primarily relate to the Company''s rights to consideration for performance obligation satisfied but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. Invoices are raised on the customers based on the agreed contractual terms and are collected as per agreed payment terms.

ii) The contract liability primarily relates to the advances from customer towards on-going EPC projects. Revenue is recognised from the contract liability as and when such performance obligations are satisfied.

58 During the year, the Board of Directors and the shareholders of Welspun Natural Resources Private Limited (''WNRPL'') approved the scheme of voluntary liquidation of WNRPL vide resolution dated January 18, 2023 in their respective meetings. Further, pursuant to such resolutions, Insolvency Professional was appointed as the liquidator of WNRPL. Subsequently, the liquidator has distributed all the assets (including equity shares and debentures held in Adani Welspun Exploration Limited (''AWEL'') of WNRPL to its shareholder i.e. Welspun Enterprises Limited (''WEL'') on February 27, 2023 and consequent to such distribution, WEL has become an equity shareholder and debenture holder of AWEL.

P ursuant to liquidation, 4,654,997 Equity Shares and 45,384,543 Compulsorily Convertible Debentures (CCD''s) held by WNRPL in AWEL are now held by WEL. Subsequently, AWEL has allotted 450,591 CCD''s to WEL and now WEL holds 35% directly in AWEL.

59 P he Company has complied with all necessary Conditions Precedents (CP) of definitive agreement entered with Actis Highway Infra Limited (“Actis”) on June 9, 2022 and has obtained all necessary approvals for divestment of Highway Portfolio. The Highway Portfolio comprises of 5 completed HAM (Hybrid Annuity Model) Assets (Welspun Delhi Meerut Expressway Private Limited (''DME''), Welspun Road Infra Private Limited (''WRIPL''), MBL (CGRG) Road Limited (''CGRG''), MBL (GSY) Road Limited (''GSY''), Chikhali Tarsod Highways Private Limited (''CTHPL'')) and one operating BOT-Toll asset (Welspun Infrafacility Private Limited (''WIFPL'')) (Refer note 20(i)). Accordingly, the aforesaid equity stake has been transferred to Actis for a consideration of '' 818.17 crores (towards equity shares) and profit of '' 582.23 crores (net of expenses related to sale) is disclosed as ''exceptional item'' (Refer note 52) in the Statement of Profit and Loss.

60 Details of loans given, investments made and guarantee given covered U/s 186 of the Companies Act, 2013

a) Phe Company is engaged in the business of providing infrastructural facilities as specified under Schedule VI of the Companies Act 2013 (the ''Act'') and hence the provisions of Section 186 of the Act related to loans/ guarantees given or securities provided are not applicable to the Company.

b) Phere are no investments other than as disclosed in Note 6 and 13 forming part of the financial statements.

Nature of CSR activities:

Promoting education and healthcare, empowerment of women and socially backward, ensuring road safety, ensuring enviromental sustainability, development of art and culture, disaster relief, livelihood enhancement project.

D uring the current year, the unspent amount of WFHK amounting to '' 1.28 crores, which was lying in separate account namely “Welspun Foundation for Health and Knowledge - Unspent CSR Amount FY 2021-22”, was utilised for CSR activities.

Other Statutory Information

65 The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

66 D he Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.

67 D he Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

68 D he Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year.

69 The Company does not have any transactions which are not recorded in the books of accounts that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

70 The Company has not traded or invested in Crypto currency or virtual currency during the financial year.

71 The Company has complied with the requirement of monthly stock statements and quarterly information statements to the lenders.

72 Utilization of borrowed funds and securities premium

a ) D uring the financial year ended March 31, 2023, the Company has advanced '' 8.85 crores (March 31, 2022: '' 52.53 crores) at various dates to Welspun Natural Resources Private Limited (''WNRPL''), being intermediary (a wholly owned subsidiary), with the understanding that the intermediary shall lend or invest in Adani Welspun Exploration Limited (''AWEL'') being ultimate beneficiary (an associate company). The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act and the transactions does not violate the provision of the Prevention of Money Laundering Act, 2002 (15 of 2003).

Dxcept for the above, the Company has not advanced or loaned or invested funds to any other person(s) or entity(is), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

D owever, on February 27, 2023, WNRPL got liquidated and AWEL became associate entity of the Company directly.

b) No fund (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (''funding parties'') with the understanding, whether recorded in writing or otherwise, that the Company shall whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding parties (''Ultimate Beneficieries'') or provided any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

73 The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.

74 The Company has granted loans which are repayable on demand during the year to related parties as defined in clause (76) of section 2 of the Companies Act, 2013 are as under.

76 F igures for the previous year are re-classified/ re-arranged/ re-grouped, wherever necessary to be in conformity with the figures of the current year''s classification/ disclosure.

75 Events after the reporting period

Subsequent to the balance sheet date, the Company has bought back 11,750,000 equity shares of '' 10 /-each from the shareholders of the company by way of a tender offer route at a price of '' 200 per equity share for an aggregate amount of '' 235 crores in accordance with the provisions of the Companies Act, 2013 and SEBI (Buy Back of Securities) Regulations, 1998, which has resulted into reduction of equity share capital.

The buyback Committee of the Company, at its meeting held on April 12, 2023, approved the completion and closure of the buyback.

---

Mar 31, 2018

1 Corporate information

Welspun Enterprises Limited (‘WEL’ or ‘the Company’) is a public limited company incorporated in India. Its shares are publicly traded on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India. The Company is engaged in infrastructure development (Engineering, Procurement and Construction (‘EPC’) and Build, Operate and Transfer (BOT) basis) and trading activities. It is also engaged in carrying out Operation and Maintenance (“O&M”) activities for the transportation sector projects.

The separate financial statements (hereinafter referred to as “Financial Statements”) of the Company for the financial year 2017-18 were authorised for issue in accordance with a resolution of board of directors on 10 May 2018.

2 Basis of preparation of financial statements

The financial statements have been prepared to comply in all material respects with the Indian Accounting Standards (Ind AS) notified under Section 133 of Companies Act, 2013 (the Act) read with Companies (Indian Accounting Standards Rules, 2015 (As amended) and other relevant provisions of the Act and rules framed thereunder and guidelines issued by Securities and Exchange Board of India (SEBI).

The financial statements have been prepared under the historical cost convention and on accrual basis, except for the following:

a) Certain financial assets and liabilities which have been measured at fair value (Refer accounting policy regarding financial instruments).

b) Assets held for sale -measured at fair value less cost to sell

c) Defined benefit plan assets and liabilities

d) Share based payments

The financial statements are presented in Rs in lakhs, except when otherwise indicated.

3(A) Significant estimates, judgements and assumptions

The preparation of financial statements requires management to exercise judgment in applying the

Company’s accounting policies. It also requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and the accompanying disclosures including disclosure of contingent liabilities . Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis, with revisions recognised in the period in which the estimates are revised and in any future periods affected.

a) Contract estimates

The Company prepares budgets in repect of each EPC projects to compute project profitability and construction revenue under percentage of completion method. The major component of contract estimate is budgeted cost to complete the contract. Due to complexities involved in the budgeting process, contract estimates are sensitive to changes in these assumptions. Budgeted costs are reviewed at each reporting date.

b) Provision for employee benefits

The cost of post-employment and other long term benefits is determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include determination of discount rates, expected rate of return on assets, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The assumptions used are disclosed in note 46.

c) Contingencies and commitments

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Potential liabilities that have a low probability of crystallising or are very difficult to quantify reliably, are treated as contingent liabilities. Such liabilities are disclosed in the notes, if any, but are not provided for in the financial statements. There can be no assurance regarding the final outcome of these legal proceedings.

d) Impairment testing

i) Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit (CGU) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the future years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate.

ii) Impairment of financial assets

The impairment provisions for financial assets disclosed are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

e) Taxes

The Company periodically assesses its liabilities and contingencies related to income taxes for all years open to scrutiny based on latest information available. The Company records its best estimates of the tax liability in the current tax provision. The management believes that they have adequately provided for the probable outcome of these matters.

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.”

f) Fair value measurement

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date. For details of the key assumptions used and the impact of changes to these assumptions (Refer note 37).

g) Share based payments

Estimating fair value for share-based payment requires determination of the most appropriate valuation model. The estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 42.

3 (B) Standards issued but not yet effective

The amendments to standards that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective. In March 2018, the Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) Amendment Rules, 2018 notifying Indian Accounting Standard (Ind AS) 115 “Revenue from Contracts with Customers” and notifying amendments to Ind AS 12 “Income Taxes” .Ind AS 115 and amendments to the Ind AS 12 are applicable to the Company w.e.f. 1 April 2018.

a) Ind AS 115 “Revenue from Contracts with Customers”

The core principle of Ind AS 115 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further this standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

b) Ind AS 12 “Income Taxes”

The amendment considers that tax law determines which deductions are offset against taxable income and that no deferred tax asset is recognised if the reversal of the deductible temporary difference will not lead to tax deductions.

Accordingly, segregating deductible temporary differences in accordance with tax law and assessing them on entity basis or on the basis of type of income is necessary to determine whether taxable profits are sufficient to utilise deductible temporary differences.

The Company is evaluating the disclosure requirements of these amendments and its effect on the financial statements.

# Each debenture having face value of Rs 100 each shall be compulsorily convertible into 10 equity shares of Rs 10 each fully paid up at the end of the 5 years from the date of allotment or as mutually agreed before the end of the tenure.

## Each debenture having face value of Rs 100 each shall be convertible, at the option of the holder or the Company into 10 equity shares of Rs 10 each of the Company at any time after the expiry of 5 years and such conversion option shall be available till the expiry of the tenure (10 years from date of allotment) unless redeemed earlier. Besides, the Debenture holder as well as the Company has the right to seek redemption or do redemption, as the case may be, any time after the allotment of debentures. If the debentures are not converted into equity or redeemed until the expiry of the tenure, the debentures shall be redeemed at the expiry of the tenure.

$ Each debenture having face value of Rs 10 each shall be compulsorily convertible into 1 equity shares of Rs 10 each fully paid up at the end of the 5 years from the date of allotment or as mutually agreed before the end of the tenure.

“ The Company has pledged below mentioned shares :-

* Became subsidiary on 27July 2017 and ceased to be subsidiary w.e.f. 19 December 2017 ** Became joint venture w.e.f 13 October 2017 *** Became joint venture w.e.f. 19 January 2018 **** Became joint venture w.e.f. 30 January 2018

@ Investment as at 31 March 2018 includes adjustment for fair value of interest free loan Rs 1,036 lakhs (31 March 2017:Rs 715 lakhs).

(ii) Rights, preference and restriction on shares

The Company has only one class of equity having par value of Rs. 10 per share. Each shareholder is entitled to one vote per share held. The dividend, incase proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except incase of interim dividend.

In the event of liquidation of the Company, the holders of the equity shares are entitled to receive remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.

(v) Shares reserved for issue under options

For details of shares reserved for issue under the share based payment plan of the company, please refer note 42

Nature and purpose of reserves

a) Capital reserve

Capital reserve represents capital surplus and not normally available for distribution as dividend.

b) Securities premium reserve

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

c) Share options outstanding account

The share options outstanding account represents the value of equity settled share based payment provided to employees as part of their remuneration. Refer note 42 for further details of this plan.

d) Amalgamation reserve

It represents reserve arising out of amalgamation of two subsidiaries with the Company.

e) General reserve

The reserve is a distributable reserve maintained by the Company out of transfers made from profits.

Nature of security and terms of repayments for long term borrowings

i) Industrial Development Finance Corporation Limited (‘IDFC’)

Secured by way of mortgage in favour of IDFC of all movable properties pertaining to the Dewas Water Supply Projects, present and future. A first charge by way of hypothecation of all the movable assets including movable plant and machinery, machinery spares, tools & accessories, furniture and fixtures, vehicles and all other movable assets pertaining to the project, present and future. First charge of all book debts, operating cash flows, revenues and receivables of the Company pertaining to the project, present and future. First charge on all intangibles including but not limited to goodwill, uncalled capital, present and future. Assignment of all rights, title, interest, benifits, claims and demands of the Company in respect of all the assets of the projects agreement and contracts including concession agreement. First charge over the escrow account, debt service reserve account and other reserve and any other bank account the Company wherever maintained.

Repayment terms : Repayment in monthly installments w.e.f.16 April 2016 i.e- FY 17-3%; FY18-7%; FY19-10%; FY20-20%; FY21-22%; FY22-33%; FY23-5%.

Rate of Interest : 11.25% p.a.

* Represents certain obligations related to stamp duty etc of Welspun Maxsteel Limited, an erstwhile subsidiary disposed off in earlier period. There is no movement during the year.

Nature of security and terms of repayment for secured borrowings

Loan from bank is secured by hypothecation of inventories and book debts of the Company. Rate of interest: MCLR 1.45% pa

Terms and conditions of the above financial liabilities:

Acceptances are interest bearing and are normally settled on 90-days terms.

Trade payables are non-interest bearing and are normally settled as per payment terms mentioned in the contract.

d) Unrecognised deferred tax assets on unused tax losses

The Company has brought forward long term capital losses of Rs.84,128 lakhs (31 March 2017 Rs.85,565 lakhs) (majority of which is expiring in 31 March 2023) and short term capital losses of Rs. 7,667 lakhs (31 March 2017 Rs. 11,648 Lakhs) (majority of which is expiring in 31 March 2023) that are available for offsetting against future taxable capital gains. Deferred tax assets of Rs.19,598 lakhs (31 March 2017 Rs. 19,933 Lakhs) have not been recognized in respect of long term capital losses in view of uncertainty of future taxable capital gains and deferred tax assets of Rs. 1,340 lakhs (31 March 2017 Rs. 2,035 lakhs) have not been recognized in respect of these losses in view of uncertainty of future taxable short term capital gains.

Fair value hierarchy

The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following methods and assumptions were used to estimate the fair values:

1 Fair value of the cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial instruments approximate their carrying amounts largely due to short term maturities of these instruments.

2 Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected losses of these receivables.

Valuation technique used to determine fair value

a) Investments included in Level 1 of fair value hierarchy are based on prices quoted in stock exchange and/ or NAV declared by the funds.

b) Investments included in Level 2 of fair value hierarchy have been valued based on inputs from banks and other recognised institutions such as FIMMDA/ FEDAI

c) Investments included in Level 3 of fair value hierarchy have been valued using acceptable valuation techniques such as Net Asset Value and/ or Discounted Cash Flow Method.

Note : All financial instruments for which fair value is recognised or disclosed are categorised within the Fair Value Hierarchy described as above, based on the lowest level input that is significant to the fair value measurement as a whole.

The carrying amounts of loans, trade receivables, cash and cash equivalents, Other bank balances, other financial assets, non-current and current borrowings, trade payables and other financial liabilities that are measured at amortised cost are considered to be approximately equal to the fair value due to short-term maturities of these financial assets/ liabilities

4 Financial risk management

The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s financial risk management policy is set by the Managing Board. The Company is exposed to market risk, credit risk and liquidity risk.

A Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations provisions and on the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks.

a) Interest rate risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize Company’s position with regard to interest income and interest expenses and manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instrument in its total portfolio.

(ii) Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the impact of change in interest rate of borrowings, as follows:

b) Foreign currency risk

Currency risk is the risk that the fair value or future cash flows fluctuate because of changes in market prices of various currencies against the functional currency. However the Company is currently not exposed to foreign currency risk.

B Credit risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

a) Trade receivables

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The Company has also taken advances and security deposits from some of its customers, which mitigate the credit risk to an extent.

b) Financial instruments and cash deposits

The Company considers factors such as track record, size of the institution, market reputation, financial strength / rating and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed borrowings.

C Liquidity risk

a) Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’s treasury department is responsible for liquidity, funding as well as settlement. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forcasts on the basis of expected cash flows.

b) Exposure to liquidity risk

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on the contractual undiscounted payments.

5 Capital Management

For the purpose of Company’s capital management, capital includes issued capital and other equity reserves attributable to the shareholders. The primary objective of the Company’s Capital Management is to maximize shareholders value. The company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants, if any.

The Company monitors capital using gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing borrowings, trade and other payables, less cash and cash equivalents.

6 Contingencies and Commitments

(a) Leases

Operating lease commitments — Company as lessee

The Company has taken office premises and residential facilities under cancellable operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. The initial tenure of the lease varies from six months to thirty six months. Lease rental charges for 31 March 2018 is Rs 416 lakhs ( 31 March 2017 : Rs 271 Lakhs)

(c) Commitments

i) The Company has an outstanding commitments of Rs 26,653 lakhs (31 March 2017 Rs Nil) and Rs 3,873 lakhs (31 March 2017 Rs Nil) towards equity contribution in joint venture entities and its subsidiary respectively under the financing arrangement tied up with bankers.

ii) Pursuant to the understanding with MBL Projects Private Limited, with respect to investment in RGY Roads Private Limited (‘RGY’), paid against option for acquisition of balance 51% shares in RGY equivalent to Rs 1,450 lakhs (31 March 2017 Rs Nil) on 22 February 2018. The balance amount is Rs.122 lakhs (31 March 2017 Rs Nil).

iii) With respect to investment in MBL (GSY) Road Limited (‘GSY’) and MBL (CGRG) Road Limited (‘CGRG’), Rs 1.63 lakhs (31 March 2017 Rs Nil) each is paid against option for acquisition of balance 51% shares in GSY & CGRG. The balance amount is Rs. 0.13 lakhs (31 March 2017 Rs Nil).

iv) Pursuant to the understanding with Vishvaraj Environment Private Limited, with respect to investment in Corbello Trading Private Limited (‘CTPL’) paid against option for acquisition of balance 51% shares in CTPL equivalent to Rs 745 lakhs (31 March 2017 Rs Nil) . The balance amount is Rs 72 lakhs (31 March 2017 Rs Nil).

v) With respect to investment in Chikhali-Tarsod Highways Private Limited (‘CTHPL’) Rs. 0.48 lakhs (31 March 2017 Rs Nil) is paid against option for acquisition of balance 51% shares in CTHPL. The balance amount is Rs. 0.03 lakhs (31 March 2017 Rs Nil).

7 Share based payments

a) In accordance with the “Welspun Enterprises Limited - Employees Stock Option Plan 2017” the company has granted 3,000,000 equity shares (maximum 2,000,000 equity shares to the “Managing Director”) at zero cost on 10 October 2017. The fair value of the above stock option of Rs 4,179 lakhs is calculated at the average rate of Rs 139.30 per share is amortised on the straight line basis over the vesting period in accordance with the Ind AS 102 “Share-based payment”. Accordingly proportionate amount of Rs 904 lakhs (31 March 2017 - Nil) is shown as “Share based payment to employees” in the statement of profit and loss (Refer note 32).

b) In accordance with the “Welspun Managing Director Stock Option Plan 2014” the Company has granted 240,000 equity shares to the “Managing Director” of the Company at zero Cost on 14 July 2016. The fair value of the above Stock Options of Rs. 128 Lakhs as on 14 July 2016 is calculated at the average rate of Rs. 53.23/- per share is amortized on the straight line basis over the vesting period of one year in accordance with the Ind AS 102 “Share-based payment”. Accordingly proportionate amount of Rs.37 Lakhs (31 March 2017 - Rs 121 Lakhs) is shown as “Share based payment to employees” in the statement of profit and loss (Refer note 32).

The salient features of the Scheme are as under:

(i) Vesting: Options to vest shall happen at every anniversary of the date of grant in quantum of 20% of the total ESOPs granted, over the period of 5 years from the date of grant. However vesting period may be extended by the entire duration of the leave period for Employees on the long Leave. The Vesting Schedule is as under:

(ii) Exercise: Options granted shall be capable of being exercised in one or more tranches in multiples of 5,000 shares, within a period of 3 years from the date of vesting of the respective Employee Stock Options. In the event of cessation of employment due to death or permanent incapacity, all the vested and unvested options may be exercised immediately but not later than six months from the cessation of employment. In the event of cessation of employment due to normal retirement, all the vested options should be exercised immediately but not later than six months from date of retirement and all unvested options will stand cancelled. In the event of cessation of employment due to resignation prior to retirement, all the vested options should be exercised immediately but not later than one month from date of submission of resignation and all unvested options will stand cancelled.

The expected life of the stock is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

8 Segment Information

The financial statements of the Company contains both the consolidated financial statements as well as the standalone financial statements of the Company. Hence, the Company has presented segment information based on the consolidated financial statements as permitted by Ind AS - 108 “Operating segments”.

9 Gratuity and other post employment benefits plans

The disclosures of employee benefit as defined in the Ind AS 19 - “ Employee Benefits” are given below :

a. The Company makes annual contributions to the employees’ gratuity fund scheme, a funded defined benefit plan which is managed by LIC of India. The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

b. Leave encashment is a non-funded defined benefit scheme. The obligation for leave encashment is recognized in the same manner as gratuity.

c. Details of post retirement gratuity plan are as follows :-

Sensitivities due to mortality & withdrawals are insignificant & hence ignored. Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement.

The average duration of defined benefit obligation is 37.27 years ( 2017 - 33.63 Years)

Notes

1. Amounts recognized as an expense and included in the Note 32 “Employee benefits expense” are gratuity Rs 58 lakhs (31 March 2017 Rs 49 lakhs) and leave encashment Rs 48 lakhs (31 March 2017 Rs 49 lakhs). Net interest cost on defined benefit obligation recognised in Note 33 under “Finance costs” is Rs 24 lakhs ( 31 March 2017 Rs 18 lakhs)”

2. The estimate of future salary increases considered in the actuarial valuation, takes into account the rate of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

3. Contribution to provident and other funds which is a defined plan is recognized as an expense in Note 32 of the financial statements.

‘0’ denotes less than Rs 50,000

e) Other related parties with whom transactions have taken place or balances outstanding at the year end : Welspun India Limited, Welspun Corp Limited, Welspun Steel Limited, Welspun Realty Private Limited, Welspun Global Brands Limited, Welspun Energy Private Limited #, Welspun Orissa Steel Private Limited, Rank Marketing LLP, Welspun Foundation for Health and Knowledge, Welspun Energy Thermal Private Limited (Formerly known as Solarsys Infra Projects Private Limited), Welshop Trading Private Limited @, Diameter Trading Private Limited

# Welspun Energy Private Limited (‘WEPL’) merged with Welspun Steel Limited (‘WSL’) w.e.f 21 August 2017 @ Welshop Trading Private Limited merged with Welspun Steel Limited (‘WSL’) w.e.f 19 August 2017

10 Details of loans given, investments made and guarantee given covered U/s 186 of the Companies Act, 20l3

a) The Company is engaged in the business of providing infrastructural facilities as specified under Schedule VI of the Companies Act 2013 (the ‘Act’) and hence the provisions of Section 186 of the Act related to loans/ guarantees given or securities provided are not applicable to the Company.

b) There are no investments other than as disclosed in Note 6 and 11 forming part of the financial statements.

@ Closing balances are considered after considering the Ind AS adjustments to make comparable with financial statements for reporting purpose.

@@ After considering expected credit loss of Rs 12,073 Lakhs ( 31 March 2017 : Rs 10,545 Lakhs)

* Became Joint venture w.e.f 13 October 2017 ** Became Joint venture w.e.f. 19 January 2018 *** Became Joint venture w.e.f. 30 January 2018

11 Collateral / security pledged

The carrying amount of assets pledged as security for current and non-current borrowings availed (Fund based - 31 March 2018: Rs 6,609 lakhs (31 March 2017 : Rs 5,633 lakhs)) and (Non-fund based -31 March 2018 : Rs 24,789 lakhs (31 March 2017 Rs 164 lakhs)) of the Company are as under:

Proposed dividends on equity shares are subject to approval of shareholders at the annual general meeting and are not recognised as a liability (including dividend distribution tax theron) as at reporting date.

54 Assets classified as held-for-sale

a) Construction equipments :

The Company intends to dispose off the construction equipments as it is not intended to be utilized for business purpose in future. These equipments have been depreciated till 31 March 2015 and thereafter classified as Assets included in disposal group classified as held for sale amounting to Rs 8 lakhs as at 01 April 2015 and Rs 113 lakhs as at 31 March 2016 with no depreciation charged from 01 April 2015. Buyer for these assets has been identified with the terms of sale being under negotiation. During the year ended 31 March 2018, the Company sold assets amounting to Rs 13 Lakhs (31 March 2017 : Rs 72 lakhs). As at 31 March 2018, the Company believes that the fair value of these assets exceeds the carrying amount.

b) Intangible assets :

The Company has reclassified Dewas Water Supply Project (‘BOT asset’) under the head “Non Current Assets held-for-Sale” as per Ind-AS 105 as the carrying amount is expected to be recovered principally by sale transaction rather than its continuing use. During the year the Company has sold the project to its 100% owned subsidiary Dewas Waterprojects Works Private Limited (‘DWWPL’) for Rs 6,961 lakhs as per concession agreement signed between Madhya Pradesh State Industrial Development Corporation Limited (‘MPSIDC’) and DWWPL against book value of Rs 5,613 lakhs resulting in profit of Rs 1,348 lakhs disclosed as exceptional items.

12 (a) Reconciliation between opening and closing balances in the balance sheet for liabilities arising from financing activities as required by Ind AS 7 “Statement of Cash Flows” is as under:

(b) Non- cash investing and financing activities for the current year

i) Disposal of asset held-for-sale - Rs 6,961 lakhs (Refer note 54 (b))

ii) Conversion of application money into OCD of Welspun Steel Limited - Rs 182 lakhs

iii) Adjustment of loan against receivable - Rs 425 lakhs

iv) Equity shares alloted pursuant to exercise of stock option - Rs 24 lakhs

13 Figures for the previous year are re-classified/ re-arranged/ re-grouped, wherever necessary to be in conformity with the figures of the current year’s classification/ disclosure.

---

Mar 31, 2017

1 FVTPL financial assets

Under the previous GAAP, investments in equity instruments were classified as long-term investments or current investments based on the intended holding period and reliability. Long-term investments were carried at cost less provision for other than temporary diminution in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value. The resulting fair value changes of these investments have been recognized in retained earnings as at the date of transition and subsequently in the statement of profit and loss for the year ended March 31, 2016. This resulted in decrease in noncurrent investments by Rs. 4,773 lakhs as at March 31, 2016 (April 1 2015: Rs. 4,773 lakhs) and increase in current investments by Rs. 1,624 lakhs as at March 31, 2016 and decrease of retained earnings by Rs.3,150 lakhs as at March 31, 2016 (April 1, 2015: Rs. 4,773 lakhs)

Under the previous GAAP, the Company accounted for investments in debt securities and mutual funds (current investments) as investments measured at lower of cost and fair value. Under Ind AS, these investments are mandatorily classified as debt investments measured at FVTPL as these investments are held for trading. Ind AS requires FVTPL debt instruments to be measured at fair value. At the date of transition to Ind AS, difference between the instruments fair value and previous GAAP carrying amount has been recognized in retained earnings. This resulted in increase in current investments by Rs. 301 lakhs as at March 31, 2016 (April 1, 2015 : Rs 109 lakhs) and corresponding increase in retained earnings by equivalent amounts.

2 Security deposits

Under the previous GAAP, interest free lease security deposits given (that are refundable in cash on completion of the lease term) were recorded at their transaction value. Under Ind AS, all financial assets are required to be measured at fair value. Accordingly, the Company has fair valued lease security deposits under Ind AS. Difference between the fair value and transaction value of the security deposits has been recognized as deferred lease revenue. Consequent to this change, security deposits decreased by Rs. 0.80 lakhs as at March 31, 2016 (April 1, 2015: Rs. 2 lakhs) and deferred lease revenue increased by Rs. 0.76 lakhs as at March 2016 (April 1, 2015: Rs. 2 lakhs). The profit for the year ended on March 31, 2016 decreased by Rs. 0.05 lakhs due to recognition of deferred lease revenue over the lease term amounting to Rs. 2 lakhs which is partially offset by notional interest expense of Rs. 2 lakhs recognized on security deposits.

3 Share based payments

Under the previous GAAP, the cost of stock options granted pursuant to the Company''s stock option scheme was the intrinsic value of the options granted as at the date of the grant which was amortized on straight line basis over the vesting period in accordance with the SEBI Guidelines 1999. Under Ind AS the cost of share based payments is recognized based on the fair value of the options as at the grant date. Consequently, the amount recognized in employee stock options outstanding account increased by Rs. 10 lakhs as at March 31, 2016 (April 1, 2015: Rs. 0.56 lakhs). The proft for the year ended March 31, 2016 increased by Rs 6 lakhs. There is no impact on total equity.

4 Other comprehensive income

Under previous GAAP, the Company was not required to present other comprehensive income (OCI) separately. Hence, it has reconciled profit or loss as per Indian GAAP to profit or loss as per Ind AS. Further, Ind AS profit or loss is reconciled to total comprehensive income as per Ind AS.

5 Remeasurement of post employment benefit obligations

Under Ind AS, remeasurements i.e.actuarial gains and losses on the net defined benefit liability are recognized in other comprehensive income instead of profit and loss. Under the previous GAAP, these remeasurement were forming part of the profit and loss for the year. As a result of this change, the profit for the year ended March 31, 2016 increased by Rs. 2 lakhs (net of deferred tax of Rs. 1 lakhs). There is no impact on the total equity as at March 31, 2016.

6 Assets held-for-sale

The Company intends to dispose off the construction equipments as it is not intended to be utilized for business purpose in future. Construction equipments has been depreciated till March 31, 2015 and thereafter classified as Assets included in disposal group classified as held for sale with no depreciation charged from 1 April 2015. Under the previous GAAP, the carrying value of the construction equipments were shown under Property, plant and equipment. Further refer note 64 for adjustment made for the year ended March 31, 2016.

7 Loans given

Under Ind AS, loans given are valued at present value as compared to being carried at cost in the previous GAAP. This adjustment includes the difference between the book value and the present value of interest free loan given to a subsidiary, which is treated as investment in that subsidiary. The interest on the present value of this loan is recognized over the tenure of the loan using the EIR method.

8 Expected credit loss (''ECL'')

As per Ind AS 109, the Company is required to apply expected credit loss model for recognizing the allowance for doubtful debts. As a result, the Company has recognized, difference between loan balance (net of ECL loss) receivable and present value of recoverable amount of receivable, into retained earnings as at April 1, 2015 which resulted in decrease in equity by Rs. 395 lakhs. Further, the Company has recognized additional ECL loss of Rs. 1,108 lakhs during year ended March 31, 2016 which resulted in decrease in profit and equity by Rs. 1,108 lakhs.

9 Tax adjustments

Tax adjustments include deferred tax impact on account of difference between previous GAAP and Ind AS.

The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following methods and assumptions were used to estimate the fair values:

1. Fair value of the cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial instruments approximate their carrying amounts largely due to short term maturities of these instruments.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected losses of these receivables.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2:other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

The carrying amounts of loans, trade receivables, cash and cash equivalents, Other bank balances, other financial assets, noncurrent and current borrowings, trade payables and other financial liabilities that are measured at amortized cost are considered to be approximately equal to the fair value due to short-term maturities of these financial assets/ liabilities.

10 Financial risk management

The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company''s financial risk management policy is set by the Managing Board. The Company is exposed to market risk, credit risk and liquidity risk.

A. Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The sensitivity analysis excludes the impact of movements in market variables on the carrying value of postemployment benefit obligations provisions and on the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks.

a) Interest rate risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize Company''s position with regard to interest income and interest expenses and manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instrument in its total portfolio.

Foreign currency risk

Currency risk is the risk that the fair value or future cash flows fluctuate because of changes in market prices of various currencies against the functional currency. However the Company is currently not exposed to foreign currency risk.

B. Credit risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

Trade receivables

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The Company has also taken advances and security deposits from some of its customers, which mitigate the credit risk to an extent.

Financial instruments and cash deposits

The Company considers factors such as track record, size of the institution, market reputation, financial strength / rating and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed borrowings.

C. Liquidity risk

Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at a reasonable price. The Company''s treasury department is responsible for liquidity, funding as well as settlement. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

11 Buy back of shares

Pursuant to the approval from the Board of Directors and Shareholders, the Company has bought back 26,987,479 equity shares of Rs. 10 /- each from the shareholders of the Company on a proportionate basis by way of a tender offer route at a price of Rs. 62 per equity share for an aggregate amount of Rs.16,732 lakhs in accordance with the provisions of the Companies Act, 2013 and SEBI (Buy Back of Securities) Regulations, 1998.

12 Modification to the scheme of amalgamation and arrangement

The Hon''ble High Court of Gujarat at Ahmadabad vide its order dated February 3, 2016 and the Hon''ble High Court of Judicature of Bombay vide its order dated March 23, 2016 had approved modifications to the Scheme which provided for recording of the equity shares issued by the Company pursuant to the Scheme ("Modified Scheme") at fair value and the same had resulted into reduction of Capital Reserves, and corresponding increase in the Securities Premium of the Company, by Rs.77,307 lakhs. The Modified Scheme had became effective on April 28, 2016 (appointed date April 1, 2014) and had been given effect in the previous financial year.

13 Share based payments

In accordance with the “Welspun Managing Director Stock Option Plan 2014” the Company has granted 720,000 equity shares to the “Managing Director” of the Company at zero Cost on February 16, 2015 and 240,000 equity shares on July 14, 2015. The fair value of the above Stock Options of Rs. 193 lakhs as on February 16, 2015 is calculated at the average rate of Rs. 26.75/- per Share and Rs. 106 lakhs as on July 14, 2015 is calculated at the average rate of Rs. 44.35/- per Share is amortized on the straight line basis over the vesting period of one year in accordance with the Ind AS 102 "Share-based payment". Accordingly proportionate amount of Rs. 122 Lakhs (March 31, 2016 - Rs. 245 lakhs) is shown as “Employee stock option expenses” in the statement of profit and loss (Refer note 35).

ii) Exercise: Options granted shall be capable of being exercised in one or more tranches in multiples of 5,000 shares, within a period of 3 years from the date of vesting of the respective Employee Stock Options. In the event of cessation of employment due to death or permanent incapacity, all the vested and unvested options may be exercised immediately but not later than six months from the cessation of employment. In the event of cessation of employment due to normal retirement, all the vested options should be exercised immediately but not later than six months from date of retirement and all unvested options will stand cancelled. In the event of cessation of employment due to resignation prior to retirement, all the vested options should be exercised immediately but not later than one month from date of submission of resignation and all unvested options will stand cancelled.

14 Segment information

The financial statements of the Company contain both the consolidated financial statements as well as the standalone financial statements of the Company. Hence, the Company has presented segment information based on the consolidated financial statements as permitted by Ind AS - 108 "Operating segments".

15 The Company had entered into settlement agreement dated September 10, 2015 with ARSS Infrastructure Projects Limited (''ARSS'') and its affiliates. Pursuant to the aforesaid agreement, the Company in the previous year had acquired balance 51% stake in its subsidiary ARSS Bus Terminal Private Limited (''ABTPL'') in consideration of the part of its loan recoverable from ARSS and waiver of interest accrued Rs. 455 lakhs of earlier years. This amount has been included in other expenses for the year ended March 31, 2016. By virtue of this agreement, ABTPL became wholly owned subsidiary (''WOS'') of the Company w.e.f September 10, 2015.

16 Disclosures pursuant to adoption of Ind AS 19 employee benefits

As per Indian Accounting Standard - 19 “Employee Benefits”, the disclosures of employee benefits as defined in the Indian Accounting Standard are given below:

a. The Company makes annual contributions to the employees’ gratuity fund scheme, a funded defined benefit plan which is managed by LIC of India. The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

b. Leave encashment is a non-funded defined benefit scheme. The obligation for leave encashment is recognized in the same manner as gratuity.

d) Other related parties with whom transactions have taken place or balances outstanding at the year end

Welspun India Limited, Welspun Corp Limited, Welspun Steel Limited, Welspun Realty Private Limited, Welspun Mercantile Limited,Welspun Global Brands Limited, Welspun Energy Chattisgarh Private Limited. Welspun Captive Power Generation Limited, Welspun Energy Private Limited, Welspun Orissa Steel Private Limited, Rank Marketing LLP, Welspun Foundation for Health and Knowledge, Welshop Trading Private Limited, Welspun Energy Thermal Private Limited (Formerly known as Solarsys Infra Projects Private Limited)

55 Concession arrangements - main features

a) i) Name of the concession BOT Project at Khandwa Hoshangabad With Madhya Pradesh Road

Development Corporation Ltd

ii) Description of arrangements Toll Collection for 185.6 km length & 5.5 meter width 4.5 meter

unpaved shoulder Road

iii) Significant terms of arrangements Period of Concession: 14 Years from COD

a) Remuneration: Toll Collection

b) Investment grant from concession grantor: Yes

c) Infrastructure return to grantor at end of concession : Yes

iv) Asset Intangible

b) i) Name of the concession BOT Project at Raisen & Rahatgarh With Madhya Pradesh Road

Development Corporation Limited

ii) Description of arrangements Toll Collection for 101.1 km length & 7 meter width 4 meter unpaved

shoulder Road

iii) Significant terms of arrangements Period of Concession: 13 Years from COD

a) Remuneration: Toll Collection

b) Investment grant from concession grantor: Yes

c) Infrastructure return to grantor at end of concession : Yes

iv) Asset Intangible

c) i) Name of the concession BOT Project at Dewas With Madhya Pradesh State Industrial

Development Corporation Limited

ii) Description of arrangements 122 km Transmission line &7 km Gravity line (from MBR )

iii) Significant terms of arrangements Period of Concession: 29 Years from COD

a) Remuneration: Water supply revenue

b) Investment grant from concession grantor: Yes

c) Infrastructure return to grantor at end of concession : Yes

iv) Asset Intangible

d) i) Name of the concession Development of Modern Bus Terminus at Jalandhar with Punjab State

Transport Corporation

ii) Description of arrangements Development of Modern Bus Terminus

iii) Significant terms of arrangements Period of Concession: 8 Years from COD

a) Remuneration: Adda fees, parking fees, rent and advertisement revenue

b) Investment grant from concession grantor: Yes

c) Infrastructure return to grantor at end of concession : Yes

iv) Asset Intangible

e) i) Name of the concession Development of Modern Bus Terminus at Ludhiana with Punjab State

Transport Corporation

ii) Description of arrangements Development of Modern Bus Terminus

iii) Significant terms of arrangements Period of Concession: 10 Years from COD

a) Remuneration: Adda fees, parking fees, rent and advertisement revenue

b) Investment grant from concession grantor: Yes

c) Infrastructure return to grantor at end of concession : Yes

iv) Asset Intangible

17 Under the Micro, Small and Medium Enterprise Development Act, 2006 (“MSMED Act”), certain disclosures relating to amounts due to micro, small and medium enterprises are required to be made. As the relevant information is not given or confirmed by such enterprises in view of the management, the impact of interest, if any, which may subsequently become payable to such enterprises in accordance with the provisions of the Act, would not be material and the same, if any, would be disclosed in the year of payment of interest.

18 Details of loans/ guarantees given, investments made and securities provided covered u/s 186 of the Companies act, 2013

a) The Company is engaged in the business of providing infrastructural facilities as specified under Schedule VI of the Companies Act 2013 (the ‘Act’) and hence the provisions of Section 186 of the Act related to loans/ guarantees given or securities provided are not applicable to the Company.

b) There are no investments other than as disclosed in Note 6 and 12 forming part of the financial statements.

Proposed dividend on equity shares are subject to approval of shareholders at the annual general meeting and are not recognized as a liability (including dividend distribution tax theron) as at reporting date.

19 Assets classified as held-for-sale

a) Construction equipments

The Company intends to dispose off the construction equipments as it is not intended to be utilized for business purpose in future. These equipments have been depreciated till March 31, 2015 and thereafter classified as Assets included in disposal group classified as held for sale amounting to Rs. 8 lakhs as at 1 April 2015 and Rs. 113 lakhs as at March 31, 2016 with no depreciation charged from April 1, 2015. Buyer for these assets has been identified with the terms of sale being under negotiation. During the year ended March 31, 2017, the Company sold assets amounting to Rs. 72 lakhs. As at March 31, 2017, the Company believes that the fair value of these assets exceeds the carrying amount.

b) Intangible assets

The Company has reclassified Dewas Water Supply Project (BOT Asset) of Rs. 5,613 lakhs under the head "Non Current Assets held for Sale" as per Ind-AS 105 as the carrying amount is expected to be recovered principally by sale transaction rather than its continuing use.

20 Claim revenue

The Company had executed widening, strengthening, updation and maintenance of Hoshngabad-Harda-Khandwa road project on BOT basis pursuant to a concession agreement dated May 20, 2002. At later stage during the execution of the project, Madhya Pradesh Road Development Corporation Limited (''MPRDC'') suggested change of scope which was adhered to by the Company. The cost incurred for this change of scope was claimed by the Company from the MPRDC. Finally during the current year, MPRDC has agreed to compensate the Company for the claim amount via extension of concession period. On acceptance by MPRDC, the company has decided to recognize the claim revenue in the current year in line with its accounting policy. The Company has calculated the equivalent amount of claim Rs. 765.54 lakhs in INR and capitalized the same as Intangible asset -(BOT toll collection right) with corresponding credit being recorded as claim revenue under the head Other income.

21 In the opinion of the Board of Directors, Current Assets, Loans and Advances have value at which they are stated in the Balance Sheet, if realized in the ordinary course of business. The provision for depreciation and for all known liabilities is adequate and not in excess of the amount reasonably necessary.

22 Figures for the previous year are re-classified/ re-arranged/ re-grouped, wherever necessary to be in conformity with the figures of the current year’s classification/ disclosure.

---

Mar 31, 2016

1. MODIFICATION TO THE SCHEME OF AMALGAMATION AND ARRANGEMENT

The Hon''ble High Court of Gujarat at Ahmadabad vide its order dated February 3, 2016 and the Hon''ble High Court Judicature of Bombay vide its order dated March 23, 2016 have approved modifications to the Scheme (Refer note below) which provided for recording of the equity shares issued by the Company pursuant to the Scheme ("Modifi Scheme") at fair value and the same has resulted into reduction of Capital Reserves, and corresponding increase in t Securities Premium of the Company, by Rs.7,730,680,020. The Modified Scheme has become effective on April 28, 20 (appointed date April 1, 2014) and has been given effect in these financial statements.

2. SCHEME OF AMALGAMATION AND ARRANGEMENT

During the previous year, the Board of Directors of Welspun Projects Limited (WPL) and Welspun Enterprises Limit (WEL) at their respective meeting held on November 4, 2014 approved the Scheme of Amalgamation and Arrangemc under Sections 391 and 394 of the Companies Act, 1956 ("the Scheme") of WEL and its subsidiaries Welspun Infrate Limited (WITL), Welspun Infra Projects Private Limited (WIPPL) and Welspun Plastics Private Limited (WPPL) with WP

Pursuant to the Scheme approved by the Hon''ble High Court of Bombay vide its Order dated April 10, 2015 and t Hon''ble High Court of Gujarat at Ahmadabad vide its Order dated April 23, 2015, and the orders since filed with Regist of Companies on May 11, 2015 (''Effective Date'') the following Companies (Transferor Companies) whose nature business stated there against are merged with WPL (Transferee Company) with effect from April 1, 2014 (the ''appoint date'').

3. In accordance with the "Welspun Managing Director Stock Option Plan 2014" the Company has granted 240,000 equity shares to the "Managing Director" of the Company at zero Cost on July 14, 2015. The intrinsic value of the above Stock Option of Rs. 12,060,000 calculated at the average rate of Rs. 50.25 per Share is amortized on the straight line basis over the vesting period of one Year in accordance with the Guidance note on Accounting for Employee Share-based Payments issued by the Institute of Chartered Accountants of India. Accordingly proportionate amount of Rs.8,609,591 on aforesaid option along with charge for 720,000 options granted during the previous year amounting to Rs 16,532,852 aggregating to Rs 25,142,444 is shown as "Employees stock option expenses" in the Statement of Profit and Loss (Refer note 25).

The expected life of the stock is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

4. SEGMENT INFORMATION

The financial statements of the Company contain both the consolidated financial statements as well as the standalone financial statements of the Company. Hence, the Company has presented segment information based on the Consolidated Financial Statements as permitted by Accounting Standard - 17.

5. The Company has entered into settlement agreement dated 10 September, 2015 with ARSS Infrastructure Projects Limited (''ARSS'') and its affiliates. Pursuant to the aforesaid agreement, the Company has acquired balance 51% stake in ARSS Bus Terminal Private Limited (''ABTPL'') in consideration of the part of its loan recoverable from ARSS and waiver of interest accrued Rs 45,523,970 of earlier years. This amount has been included in other expenses for the year ended March 31, 2016. By virtue of this agreement, ABTPL became wholly owned subsidiary (''WOS'') of the Company w.e.f September 10, 2015.

i) During the year, the Company has sold 74% (proportionate share 37%) of its stake in Dewas Bhopal Corridor Private Limited (a 50% Joint Venture of the Company). Profit on such sale of Rs. 520,821,086 (net of selling expenses) has been shown under the head ''exceptional items''.

ii) During the year, the Company has reassessed useful life of Water Pipe Line project (on Public-Private Partnership basis) due to economic and policy developments and has revised the remaining useful life to 2.5 years in respect of the said asset w.e.f, 1 April 2015. Additional amortization charge in respect of this amounting to Rs. 449,030,805 has been recognized and included under the head ''exceptional items''.

6. Disclosures pursuant to adoption of Accounting Standard 15 (Revised 2005) Employee Benefits:

The employees'' gratuity fund scheme is managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is based on the actuarial valuation using the projected unit credit method. The obligation for leave encashment is recognized in the same manner as gratuity.

During the year, Company has recognized the following amount in the financial statements

d) Other related parties with whom transactions have taken place or balances outstanding at the year end

Welspun India Limited, Welspun Corp Limited, Welspun Steel Limited, Welspun Realty Private Limited, Welspun Mercantile Limited, Welspun Global Brands Limited, Welspun Energy Chattisgarh Private Limited, Welspun Captive Power Generation Limited, Welspun Logistics Limited, Welspun Energy Private Limited.

f) Disclosure in respect of transactions with more than 10% of the total transactions of the same type with related party during the year.

i. Purchase of traded goods :

a) Welspun Maxsteel Limited Rs Nil (Previous year Rs. 330,950,094)

ii. Rent expenses :

a) Welspun Realty Private Limited Rs 21,905,260 (Previous year Rs. 26,257,260)

iii. Hire charges :

a) Welspun Logistics Limited Rs Nil (Previous year Rs. 400,000)

iv. Miscellaneous income :

a) Adani Welspun Exploration Limited Rs 6,663,000 (Previous year Rs Nil)

b) Dewas Bhopal Corridor Private Limited Rs Nil (Previous year Rs. 39,113,662)

c) Welspun Steel Limited Rs Nil (Previous year Rs 937,407)

d) Welspun India Limited Rs Nil (Previous year Rs 1,296,067)

v. Material purchased :

a) Welspun Corp Limited Rs Nil (Previous year Rs. 2,109,146)

vi. Reimbursement of expenses (net):

a) MSK Projects (Himmatnagar Bypass) Private Limited Rs 3,835,496 (Previous year Rs Nil)

b) Welspun Corp Limited Rs 105,892 (Previous year Rs. 4,556,607)

vii. Business /promotion expenses :

a) Welspun Global Brands Limited Rs. 1,231,839 (Previous year Rs. Nil)

viii.Staff welfare expenses :

a) Welspun Global Brands Limited Rs. 1,119,235 (Previous year Rs. Nil)

ix. Electricity expenses

a) Welspun Global Brands Limited Rs. 3,327,327 (Previous year Rs. Nil)

x. Construction contract revenue (including unbilled work-in-progress):

a) MSK Projects (Himmatnagar Bypass) Private Limited Rs. 11,250,000 (Previous year Rs.Nil)

b) MSK Projects (Kim Mandvi Corridor) Private Limited Rs. 7,500,000 (Previous year Rs. Nil)

c) Welspun Delhi Meerut Expressway Private Limited Rs 2,294,635 (Previous year Rs Nil)

d) Welspun India Limited Rs. 74,945,522 (Previous year 214,752,672)

xi. Interest income :

a) Dewas Bhopal Corridor Private Limited Rs. 10,247,069 (Previous year Rs. Nil)

b) Welspun Energy Chhattisgarh Private Limited Rs. 632,877 (Previous year Rs. Nil)

c) Welspun Steel Limited Rs. 394,521 (Previous year Rs. Nil)

xii.Sale of materials :

a) Welspun India Limited Rs. 5,220,317 (Previous year Rs. Nil)

b) Welspun Captive Power Generation Limited Rs. 2,446,684 (Previous year Rs. Nil)

xiii.Sale of fixed assets :

a) Welspun India Limited Rs. 349,131 (Previous year Rs. Nil)

xiv.Loans/ advances received :

a) ARSS Bus Terminal Private Limited (ABTPL) Rs 71,650,000 (Previous year Rs. Nil)

xv.Trade advance received :

a) MSK Projects (Himmatnagar Bypass) Private Limited Rs 19,000,000 (Previous year Rs. Nil)

xvi.Repayment of loans/ advances received :

a) MSK Projects (Himmatnagar Bypass) Private Limited Rs Nil (Previous year Rs 8,700,309)

xvii.Loans/advances given :

a) MSK Projects (Kim Mandvi Corridor) Private Limited Rs 9,718,443 (Previous year Rs 124,437,997)

b) Welspun Natural Resources Private Limited Rs. 295,925 (Previous year Rs. 84,727,398)

c) Dewas Bhopal Corridor Private Limited Rs. 11,260,767 (Previous year Rs. 1,394,952)

d) Welspun India Limited Rs Nil (Previous year Rs 172,250)

xviii.Repayment of loans/ advances given :

a) MSK Projects (Kim Mandvi Corridor) Private Limited Rs 9,718,443 (Previous year Rs 218,285,062)

b) Welspun Natural Resources Private Limited Rs Nil (Previous year Rs 84,727,323)

c) ARSS Bus Terminal Private Limited Rs 5,238,647 (Previous year Rs. Nil)

d) Dewas Bhopal Corridor Private Limited Rs 353,388,945 (Previous year Rs 2,654,505)

xix. Security deposit given refunded :

a) Welspun Realty Private Limited Rs. 10,000,000 (Previous year Rs. Nil)

xx. Guarantee given :

a) MSK Projects (Kim Mandvi Corridor) Private Limited Rs. Nil (Previous year Rs. 10,300,000)

xxi. Mobilisation advance received :

a) MSK Projects (Himmatnagar Bypass) Private Limited Rs 11,025,000 (Previous year Rs 19,427,192)

b) Welspun India Limited Rs Nil (Previous year Rs 17,882,653)

xxii. Mobilisation advance received repaid :

a) Welspun India Limited Rs 9,039,505 (Previous year Rs 44,544,869)

xxiii.Investment in compulsorily convertible debentures (CCD) :

a) Welspun Natural Resources Private Limited Rs 472,709,900 (Previous year Rs. 1,269,692,300)

b) Welspun Build-Tech Private Limited Rs. 11,177,500 (Previous year Rs. Nil)

c) MSK Projects (Kim Mandvi Corridor) Private Limited Rs 10,178,400 (Previous year Rs.205,000,000)

xxiv. Sale of compulsorily convertible debentures of MSK Projects (Kim Mandvi Corridor) Private Limited to :

a) ARSS Bus Terminal Private Limited (ABTPL) Rs. 115,000,000 (Previous year Rs. Nil)

xxv. Investment in shares :

a) Welspun Delhi Meerut Expressway Private Limited Rs 100,000 (Previous year Rs Nil)

b) Welspun Natural Resources Private Limited Rs Nil (Previous year Rs. 300,000,000)

xxvi. Inter-corporate deposits given:

a) Welspun Steel Limited Rs. 50,000,000 (Previous year Rs Nil)

b) Welspun Energy Chattisgarh Private Limited Rs. 100,000,000 (Previous year Rs Nil)

xxvii.Inter-corporate deposits given repaid :

a) Welspun Energy Chattisgarh Private Limited Rs. 100,000,000 (Previous year Rs Nil)

xxviii.Sale of equity shares of subsidiary to :

a) Welspun Mercantile Limited (WML) Rs. 100,000 (Previous year Rs Nil)

xxix. Remuneration to Key Managerial Personnel :

a) Mr Sandeep Garg - Rs 72,701,105 (Previous year Rs 19,869,996)

b) Mr B. K. Goenka - Rs 10,096,774 (Previous year Rs Nil)

c) Mr Lalit Jain* - Rs 911,319 (Previous year Rs 5,469,819)

* Ceased to be chief financial officer w.e.f. May 29, 2015.

Closing Balances as at March 31, 2016

i) Receivable at the end of the year

a) Loans, advances and deposits given

— Welspun Natural Resources Private Limited Rs. 1,581,046,464 (Previous year Rs. 1,580,750,539)

— Dewas Bhopal Corridor Private Limited Rs. Nil (Previous year Rs. 332,930,355)

— Welspun Realty Private Limited Rs 30,000,000 (Previous year Rs 40,000,000)

— Welspun Steel Limited Rs 50,000,000 (Previous year Rs.Nil)

b) Trade and other receivables

— Adani Welspun Exploration Limited Rs 6,750,000 (Previous year Rs. Nil)

— Welspun India Limited Rs 11,472,441 (Previous year Rs.20,582,763)

c) Interest receivable

— Welspun Steel Limited Rs 394,521 (Previous year Rs. Nil)

ii) Payable at the end of the year

a) Trade advances and deposits received

— MSK Projects (Himmatnagar Bypass ) Private Limited Rs. 19,000,000 (Previous year Rs.10,726,883)

b) Other payables

— Welspun Global Brands Limited Rs 1,764,476 (Previous year Rs. Nil)

— Welspun India Limited Rs. Nil (Previous year Rs.10,645,207)

iii) Provision for doubtful loans

— Welspun Natural Resources Private Limited Rs 1,493,282,970 (Previous year Rs 1,493,282,970)

iv) Bank guarantee outstanding

— MSK Projects (Kim Mandvi Corridor) Private Limited Rs 2,100,000 (Previous year Rs 10,300,000)

— MSK Projects (Himmatnagar Bypass) Private Limited Rs 1,000,000 (Previous year Rs 1,000,000)

— Adani Welspun Exploration Limited Rs Nil (Previous year Rs 234,500,000)

v) Corporate guarantee outstanding

— MSK Projects (Kim Mandvi Corridor) Private Limited Rs 372,000,000 (Previous year Rs 232,350,891)

— Welspun Maxsteel Limited Rs Nil (Previous year Rs 3,200,000,000)

— Adani Welspun Exploration Limited Rs 236,000,000 (Previous year Rs 270,100,000)

— Dewas Bhopal Corridor Private Limited Rs Nil (Previous year Rs 3,225,649,641)

vi) Investment in shares

— Welspun Natural Resources Private Limited Rs 300,000,000 (Previous year Rs 300,000,000)

— ARSS Bus Terminal Private Limited Rs 310,129,510 (Previous year Rs 91,274,510)

— Welspun Energy Private Limited Rs 3,262,600,000 (Previous year Rs 3,262,600,000)

vii) Investment in compulsorily convertible debentures

— Welspun Natural Resources Private Limited Rs 1,442,402,200 (Previous year Rs 969,692,300)

— Welspun Build-Tech Private Limited Rs 171,177,500 (Previous year Rs 160,000,000)

— MSK Projects (Kim Mandvi Corridor) Private Limited Rs 100,178,400 (Previous year Rs 205,000,000)

7. Confirmations of certain parties for amounts due from them as per accounts of the Company are not obtained. Amount due from customers include amounts due/with held on account of various claims. The claims will be verified and necessary adjustments, if any, shall be made in the year of settlement. Subject to this, Company is confident of recovering the dues and accordingly they have been classified as "debt considered good" and therefore no provision is considered necessary, there against.

8. Under the Micro, Small and Medium Enterprise Development Act, 2006 ("MSMED Act") which came into force effective from October 2, 2006, certain disclosures relating to amounts due to micro, small and medium enterprises are required to be made. As the relevant information is not yet readily available and /or not given or confirmed by such enterprises, it is not possible to give required information in the accounts. However, in view of the management, the impact of interest, if any, which may subsequently become payable to such enterprises in accordance with the provisions of the Act, would not be material and the same, if any, would be disclosed in the year of payment of interest.

In the absence of the necessary information with the Company relating to the registration status of the suppliers under the Micro, Small and Medium Enterprises Development Act'' 2006, the information required under the said Act could not be compiled and disclosed.

9. Expenditure in Foreign currency : Rs. 2,616,249 (Previous year Rs. 665,364 ) (Legal and professional fees)

10. Details of loans given, investments made and guarantee given covered U/s 186 of the Companies Act, 2013

a) The Company is engaged in the business of providing infrastructural facilities as specified under Schedule VI of the Companies Act 2013 (the ''Act'') and hence the provisions of Section 186 of the Act related to loans/ guarantees given or securities provided are not applicable to the Company.

b) There are no investments other than as disclosed in Note 12 and 15 forming part of the financial statements.

11. OPERATING LEASE

The Company has taken office premises and residential facilities under cancellable operating lease agreements that are renewable on a periodic basis at the option of both the less or and the lessee. The initial tenure of the leases varies from six months to twenty four months. Lease rental charges for the year is Rs 28,569,108 (Previous year Rs 34,708,915)

12. In the opinion of the Board of Directors, Current Assets, Loans and Advances have value at which they are stated in the Balance Sheet, if realized in the ordinary course of business. The provision for depreciation and for all known liabilities is adequate and not in excess of the amount reasonably necessary.

13. Figures for the previous year are re-classified/ re-arranged/ re-grouped, wherever necessary to be in conformity with the figures of the current year''s classification/ disclosure.

---

Mar 31, 2014

1). CONTINGENT LIABILITIES & COMMITMENTS:

I. Contingent Liabilities Rs. In Lacs

As At AS At 31-03-2014 31-03-2013

a. Claims against the Company / 370.15 499.01 Disputed Liabilities not acknowledged as debts

b. Guarantee issued by the bankers 4612.48 11141.32 on behalf of the Company

c. Guarantee given by the Company to the bankers for the facilities granted :-

1. Wholly owned subsidiaries. 3257.19 995.11

2. Joint Ventures 33153.42 36030.45

d. Income Tax demand disputed 5069.59 1107.31 by the Company

e. Service Tax demand disputed 347.76 - by the Company

2) Security Deposits and Retention money deducted from contract receipt are subject to confirmation and adjustment, if any, on finalization of account.

3). BUILD, OPERATE & TRANSFER PROJECTS :

The Company obtained a contract on Build, Operate and Transfer (BOT) basis from the Madhya Pradesh State Industrial Development Corporation (MPSIDC) for execution of Dewas Water Supply project.

In terms of contract the ownership of the said property vests in the government immediately. Under the contract the Company is entitled to collect the water supply charge during the concession period of 32 years including the period of construction or reconstruction.

In earlier year the Company finished the construction and obtained the provisional certificate for commissioning and started operations. However the Company could not achieve the optimal capacity and was advised to complete the project to achieve the desired and specified results by MPSIDC as al so to expand the capacity and to under take reconstruction and completion

Accordingly the Company has undertaken reconstruction and completion of the project so as to achieve the desired capacity as also increase the capacity for supply of water from BOT Project.

Having, regard to the accounting policies followed by the Company, the entire expenditure incurred thereon (net of revenue for supply of water) is shown as Build, Operate and Transfer project expenditure (Toll collection rights) under the head in tangible assets under development and would be amortized / written off based on the projected toll revenue for the balance toll period.

In the prior financial year(s) the Company had written off, operation and maintenance expenses including interest. However due to reconstruction and completion under taken, the Company has discontinued that practice from the year 2011-12.

4). EXCEPTIONAL ITEM :

Pursuant to agreement for sale Dtd.5th March 2013 entered in to between the Company and Leighton Wels pun Contractors Private Limited, the Company has transferred indentified EPC division / works of GMADA Mohali Water Division, Chirai Anjar Road Work and Dewas Water Projects aggregate value of Rs. 556 Crores for the composite consideration of Rs.1,15,03,48,500/- subject to the terms and condition as contained in the said agreement.

As a consideration for the transfer of the above business the Company had received 11503485 equity shares in the Leighton Wel spun Contractors Private Limited, of the face value of Rs. 10/- each fully paid up at a premium of Rs. 90/- per share aggregating consideration of Rs. 1150348500/- Surplus of Rs. 107,92,49,055 arising in respect of the said transfer was shown as income from transfer of business under the head Other Operating Revenue in the statement of profit & loss for the year ended 31st M arch 2013.

As per the Clause 14.4.2 of the said Agreement To Sell (ATS), if the Company is unable to issue Notice to Proceed (NTP) for any of the above projects, it has an obligation to give Replacement Project (s) to LWIN of equivalent contract value.

If NTP i s not issued, and Replacement Project(s) are not arranged, the proportionate shareholding based on the value of projects for which NTP is not issued will be extinguished. Due to various circumstances, it became clear that a NTP could not be issued to LWIN for either of the balance projects. Following these developments, the Company obtained an opinion from an external valuator on the cost of the obligation to arrange for Replacement Projects for LWIN (''replacement obligation'').

Based on valuation carried out, Wel spun Infra Projects Private Limited ("WIPPL") (Group Company) holding 32.38% in LWIN has agreed to purchase the Company s stake in LWIN @ Rs 81 Crores. Loss of Rs. 34,06,82,111/- on sales of the said Company s stake in "LWIN" is shown under the head Exceptional Item in the statement of Profit & Loss.

Further as per agreement Mohali Project was assigned back to the Company, by LWIN along with all rights, asset and liabilities pertaining to the said business.

5). The Company has given Inter corporate deposits of Rs. 27.50 Crores to ARSS and Rs. 2.50 Crores to Anil Construction P Ltd, during the year 2012-13 and also charged interest of Rs. 4.15 Crores thereon, which is not received. No interest is charged on the said ICD''s during the year 2013-14

The matter is constantly pursued by the company and legal proceeding is also initiated for recovery of the said amount. There is no need to make any provision for the said amount as the Company is hope full for the recovery in near future.

6). The Company is operating in a single segment only during the year i.e. Civil Construction Contract.

7) Transaction with related parties (as certified by the management)

A. Holding Companies!

* Wels pun Corp Limited (up to 24- Jan 2014)

* Welspun Infratech Limited

* Wels pun Enterprise Ltd

B. Subsidiary Companies!

* MSK Projects (Himmatnagar Bypass) Private Limited

* MSK Projects (Kim Mandvi Corridor) Private Limited

* Anjar Road Private Limited

C. Integrated Joint Ventures!

* Dewas Bhopal Corridor Limited

a. Associate Concern!

* We spun Corp Limited (after 24- Jan 2014)

* Wels pun M ax Steel Limited

* Welspun Steel Limited

* Welspun India Limited

* Wels pun Retails Limited

* Wels pun Reality Private Limited

b. Key Management Personnel!

* Mr. B.K. Goenka- Chairman

* Mr. Sandeep Garg - (Managing Director)

* Mr. R.R. Mandawewala - Director

8). Based on the legal opinion taken by the Company, Subsidy of Rs.82.87 Crores (P.Y. 82.87 Crores) received from Madhya Pradesh Rajya Setu Nirman Nigam Limited, against the Build, Operate & Transfer Project Expenditure is in the nature of promoter contribution and accordingly treated as Capital Reserve in the books of accounts of the Company.

9). Confirmations of certain parties for amounts due from them as per accounts of the company are not obtained. Amount due from customers include amounts due/with held on account of various claims. The claims will be verified and necessary adjustments, if any, shall be made in the year of settlement. Subject to this, company is confident of recovering the dues and accordingly they have been classified as debt considered good and therefore no provision is considered necessary, there against.

10). Under the Micro, Small and Medium Enterprise Development Act, 2006 ("MSMED Act") which came into force effective from 2nd October, 2006, certain disclosures relating to amounts due to micro, small and medium enterprises and remained unpaid after the appointed date etc. of principal and interest amounts are required to be made. The Company is in the process of compiling the relevant information. As the relevant information is not yet readily available and / or not given or confirmed by such enterprises, it is not possible to give required information in the accounts. However, in view of the management, the impact of interest, if any, which may subsequently become payable to such enterprise in accordance with the provisions of the Act, would not be material and the same, if any, would be disclosed in the year of payment of interest.

In the absence of the necessary information with the Company relating to the registration status of the suppliers under the Micro, Small and Medium Enterprises Development Act'' 2006 , the information required under the said Act could not be compiled and disclosed.

---

Mar 31, 2013

Note No. 1.1 Income from Transfer of Business

Pursuant to agreement for sale Dtd. 5th March 2013 entered in to between the Company and Leighton Welspun Contractors Private Limited, the Company has transferred the following indentified EPC division / works of aggregate value of Rs. 556 Crores for the composite consideration of Rs.1,15,03,48,500/ subject to the terms and condition as contained in the said agreement.

Water Division:

EPC Works in relation to the transmission of water from Kaluji, head works by laying of approximately 22 Km of 2200 Millimeter diameter pipe line in Mohali, Punjab awarded by Greater Mohali Area Development Authority as a going concern by way of slump sales along with all rights, assets and liabilities pertaining to the said division.

EPC Works in relation to laying a pipe with a larger diameter in order to increase the supply of water to the industrial units in Dewas, Madhya Pradesh from 23 Million liters, per days to 30 million liter per day emanating out of Dewas Water Supply projects of the Company.

EPC Works:

Chairai EPC Works EPC Works relation to the projects for four laning of approximately 28.853 Km of the Chirai Anjar Road including the Anjar bypass in the state of Gujarat, emanating out of the Build, Operate Transfer project awarded by the Gujarat State Road Development Corporation to the Company. As a consideration for the transfer of the above business the Company has received 11503485 equity shares in the Leighton Welspun Contractors Private Limited, of the face value of Rs. 10/ each fully paid up at a premium of Rs. 90/ per share agreegating consideration of Rs. 1,15,03,48,500/ Surplus of Rs.1,07,92,49,055 arising in respect of the said transfer has been shown as ''income from transfer of business'' under the head "Other Operating Revenue" in the statement of profit & loss and value of 1,15,03,485 equity shares received by the Company has been shown as Investment in shares under the head "Non Current Investment".

2). Security Deposits and Retention money deducted from contract receipt are subject to confirmation and adjustment, if any, on finalization of account.

3). Build, Operate & Transfer Projects (BOT Projects)

The Company obtained a contract on Build, Operate and Transfer (BOT) basis from the Madhya Pradesh State Industrial Development Corporation (MPSIDC) for execution of Dewas Water Supply project.

In terms of contract the ownership of the said property vests in the government immediately. Under the contract the Company is entitled to collect the water supply charge during the concession period of 32 years including the period of construction or reconstruction.

In earlier year the Company finished the construction and obtained the provisional certificate for commissioning and started operations. However the Company could not achieve the optimal capacity and was advised to complete the project to achieve the desired and specified results by MPSIDC as also to expand the capacity and to under take reconstruction and completion

Accordingly the Company has undertaken reconstruction and completion of the project so as to achieve the desired capacity as also increase the capacity for supply of water from BOT Project.

Having, regard to the accounting policies followed by the Company, the entire expenditure incurred thereon (net of revenue for supply of water) is shown as Build, Operate and Transfer project expenditure and would be amortized / written off based on the projected toll revenue for the balance toll period.

In the prior financial year(s) the Company had written off, operation and maintenance expenses including interest. However due to reconstruction and completion under taken, the Company has discontinued that practice from the year 2011-12.

4). CHANGE OF ACCOUNTING POLICIES OF AMORTIZATION :

Hitherto up to 31st March 2012 expenditure incurred on Build, Operate & Transfer projects, of Hoshanagabd – Harda – Khanadwa and Raisen Rahatgarh Road Project, was amortized / written off after reducing the "Cash Subsidy" received from Madhya Pradesh Rajya Setu Nirman Nigam Limited from the total BOT cost on the basis of projected toll revenue over the period of concession. Based on the legal opinion received by the Company the Company has changed the policy and the said BOT Expenditure is amortized / written off without deducting the Cash Subsidy received from Madhya Pradesh Rajya Setu Nirman Nigam Limited retrospectively,

Had there been no change in the method of amortization, the amount of amortization would have been lower by Rs. 42,20,29,603/- (including Rs. 5,96,44,959/-for the current year). Consequently Profit and reserves and surplus would have been higher to that extent.

5). The Company is operating in a single segment only during the year i.e. Civil Construction Contract.

6). Disclosure in accordance with Accounting Standard - 7 (Revised).

7). Disclosures relating to Employee Benefits – As per Revised AS-15:

During the year Company has recognized the following amount in the financial statements.

a). DEFINED CONTRIBUTION PLAN

Contribution to Defined Contribution Plan recognized as Expense for the year as under:

8). Transaction with related parties (as certified by the management)

A. Holding Companies:

- Welspun Corp Limited

- Welspun Infra-tech Limited

B. Subsidiary Companies:

- MSK Projects (Himmatnagar Bypass) Private Limited

- MSK Projects (Kim Mandvi Corridor) Private Limited

- Welspun BOT Projects Private Limited

- Anjar Road Private Limited

C. Integrated Joint Ventures:

- Bul MSK Infrastructure Private Limited

- Dewas Bhopal Corridor Private Limited

a. Associate Concern:

- Welspun Max Steel Limited

- Welspun Steel Limited

- Welspun India Limited

- Welspun Retails Limited

- Welspun Captive Power Generation Limited

- Rami Metal Limited

- Welspun Reality Private Limited

b. Key Management Personnel:

- Mr. B.K. Goenka- Chairman

- Mr. Sunil Shinde - Managing Director & CEO – (Resigned on 19-05-2012)

- Mr. Sandeep Garg - (Managing Director & CEO w.e.f. 16-07-2012)

- Mr. R.R. Mandawewala – Director

9). Based on the experts'' s opinion taken by the Company, Subsidy of Rs.82.87 Crores (P.Y. 82.87 Crores) received from Madhya Pradesh Rajya Setu Nirman Nigam Limited, against the Build, Operate & Transfer Project Expenditure is in the nature of promoter contribution and accordingly treated as Capital Reserve in the books of accounts of the Company.

10). Confirmations of certain parties for amounts due from them as per accounts of the company are not obtained. Amount due from customers include amounts due/with held on account of various claims. The claims will be verified and necessary adjustments, if any, shall be made in the year of settlement. Subject to this, company is confident of recovering the dues and accordingly they have been classified as "debt considered good" and therefore no provision is considered necessary, there against.

11). Under the Micro, Small and Medium Enterprise Development Act, 2006 ("MSMED Act") which came into force effective from 2nd October, 2006, certain disclosures relating to amounts due to micro, small and medium enterprises and remained unpaid after the appointed date etc. of principal and interest amounts are required to be made. The Company is in the process of compiling the relevant information. As the relevant information is not yet readily available and / or not given or confirmed by such enterprises, it is not possible to give required information in the accounts. However, in view of the management, the impact of interest, if any, which may subsequently become payable to such enterprise in accordance with the provisions of the Act, would not be material and the same, if any, would be disclosed in the year of payment of interest.

In the absence of the necessary information with the Company relating to the registration status of the suppliers under the Micro, Small and Medium Enterprises Development Act'' 2006, the information required under the said Act could not be compiled and disclosed.

12). In the opinion of the Directors, Current Assets, Loans and Advances have value at which they are stated in the Balance Sheet, if realized in the ordinary course of business. The provision for depreciation and for all known liabilities is adequate and not in excess of the amount reasonably necessary.

13). CIF Value of Import Rs. –Nil-

Rs. –Nil- 44). Expenditure in Foreign currency Rs. –Nil- Rs. –Nil- 45). Earning in Foreign Exchange Rs. –Nil- Rs. –Nil- 46) Remittance in Foreign Currency Rs. –Nil- Rs. –Nil- 47) The previous year figures are regrouped / rearranged / recast wherever considered necessary.

---

Mar 31, 2012

1. CONTINGENT LIABILITIES & COMMITMENTS:

I. Contingent Liabilities Rs in Lacs

As At As At 31-03-2012 31-03-2011

a. Claims against the Company / Disputed Liabilities not acknowledged as debts 380.88 38.58

b. Guarantee issued by the bankers on behalf of the Company 13580.34 17543.18

c. Guarantee given by the Company to the bankers for the facilities granted

1. Wholly owned subsidiaries 1131.78 1267.44

2. Joint Ventures 37231.88 38597.66

d. Letter of credit issued by the Company's Bank on behalf of the Company. 322.82 502.05

e. Income Tax demand disputed by the Company - 1045.79

2. In completed contract work under contract work in progress at the various sites is estimated by the management having regards unbilled work, out standing running bill and expected recovery there of.

3. Security Deposits deducted from contract receipt and mobilization advances received against contracts are subject to confirmation and adjustment, if any, on finalization of account.

4. BUILD, OPERATE & TRANSFER (BOT) PROJECTS:

i) The Company obtained a contract on Build, Operate and Transfer (BOT) basis from the Madhya Pradesh State Industrial Development Corporation (MPSI DC) for execution of Dewas Water Supply project.

In terms of contract the ownership of the said property vests in the government immediately. Under the contract the Company is entitled to collect the water supply charge during the concession period of 32 years including the period of construction or reconstruction.

In earlier year the Company finished the construction and obtained the provisional certificate for commissioning and started operations. However the Company could not achieve the optimal capacity and was advised to complete the project to achieve the desired and specified results by MPSIDC as also to expand the capacity and to undertake reconstruction and completion.

Accordingly the Company has undertaken reconstruction and completion of the project so as to achieve the desired capacity as also increase the capacity for supply of water from BOT Project.

Having, regard to the accounting policies followed by the Company, the entire expenditure incurred thereon on (net of revenue for supply of water) is shown as Build, Operate and Transfer project expenditure and would be amortized / written off based on the projected toll revenue.

In the prior financial year(s) the Company had written off, operation and maintenance expenses including interest. However due to reconstruction and completion under taken, the Company has discontinued that practice.

ii) The Company has obtained the contract on Build, Operate and Transfer (BOT) basis from the Punjab Infrastructure Development Board for execution of Jalandhar Bus Terminal project.

In terms of the contract the ownership of the said property vests in the government immediately. Under the contract the Company is entitled to collect Toll Charge and Rent on Shops during the concession period of 8 years 5 months and 2 days for Jalandhar Bus Terminal Project (including the period of construction).

The Company has completed construction of the said project in the earlier year. Having regard to the accounting policies followed by the Company the entire expenditure incurred is treated as BOT Project Expenditure and proportionate amount of Rs.241.38 Lacs (P.Y. Rs. 235.15 Lacs) has been written off during the year.

iii) The Company has obtained the contract on Build, Operate and Transfer (BOT) basis from the Punjab Infrastructure Development Board for execution of Ludhiana Bus Terminal Project.

In terms of the contract the ownership of the said property vests in the government immediately. Under the contract the Company is entitled to collect Toll Charge and Rent on Shops during the concession period of 10 years 3 months for Ludhiana Bus Terminal Project (including the period of construction).

The Company has completed construction of the said project in the earlier year. Having regard to the accounting policies followed by the Company the entire expenditure incurred is treated as BOT Project Expenditure and proportionate amount of Rs.179.22 Lacs (P.Y. Rs. 172.11 Lacs) has been written off during the year.

iv) The MSK Infrastructure & Toll Bridge Private Limited ('Transferor Company1) had obtained the contract on Build, Operate and Transfer (BOT) basis from Madhya Pradesh Road Development Authority for construction of Hoshangabad-Harda-Khandwa Road Project. In Terms of the Contract the Transferor Company was entitled to collect the toll during the concession period of 5440 days (Including the period of the construction). The Transferor Company was amalgamated with MSK Projects (India) Limited pursuant to scheme of amalgamation as approved by the Honorable High Court of Gujarat on 2nd November, 2006 with effect from 01.01.2005.

The Transferor Company had completed the construction of the above project and was put open to traffic during the earlier year.

The Cost of the said project and right to collect the toll charges is transferred to and vested in the Company as per the scheme of amalgamation.

Having, regard to the accounting policies followed by the Company the expenditure incurred thereon, is treated as BOT Project Expenditure and proportionate amount of Rs. 240.15 Lacs (P.Y. 241.09 Lacs) has been written off during the year after considering the Cash Subsidy received/receivable from Madhya Pradesh State Road Development Authority.

v) The MSK Highways Limited ("Transferor Company) had obtained the contract on Build, Operate and Transfer (BOT Basis) from Madhya Pradesh Road Development Authority for construction of Raisen-Rahatgarh. In Terms of the Contract the Transferor Company entitled to collect the toll during the concession period of 5440 days (Including the period of the construction). The Transferor Company was amalgamated with MSK Projects (India) Limited pursuant to scheme of amalgamation as approved by the Honorable High Court of Gujarat on 2nd November, 2006 with effectfrom 01.01.2005.

The Transferor Company had completed the construction of the above project and was put open to traffic during the earlier year.

The Cost of the said project and right to collect the toll charges is transferred to and vested in the Company as per the scheme of amalgamation.

Having, regard to the accounting policies followed by the Company the expenditure incurred thereon, is treated as BOT Project Expenditure and proportionate amount of Rs.173.53 Lacs (P.Y. 158.81 Lacs) has been written off during the year after considering the Cash Subsidy received/receivable from Madhya Pradesh State Road Development Authority.

5) The Company is operating in a single segment only during the year i.e. Civil Construction Contract.

In respect of the construction contracts, the Company follows the percentage of completion method for recognizing profit / loss but no provision is made for contingencies in respect of contract in progress, consistent with the practice of the Company. Accounting Standard (AS) 7 on "Accounting for Construction Contracts" issued by the institute of Chartered Accountant of India requires that an appropriate allowance be made for future unforeseen factors. In the opinion of the Company, such a provision is not required and has no financial effect.

6) Disclosures relating to Employee Benefits - As per Revised AS-15:

During the year Company has recognized the following amount in the financial statements

7) Transaction with related parties (as certified by the management)

A. Holding Companies:

Welspun Corp Limited Welspun Infratech Limited

B. Subsidiary Companies:

MSK Projects (Himmatnagar Bypass) Private Limited MSK Projects (Kim Mandvi Corridor) Private Limited Welspun BOT Projects Private Limited Anjar Road Private Limited

C. Integrated Joint Ventures:

BUL MSK Infrastructure Private Limited Dewas Bhopal Corridor Limited

a) Associate Concern:

Welspun Max Steel Limited

Welspun Steel Limited

Welspun India Limited

Remi Metal Limited

Welspun Retails Limited

Welspun Captive Power Generation Limited

Welspun Infra Projects Private Limited

b) Key Management Personnel:

B.K. Goenka - Chairman Sunil Shinde (Director)

8) Cash Subsidy of Rs.82.87 Crores (P.Y. 82.87 Crores) received from Madhya Pradesh Rajya Setu Nirman Nigam Limited, against the Build, Operate & Transfer Project Expenditure Cost, is not reduced from the relevant project cost but the same is shown as "Capital Reserve" in the Balance Sheet.

9) Confirmations of certain parties for amounts due from them as per accounts of the company are not obtained. Amount due from customers include amounts due/with held on account of various claims. The claims will be verified and necessary adjustments, if any, shall be made in the year of settlement. Subject to this, company is confident of recovering the dues and accordingly they have been classified as "debt considered good" and therefore no provision is considered necessary, there against.

10) Under the Micro, Small and Medium Enterprise Development Act, 2006 ("MSMED Act") which came into force effective from 2nd October, 2006, certain disclosures relating to amounts due to micro, small and medium enterprises and remained unpaid after the appointed date etc. of principal and interest amounts are required to be made. The Company is in the process of compiling the relevant information. As the relevant information is not yet readily available and / or not given or confirmed by such enterprises, it is not possible to give required information in the accounts. However, in view of the management, the impact of interest, if any, which may subsequently become payable to such enterprise in accordance with the provisions of the Act, would not be material and the same, if any, would be disclosed in the year of payment of interest.

In the absence of the necessary information with the Company relating to the registration status of the suppliers under the Micro, Small and Medium Enterprises Development Act1 2006, the information required under the said Act could not be compiled and disclosed.

11) In the opinion of the Directors, Current Assets, Loans and Advances have value at which they are stated in the Balance Sheet, if realized in the ordinary course of business. The provision for depreciation and for all known liabilities is adequate and not in excess of the amount reasonably necessary.

---

Mar 31, 2011

1. CONTINGENT LIABILITIES NOT PROVIDED FOR INRESPECT OF:

a. Guarantees issued by the Company's banker on behalf of the Company amounting to Rs.17543.18 Lacs (P.Y.Rs. 9733.75 Lacs)

b. Guarantee given by the Company to the bankers for the facilities granted to its wholly owned subsidiary companies MSK Projects (Himmatnagar Bypass) Private Limited & MSK Projects (Kim Mandvi Corridor) Private Limited. Amounting to Rs.1667 Lacs (P.Y. Rs. 1667 Lacs) Outstanding amount as on 31st March, 2011 Rs 1267.44 Lacs (Previous Year 1345.75 Lacs) and to integrated joint venture Dewas Bhopal Corridor Limited, amounting to Rs. 38500 Lacs (Previous year Rs. 34500 Lacs) Out standing amount as on 31st March 2011 Rs. 38597.66 Lacs ( P.Y Rs. 34831.35 Lacs)

c. Letter of credit issued by the Company's bank on behalf of the Company Rs.502.05 Lacs (P.Y.Rs. 1353.72 Lacs)

d. Income Tax Demand of Rs.1045.79 Lacs (PreviousYear Rs. 282.40 Lacs) disputed by the Company.

e. Civil suit filed against the Company Rs.38.58 Lacs (Previous year Rs. 23.46 Lacs)

2. Incomplete Contract work under Contract Work In Progress at the various sites is estimated by the management having regards to unbilled work, outstanding running bill and expected recovery thereof.

3. Security Deposits deducted from contract receipt and mobilization advances received against contracts are subject to confirmation and adjustment, if any, on finalization of account.

4. BUILD, OPERATE & TRANSFER (BOT) PROJECTS:

i. The Company has obtained the contract on Build, Operate and Transfer (BOT) basis from the Madhya Pradesh State Industrial Development Corporation for execution of Dewas Water Supply project.

In terms of the contract the ownership of the said property vests in the government immediately. Under the contract the Company is entitled to collect Water supply charge during the concession period of 32 years (including the period of construction).

The Company has completed construction of the said project inthe earlier year. Having regard to the accounting policies followed by the Company the entire expenditure incurred is treated as BOT Project Expenditure and proportionate amount of Rs.49.43Lacs (P.Y.Rs.388.36Lacs) has been written off during the year.

ii. The Company has obtained the contract on Build, Operate and Transfer (BOT) basis from the Punjab Infrastructure Development Board for execution of Jalandhar Bus Terminal project.

In terms of the contract the ownership of the said property vests in the government immediately. Under the contract the Company is entitled to collect Toll Charge and Rent on Shops during the concession period of 8 years 5 months and 2days for Jalandhar Bus Terminal Project (includingthe period of construction).

The Company has completed construction of the said project inthe earlier year. Having regard to the accounting policies followed by the Company the entire expenditure incurred is treated as BOT Project Expenditure and proportionate amount of Rs.235.15 Lacs (P.Y.Rs.320.35Lacs) has been written off during the year.

iii. The Company has obtained the contract on Build, Operate and Transfer (BOT) basis from the Punjab Infrastructure Development Board for execution of Ludhiana Bus Terminal Project.

In terms of the contract the ownership of the said property vests in the government immediately. Under the contract the Company is entitled to collect Toll Charge and Rent on Shops during the concession period of 10 years 3 months for Ludhiana Bus Terminal Project (including the period of construction).

The Company has completed construction of the said project inthe earlier year. Having regard to the accounting policies followed by the Company the entire expenditure incurred is treated as BOT Project Expenditure and proportionate amount of Rs.172.11 Lacs (P.Y.Rs.256.05 Lacs) has been written off during the year.

iv. The MSK Infrastructure & Toll Bridge Private Limited ('Transferor Company') had obtained the contract on Build,

Operate and Transfer (BOT) basis from Madhya Pradesh Road Development Authority for construction of Hoshangabad – Harda – Khandwa Road Project. In Terms of the Contract the Transfer or Company was entitled to collect the toll during the concession period of 5440 days (Including the period of the construction). The Transfer or Company was amalgamated with MSK Projects (India) Limited pursuant to scheme of a malgamation as approved by the Honorable HighCourt of Gujarat on 2nd November, 2006 with effect from 01.01.2005.

The Transferor Company had completed the construction of the above project and was put open to traffic during the earlier year.

The Cost of the said project and right to collect the toll charges is transferred to and vested in the Company as pertheschemeofamalgamation.

Having, regard to the accounting policies followed by the Company the expenditure incurred thereon, is treated as BOT Project Expenditure and proportionate amount of Rs. 241.09 Lacs (P.Y. 356.84 Lacs) has been written off during the yearafter considering the Cash Subsidy received/receivable from Madhya Pradesh State Road Development Authority.

v. The MSK Highways Limited ("Transferor Company) had obtained the contract on Build, Operate and Transfer

(BOT Basis) from Madhya Pradesh Road Development Authority for construction of Raisen–Rahatgarh. In Terms of the Contract the Transferor Company entitled to collect the toll during the concession period of 5440 days (Including the period of the construction).The Transferor Company was amalgamated with MSK Projects (India) Limited pursuant to scheme of amalgamation as approved by the Honorable High Court of Gujarat on 2ndNovember, 2006 with effectfrom 01.01.2005.

The Transferor Company had completed the construction of the above project and was put open to traffic duringtheearlier year.

The Cost of the said project and right to collect the toll charges is transferred to and vested in the Company as per the scheme of amalgamation.

Having, regard to the accounting policies followed by the Company the expenditure incurred thereon, is treated as BOT Project Expenditure and proportionate amount of Rs.158.81 Lacs (P.Y. 289.08 Lacs) has been written off during the yearafter considering the Cash Subsidy received/receivable from Madhya Pradesh State Road Development Authority.

5-A CHANGE OF POLICY OF AMORTISATION:

Hither to up to 31st March 2010 expenditure incurred on above i to v, Build, Operate & Transfer (BOT) Projects was amortized / written off over the period of concession. The Company has changed the policy and the said BOT expenditure is amortized/written off on the basis of projected toll revenue over the period of concession.

Had there been on change in the method of amortization the amount of the amortization for the year would have been higher by Rs.688.30 Lacs. Consequently loss for the year would have been higher and Reserves and Surplus would have been lower to that extent.

As the policy of amortization is changed prospectively no effect of changeup to 31st March 2010 is given to the accounts.

6. The Company is operating in a single segment only during the year i.e. Civil Construction Contract.

7. During the year, the Company has accounted for deferred tax in accordance with the Accounting Standard 22– " Accounting for Taxes on Income " issued by the Institute of Chartered Accountants of India.

In respect of the construction contracts, the Company follows the percentage of completion method for recognizing profit/loss but no provisionis made for contingencies in respect of contract in progress, consistent with the practice of the Company. Accounting Standard (AS) 7 on " Accounting for Construction Contracts" issued by the institute of Chartered Accountant of India requires that an appropriate allowance be made for future unfore seen factors. In the opinion of the Company, such a provision is not required and has no financial effect.

8. Disclosures relating to Employee Benefits – As per Revised AS-15:

During the year Company has recognized the following amount in the financial statements

9. Transaction with related parties(as certified by the management)

A. Holding Companies:

- Welspun Corp Limited

- Welspun Infratech Limited

B. Subsidiary Companies:

- MSK Projects (Himmatnagar Bypass) Private Limited

- MSK Projects (Kim Mandvi Corridor) Private Limited

- Welspun Energy Maharashtra Private Limited

C. Integrated JointVentures:

- Bul MSK Infrastructure Private Limited

- Dewas Bhopal Corridor Limited

D. Associate Concern:

- Welspun Maxsteel Limited

- Welspun Steel Limited

- Welspun India Limited

- Welspun Retail Limited

- Welspun Captive Power Generation Limited

E. KeyManagementPersonnel:

- B.K. Goenka- Chairman

- R.R. Mandawewala

- M.L. Mittal

- Asim Chakraborthy

- Ashok M Khurana -Director

10. Cash Subsidy of Rs.82.87 Crores (P.Y. 82.87 Crores) received from Madhya Pradesh Rajya Setu Nirman Nigam Limited, against the Build, Operate & Transfer Project Expenditure Cost, is not reduced from the relevant project cost but the same is shown as " Capital Reserve " in the Balance Sheet.

11. Confirmations ofcertain parties for amounts due from them as per accounts ofthe company are not obtained. Amount due from customers include amounts due/with held on account of various claims.The claims will be verified and necessary adjustments, ifany, shall be made in the yearof settlement. Subject to this, company is confident of recovering the dues and accordingly they have been classified as "debt considered good" and therefore no provision is considered necessary, there against.

12. Under the Micro, Small and Medium Enterprise DevelopmentAct, 2006 (" MSMED Act ")which came into force effective from 2nd October, 2006, certain disclosures relating to amounts due to micro, small and medium enterprises and remained unpaid after the appointed date etc. of principal and interest amounts are required to be made.The Company is in the process of compiling the relevant information. As the relevant information is not yet readily available and / or not given or confirmed by such enterprises, it is not possible to give required information in the accounts. However, in view of the management, the impact of interest, if any, which may subsequently become payable to such enterprise in accordance with the provisions of the Act, would not be material and the same,ifany, would be disclosed in the year of payment of interest.

In the absence of the necessary information with the Company relating to the registration status of the suppliers under the Micro, Small and Medium Enterprises Development Act' 2006, the information required under the said Act could not be compiled and disclosed.

13. In the opinion of the Directors, Current Assets, Loans and Advances have value at which they are stated in the Balance Sheet, if realized in the ordinary course of business.The provision for depreciation and for all known liabilities is adequate and not in excess of the amount reasonably necessary.

14. Previous year's figures have been regrouped, rearranged and reclassified wherever necessary.

15. Additional information as required by Para 3,4 and 4-Ato4-Dof Part – II of Schedule VI to the Companies Act, 1956.

a. TURNOVER

1. Civil Work/Supply Rs. 2,08,05,55,984 (Rs 3,99,22,98,353)

2. Toll Collection Rs. 27,86,67,496 (Rs.29,84,90,230)

---

Mar 31, 2010

1) CONTINGENT LIABILITIES MOT PROVIDED FOR IN RESPECT OF:

a) Guarantees issued by the Companys banker on behalf of the Company amounting to Rs.9733.75Lacs (P. Y. Rs. 10650.64 Lacs)

b) Guarantee given by the Company to the bankers for the facilities granted to its wholly owned subsidiary companies MSK PROJECTS (HIMMATNAGAR BYPASS) PRIVATE LIMITED & MSK PROJECTS (KIM MANDVI CORRIDOR) PRIVATE LIMITED, amounting to Rs. 1667 Lacs (P.Y. Rs. 1567 Lacs) Outstanding amount as on 31st March, 2010 Rs 1345.75 Lacs (Previous Year 1086.70 Lacs) and to integrated joint venture Dewas Bhopal Corridor Limited, amounting to Rs. 34500 Lacs (Previous year Rs. 34500 Lacs) Out standing amount as on 31st March 2010 Rs.34831.35 Lacs (P.Y Rs. 25514.75 Lacs)

c) Letter of credit issued by the Companys bank on behalf of the Company Rs.1353.72 Lacs (P.Y.Rs. 837.05 Lacs)

d) Income Tax Demand of Rs.282.40 Lacs (Previous Year Rs. 155.41 Lacs) disputed by the company.

e) Civil suit filed against the Company Rs. 23.46 Lacs

2) Incomplete Contract work under Contract Work In Progress at the various sites is estimated by the management having regards to unbilled work, outstanding running bill and expected recovery thereof.

4) Security Deposits deducted from contract receipt and mobilization advances received against contracts are subject to confirmation and adjustment, if any, on finalization of account.

3) The Company has obtained the contract on Build, Operate and Transfer (BOT) basis from the Madhya Pradesh State Industrial Development Corporation for execution of Dewas Water Supply project.

In terms of the contract the ownership of the said property vests in the government immediately. Under the contract the Company is entitled to collect Water supply charge during the concession period of 32 years (including the period of construction).

The Company has completed construction of the said project in the earlier year. Having regard to the accounting policies followed by the Company the entire expenditure incurred is treated as BOT Project Expenditure and proportionate amount of Rs.388.36 Lacs (P.Y. Rs. 177.20 Lacs) has been written off during the year.

4) The Company has obtained the contract on Build, Operate and Transfer (BOT) basis from the Punjab Infrastructure Development Board for execution of Jalandhar Bus Terminal project.

In terms of the contract the ownership of the said property vests in the government immediately. Under the contract the Company is entitled to collect Toll Charge and Rent on Shops during the concession period of 8 years 5 months and 2 daysforJalandhar Bus Terminal Project (including the period of construction).

The Company has completed construction of the said project in the earlier year. Having regard to the accounting policies followed by the Company the entire expenditure incurred is treated as BOT Project Expenditure and proportionate amount of Rs.320.35 Lacs (P.Y. Rs. 320.35 Lacs) has been written off during the year.

5) The Company has obtained the contract on Build, Operate and Transfer (BOT) basis from the Punjab Infrastructure Development Board for execution of Ludhiana BusTerminal Project.

In terms of the contract the ownership of the said property vests in the government immediately. Under the contract the Company is entitled to collect Toll Charge and Rent on Shops during the concession period of 10 years 3 monthsforLudhiana BusTerminal Project(includingthe period ofconstruction).

The Company has completed construction of the said project in the earlier year. Having regard to the accounting policies followed by the Company the entire expenditure incurred is treated as BOT Project Expenditure and proportionate amount of Rs.256.05 Lacs (P.Y. Rs. 256.05 Lacs) has been written off during the year.

6) MSK Infrastructure & Toll Bridge Private Limited (Transferor Company) had obtained the contract on Build, Operate and Transfer (BOT) basis from Madhya Pradesh Road Development Authority for construction of Hoshangabad-Harda-Khandwa Road Project. In Terms of the Contract the Transferor Company was entitled to collectthetoll during the concession period of5440days (Including the periodofthe construction). The Transferor Company was amalgamated with MSK Projects (India) Limited pursuant to scheme of amalgamation as approved bythe Honorable High Court of Gujaraton 2nd November, 2006 with effectfrom 01.01.2005.

The Transferor Company had completed the construction of the above project and was put open to traffic during the earlieryear.

The Cost of the said project and right to collect the toll charges is transferred to and vested in the Company as per the scheme of amalgamation.

Having, regard to the accounting policies followed by the Company the expenditure incurred thereon, is treated as BOT Project Expenditure and proportionate amount of Rs. 356.84 Lacs (P.Y. 355.84 Lacs) has been written off during the year after considering the Cash Subsidy received/receivable from Madhya Pradesh State Road Development Authority.

7)MSK Highways Limited ("Transferor Company) had obtained the contract on Build, Operate and Transfer (BOT Basis) from Madhya Pradesh Road Development Authority for construction of Raisen-Rahatgarh. In Terms of the Contract the Transferor Company entitled to collect the toll during the concession period of 5440 days (Including the period of the construction). The Transferor Company was amalgamated with MSK Projects (India) Limited pursuant to scheme of amalgamation as approved by the Honorable High Court of Gujarat on 2nd November, 2006 with effectfrom 01.01.2005.

The Transferor Company had completed the construction of the above project and was put open to traffic during theearlieryear.

The Cost ofthe said project and right to collect the toll charges is transferred to and vested in the Company as per the scheme of amalgamation.

Having, regard to the accounting policies followed by the Company the expenditure incurred thereon, is treated as BOT Project Expenditure and proportionate amount of Rs.289.08 Lacs (P.Y. 281.01 Lacs) has been written off during the year after considering the Cash Subsidy received/receivable from Madhya Pradesh State Road Development Authority.

8) The Company is operating in a single segment only during the year i.e. Civil Construction Contract.

9) Disclosures relating to Employee Benefits - As per Revised AS-15:

During the year Company has recognized the following amountinthe financial statements

10) Transaction with related parties (as certified by the management)

A. Subsidiary Companies:

- Super Infrastructure & Toll Bridge Private Limited

- MSK Projects (Himmatnagar Bypass) Private Limited

- MSK Projects (Kirn Mandvi Corridor) Private Limited

B. Integrated Joint Ventures:

- Bui MSK Infrastructure Private Limited

- Dewas Bhopal Corridor Limited

C. Associate Concern:

- ManshaTextiles Private Limited

D. Key Management Personnel:

- Ashok M Khurana-Chairman

- AmitA Khurana-Managing Director

- ManjuA Khurana-Director

- C. Mohanan-Director

E. Relativeto Key Management

- Rashika AKhurana

- BindiyaAKhurana

- NeelakshiAKhurana

11) Cash Subsidy of Rs.82.87 Crores (P.Y. 83.80 Crores) received from Madhya Pradesh Rajya Setu Nirman Nigam Limited, against the B.O.T. Project cost, is not reduced from the relevant project cost but the same is shown as "Capital Reserve" in the Balance Sheet.

12) Confirmations of certain parties for amounts due from them as per accounts of the company are not obtained. Amount due from customers include amounts due/with held on account of various claims. The claims will be verified and necessary adjustments, if any, shall be made in the year of settlement. Subject to this, company is confident of recovering the dues and accordingly they have been classified as "debt considered good" and therefore no provision is consider necessary, there against.

13) Under the Micro, Small and Medium Enterprise Development Act, 2006 ("MSMEDAct") which came into force effective from 2nd October, 2006, certain disclosures relating to amounts due to micro, small and medium enterprises and remained unpaid after the appointed date etc. of principal and interest amounts are required to be made. The Company is in the process of compiling the relevant information. As the relevant information is not yet readily available and / or not given or confirmed by such enterprises, it is not possible to give required information in the accounts. However, in view of the management, the impact of interest, if any, which may subsequently become payable to such enterprise in accordance with the provisions of the Act, would not be material and the same, ifany, would be disclosed intheyearof paymentofinterest.

In the absence of the necessary information with the Company relating to the registration status of the suppliers under the Micro, Small and Medium Enterprises Development Act 2006, the information required under the said Act could not be compiled and disclosed.

14) In the opinion of the Directors, Current Assets, Loans and Advances have value at which they are stated in the Balance Sheet, if realized in the ordinary course of business. The provision for depreciation and for all known liabilities is adequate and not in excess of the amount reasonably necessary.

15) Previous years figures have been regrouped, rearranged and reclassified wherever necessary.