Directors Report of Welspun Living Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 40^th Annual Report of your Company along with the Audited
Financial Statements for the financial year ended March 31, 2025.

1. Financial highlights:

Particulars	Consolidated		Standalone
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations (Net)	10,545.09	9,679.24	8,622.45	8,084.83
Other Income	152.15	145.83	149.80	151.89
Total Revenue	10,697.24	9,825.07	8,772.25	8,236.72
EBITDA	1,450.65	1,514.74	1,056.75	1,163.97
EBITDA Margins (%)	13.56%	15.42%	12.05%	14.13%
Finance Cost	217.47	153.41	128.51	90.00
Depreciation and amortization	373.39	394.49	277.23	294.50
Profit before exceptional items and tax and share of net profit of Associates	859.79	966.95	651.01	779.47
Share of net profit of Associates	0.39	0.11	0	0
Profit before tax	860.18	966.95	651.01	779.47
Tax Expense	216.16	294.21	144.13	183.53
Profit after taxation	644.02	672.74	506.88	595.94
Earnings per share (Nominal value per share Re. 1)
Basic	6.70	7.06	5.31	6.18
Diluted	6.68	7.06	5.30	6.18

2. Performance and Outlook:

Your Company''s total revenue has seen increase
by 8.88% on consolidated basis and 6.50% on
standalone basis. Your Company''s EBITDA has
decreased by 4.21% on consolidated level and 9.21%
on standalone basis. This has resulted in decrease
in EBITDA margin of 1.86% on consolidated basis
and 2.08% on standalone basis. Profit before Tax
has decreased by 11.41% on consolidated basis
and 16.48% on standalone basis. Profit After Tax
has decreased by 4.27% on consolidated basis and
14.94% on standalone basis.

3. Dividend:

i. Dividend Distribution Policy:

The Board of Directors approved Dividend
Distribution Policy of the Company, as required
under Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015 ("SEBI Regulations 2015”). The Dividend
Distribution Policy provides that the Board will
endeavor to achieve distribution of 25% of Profit
for a financial year, on consolidated basis, with
equity shareholders. The Policy is available on
your Company''s website and the web link thereto
is as given below.

www.welspunliving.com under the tab Investors
Policies -> Dividend Distribution Policy
https://www.welspunliving.com/uploads/investor_
data/investorreport_8764.pdf

ii. Dividend for Financial Year 2024-25:

The Board has recommended dividend of I 1.70
per equity share for the Financial Year ("FY")
2024-25 amounting to I 163.06 Crore (subject to
shareholders'' approval). Cash outflow of I 163.06
Crore amounts to 25.32% of consolidated PAT.

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

Financial Year	Total Dividend (%)	Cash Outflow
2024-25	170%	163.06
2023-24	10%	4.80
2022-23	10%	9.88

During the year ended March 31, 2025, your
Company has transferred dividend of ? 31,48,323
remaining unclaimed for the financial year 2016¬
17 to the Investor Education and Protection Fund.
Details of unclaimed dividend is available on the
website of your Company at weblink given below.

www.welspunliving.com under the tab Investors
Unclaimed Dividend & IEPF

4. Scheme of amalgamation:

During the year FY2024-25, Welspun Advanced
Materials (India) Limited ("WAMIL"), a wholly
owned subsidiary of the Company filed a petition
seeking approval of National Company Law
Tribunal, Hyderabad Bench ("NCLT Hyderabad
bench”) for the scheme of amalgamation of
Welspun Home Solutions Limited ("WHSL"), a step
down subsidiary of Company with WAMIL and their
respective shareholders with Appointed Date of
April 1, 2024. Based on the jurisdiction, WHSL
also filed the aforesaid scheme with the National
Company Law Tribunal, Ahmedabad Bench ("NCLT
Ahmedabad bench”) seeking their approval for
the scheme.

NCLT Ahmedabad bench approved the Scheme
vide its order dated April 25, 2025. NCLT
Hyderabad bench approved the Scheme vide its
order dated May 08, 2025. The Scheme becomes
effective from the date of the order of NCLT
Hyderabad bench.

5. Subsidiaries:

Changes in the subsidiaries'' status during the year
is given below:

i. As a result of the aforesaid scheme of amalgamation,
Welspun Home Solutions Limited, a wholly owned
subsidiary of the Company stood dissolved without
winding up. Further, as envisaged in the scheme,
name of WAMIL has been changed as "Welspun
Home Solutions Limited”.

ii. The Company divested its entire 48% equity stake
in Welassure, comprising 4,800 equity shares.

iii. During the year, Welspun USA Inc., a step down
subsidiary of the Company promoted Christy Home
Inc. ("CHI”) and subscribed to 100% ordinary share
capital of CHI. The main object of CHI is to trade in
Home Textiles products of Christy brand in USA.

iv. The Company in the previous year had undertaken
an exercise to streamline subsidiary structure by
reducing the number of entities (direct and indirect
subsidiaries of the Company) by elimination of
non-operational entities. As a part of the same
exercise, Christy Lifestyle LLC, USA and TILT
Innovations Inc, step down subsidiaries of the
Company were dissolved.

A report on the performance and financial position
of each of the subsidiary companies of your
Company is included in the consolidated financial
statement presented in Form AOC-1 attached as
Annexure - 1 to this Report. Financial statements
of subsidiary companies of your Company is
hosted on your Company''s website at https://www.
welspunlivinq.com/investor-corner.

Your Company''s policy on Material Subsidiary
as approved by the Board is hosted on your
Company''s website and the web link thereto is as
given below.

www.welspunliving.com under the tab Investors
Polices

6. Auditors and Auditors'' Report:

Appointments of Statutory Auditor, Cost Auditor,
Secretarial Auditor and Internal Auditor are
recommended by the Audit Committee and
approved by the Board. Statutory Auditor and
Internal auditor meet the Audit Committee in
absence of any member of the management at
least twice a year.

i. Statutory Auditor:

Members of the Company appointed S R B C &
CO LLP as statutory auditors for its 2^nd term of
five years commencing from expiry of 37^th Annual
General Meeting held on September 12, 2022 and
end on conclusion of 42^nd Annual General Meeting
that may be held in the year 2027.

The Auditors are holding a valid certificate issued
by the Peer Review Board of the Institute of
Chartered Accountants of India.

The Auditors'' observation read with Notes to
Accounts for FY 2024-25 are self-explanatory and
therefore do not call for any comment.

Total fees for all services paid by the Company
and its subsidiaries, on a consolidated basis, to the
statutory auditors and all entities in the network
firm/network entity of which the statutory auditors
is a part during the financial year under Report is
I 4.39 Crore.

ii. Cost Auditors:

As per Section 148 and other applicable provisions,
if any, of the Act read with Companies (Audit and
Auditors) Rules, 2014, the Board of Directors
of your Company has reappointed M/s. Kiran
J. Mehta & Co., Cost Accountants as the Cost
Auditors of your Company for FY 2025-26 on the
recommendations made by the Audit Committee.

Members are requested to ratify their remuneration
by passing an ordinary resolution in the forthcoming
Annual General Meeting.

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

iii. Secretarial Auditor:

The Secretarial Audit Report for FY 2024-25 is
attached herewith as Annexure - 2 to this Report.
As per Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015,
the Secretarial Audit Report for FY 2024-25 of
Welspun Global Brands Limited, material unlisted
Subsidiary is also attached under Annexure - 2.

Pursuant to the provisions of Section 204 of
the Act read with the Rule 9 of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and the amended
Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Audit Committee and the Board of Directors have
approved and recommended the appointment of
JMJA & Associates LLP, a Peer reviewed firm of
Company Secretaries (ICSI Firm Registration No.

L2016MH9200), as the Secretarial Auditor of your
Company commencing the Financial Year 2025¬
26 till the Financial Year 2029-30 for approval
members at ensuing Annual General Meeting. Brief
profile of JMJA & Associates LLP, are separately
disclosed in the Notice of ensuing AGM.

JMJA & Associates LLP has given their consent
to act as Secretarial Auditors of the Company
and confirmed that their aforesaid appointment
(if made) would be within the prescribed limits
under the Act & Rules made thereunder and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. They have also confirmed
that they are not disqualified to be appointed
as Secretarial Auditors in terms of provisions
of the Act & Rules made thereunder and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

7. Disclosure of Shares held in suspense account:

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year		Number of shareholders who approached issuer for transfer of shares from suspense account during the year		Number of shareholders to whom shares were transferred from suspense account during the year		Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year		Remarks
No of Holders	No of Shares	No of Holders	No of Shares	No of Holders	No of Shares	No of Holders	No of Shares
148320	309	36660	57	36590	56	1,11,730	253	20540 shares and 47 Records transferred to IEPF on 29.1 1.2024.

8. Listing with the Stock Exchanges:

Your Company''s equity shares are listed on
National Stock Exchange of India Limited (NSE)
and BSE Limited (BSE). Annual listing fees for the
FY 2024-25 have been paid to NSE and BSE. There
are no unsecured Commercial Papers outstanding
as at March 31, 2025.

9. Finance:

i. Credit Rating:

During the year, CARE Ratings Limited (''CARE'') has
reaffirmed your Company''s long term credit rating
as ''AA'' while revising the outlook from ''stable'' to
''positive''. CARE reaffirmed Short term credit rating
as ''A1 ''.

ii. Deposits:

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

10. Board of Directors:

The Board of Directors has made changes in
the composition of the Board of Directors of the

Company. The Board appointed Ms. Naiyya Saggi
and Dr. Ritu Anand as independent directors of
the Company. The shareholders of the Company
approved Ms. Naiyya Saggi''s appointment pursuant
to resolution passed by postal ballot on July 21,
2024 and Dr. Ritu Anand''s appointment at the Annual
General Meeting held on September 26, 2024.

Mr. Pradeep Poddar, holding Director Identification
Number 00025199 retired on completion of his
2^nd term as Non-Executive Independent Director
of the Company from the close of business hours
of September 14, 2024. Ms. Anisha Motwani,
holding Director Identification Number 06943493,
resigned from the position of Non-Executive
Independent Director from the close of business
hours of August 12, 2024, to avoid a potential
conflict of interest. The Board thanks both of them
for their valuable contribution.

Your Company''s Board comprises mix of executive
and non-executive directors with considerable
experience and expertise across a range of
fields such as finance, accounts, marketing,
brand building, general management and
strategy. Except the independent directors and
Mr. Balkrishan Goenka, all other directors are liable
to retire by rotation as per the provisions of the
Act. Although Mr. Goenka is not liable to retire by

rotation, his appointment is subject to approval as
may be required under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
from time to time. It is confirmed that, except for
Mr. Balkrishan Goenka and Ms. Dipali Goenka who
are husband and wife, there is no relationship
between the directors inter-se. The details of the
directors, their meetings held during the year and
the extracts of the Nomination and Remuneration
Policy has been given in the Corporate Governance
Report, which forms part of this Report.

i. Changes in Directors and Key Managerial
Personnel:

The changes in Board of Directors and Key
Managerial Personnel as given below:

(i) Cessation of Ms. Anisha Motwani, holding
Director Identification Number 06943493, as
Non-Executive Independent Director, from the
close of business hours of August 12, 2024.

(ii) Retirement of Mr. Pradeep Poddar, holding
Director Identification Number 00025199, as
Non-Executive Independent Director, from the
close of business hours of September 14, 2024.

(iii) Appointment of Ms. Naiyya Saggi, holding
Director Identification Number 06755099,
as Non-Executive Independent Director, with
effect from April 25, 2024.

(iv) Appointment of Dr. Ritu Anand, holding
Director Identification Number 00363699,
as Non-Executive Independent Director, with
effect from September 03, 2024.

In accordance with the provisions of Section
152 of the Act and the Articles of Association of
your Company, Mr. Altaf Jiwani (holding Director
Identification Number DIN 05166241) is retiring by
rotation at the forthcoming Annual General Meeting
and being eligible, has been recommended for his
re-appointment.

Details about director being appointed or re¬
appointed are given in the Notice of the forthcoming
Annual General Meeting.

ii. Declaration by an Independent Director(s):

Your Company has received declarations from all
the independent directors as per the provisions
of Section 149(7) of the Act confirming that they
meet the criteria of independence as prescribed
under the provisions of Section 149(6) of the Act
and that there is no change in the circumstances
as on the date of this Report which may affect their
respective status as an independent director.
Your Board confirms that in its opinion the
independent directors fulfill the conditions
prescribed under the SEBI (LODR), 2015 and
they are independent of the management. All
the independent directors on the Board of the
Company are registered with the Indian Institute
of Corporate Affairs ("IICA"), Manesar, Gurgaon as
notified by the Central Government under Section
150(1) of the Companies Act, 2013.

Test of independence based on criteria given in
SEC (USA) Rule 4200:

Key Independence Criteria	Murali Sivaraman	Pradeep Poddar	Anisha Motwani	Sunil Duggal
The director must not have been employed by the Company in an executive capacity within the last five years.	V	V	V	V
The director must not accept or have a "Family Member who accepts any payments from the company or any parent or subsidiary of the company in excess of $60,000 during the current fiscal year", other than those permitted by SEC Rule 4200 Definitions, including i) payments arising solely from investments in the Company''s securities; or ii) payments under non¬ discretionary charitable contribution matching programs. Payments that do not meet these two criteria are disallowed.	V	V	V	V
The director must not be a "Family Member of an individual who is, or during the past three years was employed by the Company or by any parent or subsidiary of the Company as an executive officer".	V	V	V	V
The director must not be (and must not be affiliated with a company that is) an adviser or consultant to the Company or a member of the Company''s senior management.	V	V	V	V
The director must not be affiliated with a significant customer or supplier of the Company.	V	V	V	V
The director must have no personal services contract(s) with the Company or a member of the Company''s senior management.	V	V	V	V
The director must not be affiliated with a not-for-profit entity that receives significant contributions from the Company.	V	V	V	V
The director must not have been a partner or employee of the Company''s outside auditor during the past three years.	V	V	V	V
The director must not have any other conflict of interest that the board itself determines to mean they cannot be considered independent	V	V	V	V

iii. Directors'' Evaluation:

Background:

Nomination and Remuneration Committee has laid
down the criteria for evaluation of performance of
the Board, its committees and the directors.

In compliance with Sections 134, 178 of, and
Paras II, V and VIII of Schedule IV to, the Act and
Regulation 17 of Para A of Part D of Schedule II to
SEBI Regulations 2015, the Board of Directors, as
per the process recommended by the Nomination
and Remuneration Committee, has evaluated the
effectiveness of the Board, its Committees and
Directors. The evaluation process invited graded
responses to a structured questionnaire, which
was largely in line with the SEBI Guidance Note on
Board Evaluation, for each aspect of the evaluation.
All the results were satisfactory.

Mode of evaluation:

Board assessment is conducted through a
structured questionnaire. Each question requires
response on a scale of 0 to 3 with 3 being the best.
The Company has a digital platform developed
in-house to facilitate confidential responses
to a structured questionnaire. All the directors
participated in the evaluation process.

Further, a meeting of independent directors was
conducted to review the performance of the Board
as a whole and that of non-independent directors.

Results:

The evaluation results were discussed at the
Meeting of Board of Directors, Committees and the
Independent Directors meeting. The Directors were
satisfied with the overall corporate governance
standards, Board performance and effectiveness.

Key parameters
Board of	• Board structure and composition
Directors	• Board meeting practices (agenda, frequency, duration)
• Functions of the Board (Strategic direction etc.)
• Quantity, quality & timeliness of information
• Board culture and effectiveness
• Functioning of Board Committees
• Director induction and development programs
Board	• Composition, roles & responsibilities
Committee	and effectiveness of the committee
• Meeting structure and information flow
• Contributions to Board decisions

Independent directors	•	Independence from company (no conflict of interest)
	•	Independent views and judgement
	•	Objective contribution to the Board deliberations
Chairperson	•	Promote effective decision-making
	•	Encourage high quality of constructive debate
	•	Open-minded and listening to the members
	•	Effectively dealing with dissent and work constructively towards consensus
	•	Shareholders'' interest supreme while taking decisions
Executive	•	Relevant expertise and commitment
Directors	•	Performance vis-a-vis business budget, peers
	•	Dealing with challenges
	•	Developing leaders

Board of Directors
Parameters with high evaluation scores:	Key focus areas:
• The size and	• Effectiveness in
composition of the	formulating Succession
Board is appropriate.	plan which is monitored
• Board facilitates the independent directors to perform their role effectively as a member of the Board and also a member of	and reviewed regularly. [Action plan: This is in progress.] • Monitoring and reviewing of Board evaluation framework.
any committee.	[Action plan: The framework will be reviewed during the
• The Board has defined mandates
of committees and it effectively oversees their functioning.	year.]
• Effective in developing
a corporate governance structure that allows and encourages the Board to fulfill its responsibilities.
• The Board regularly follows up on its
decisions to ensure that action is taken on all of its decisions.

Board Committees
Parameters with high evaluation scores:	Key focus areas:
• Size, composition and diversity of each Committee.	• Well informed recommendations to the Board while processing proposals of KMPs and senior management. [Action: This process will be reviewed to achieve enhanced effectiveness.]
• Review and monitoring of whistleblower policy and vigilance mechanism	• Reporting of ESG matters to the Board.
• Performance monitoring of subsidiaries.
• Effective control on appointment of auditors.

iv. Induction and familiarization of Director(s):

Your company provides a comprehensive induction
program for board members to help them gain
a deep understanding of its operations. This
program is designed to enhance their ability to
contribute effectively in their roles. Upon joining,
new directors engage with senior management
and gain hands-on experience with the company''s
functions and manufacturing facilities. Additionally,
senior management regularly updates the board on
their areas, discussing strategic goals, challenges,
and seeking the board''s guidance.

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

The policy on Company''s familiarization
programme for Independent Directors is hosted
on your Company''s website and a web link thereto
is as given below:

www.welspunliving.com under the tab Investors
Policies

v. Committees of the Board of Directors:

Information on the Audit Committee, the
Nomination and Remuneration Committee, ESG &
CSR Committee, the Stakeholders'' Relationship,
Share Transfer and Investor Grievance Committee,
Risk Management Committee and meeting of
those committees held during the year is given in
the Corporate Governance Report forming part of
this Report.

11. Employee Stock Option Plan
("ESOP"):

It is hereby confirmed that there is no material
change in Welspun Living Employee Benefit
Scheme - 2022. Details pertaining to the Scheme
are available on your Company''s website at link
given below:

www.welspunliving.com

It is hereby confirmed that there is no material
change in Welspun Living Employee Benefit
Scheme - 2022 ("ESOP 2022”). During the year,
your Company granted 45,00,000 employee stock
options. The details of Stock Options granted
under ESOP 2022 and the other disclosures in
compliance with the provisions of Regulation 14
read with Part F of Schedule I of the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021,
are available on your Company''s website at link
given below.

www.welspunliving.com

Accounting treatment of stock options is given in
Note No. 45 in the standalone financial statements.

A certificate from the Secretarial Auditors of your
Company viz. JMJA & Associates LLP, Company
Secretaries with respect to implementation of
Welspun Living Employee Benefit Scheme - 2022
will be available at the ensuing AGM for inspection
by the Members.

12. Loans, Guarantees and Investments:

In terms of the provisions of Section 186 of the Act
read with the Companies (Meetings of the Board
and its Powers) Rules, 2014, disclosures relating
to loans, guarantees and investments as on March
31, 2025 are given in the Notes nos. 6(a), 6(b), 29
and 32 to the standalone Financial Statements
forming part of this Annual Report.

13.Particulars of contracts or
arrangements with related parties:

All related party transactions that were entered
into during the year under report were on an
arm''s length basis and were in the ordinary
course of business, to serve mutual needs and
mutual interest. Except for contract with WGBL,
subsidiary of your Company, there were no
materially significant related party transactions
made by your Company. The Audit Committee has
given its omnibus approval which is valid for one
financial year. Your Company''s policy on Related
Party Transactions as approved by the Board is
hosted on your Company''s website and a web link
thereto is as given below:

www.welspunliving.com under the tab Investors
Policies

Disclosures as required under the Act are given in
Form AOC-2 as Annexure - 3 to this Report.

The details of the related party transactions as
required under IND-AS 24 are set out in Note No.
29 to the Standalone financial statements forming
part of this Report.

14.Details of Remuneration to Directors
and Key Managerial Personnel:

i. Details as required pursuant to Rule 5(1) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are
given below:

(a) the ratio of the remuneration of each executive director and key managerial personnel to the median
remuneration of the employees of your Company for FY 2024-25 is as given below:

Name and Designation	The percentage increase in remuneration	The ratio of the remuneration to the median remuneration of the employees (No. of times)
Mr. Rajesh Mandawewala Executive Vice Chairman	33%	176
Ms. Dipali Goenka Managing Director & CEO	2%	168
Mr. Altaf Jiwani Wholetime Director	18%	216
Mr. Sanjay Gupta Chief Financial Officer	7%	106
Mr. Shashikant Thorat Company Secretary	4%	26

(b) The percentage increase in the median
remuneration of employees in FY 2024-25
was 5.41%.

(c) Your Company had 21,084 permanent
employees on its payroll as on March
31, 2025.

(d) Average percentage increase in the
salaries of employees other than the
managerial personnel in FY 2024-25 was
9.60%.

The key parameters for any variable component
of remuneration availed by the directors are as
per the Nomination and Remuneration Policy.
We affirm that the remuneration is as per
the Nomination and Remuneration Policy of
your Company.

ii. Details of the employees of your Company
as required pursuant to Rule 5(2) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is
provided in a separate annexure forming
part of this report. In terms of proviso to
Section 136(1) of the Act, the Report and
Accounts are being sent to the Shareholders,

excluding the aforesaid Annexure.
The said Statement is also open for inspection.
Any member interested in obtaining a copy of
the same may write to the Company Secretary
at [email protected].
None of the employees listed in the said
Annexure are related to any of the Directors
of the Company.

iii. Ms. Dipali Goenka, Managing Director &
CEO, who is receiving remuneration and
commission from your Company, receives
I 4.40 Crore as remuneration (including
variable pay) and commission of 2% of profits
also from WGBL, a subsidiary of your Company.

iv. Details of managerial remuneration and
payments to other directors is given in the
Annual Return.

15. Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of
the Companies Act, 2013 read with Rule 12(1) of
the Companies (Management and Administration)
Rules, 2014, a copy of the annual return is placed
on the website of the Company and can be
accessed at www.welspunliving.com under the tab

Investors -> Shareholders Information -> Annual
Return FY 24-25.

16. Business Responsibility and
Sustainability Report (BRSR):

The Company is pleased to present its 4^th Business
Responsibility and Sustainability Report for the
financial year 2024-25 which is a part of this
Annual Report.

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

The information on conservation of energy,
technology absorption and foreign exchange
earnings and outgo required to be disclosed
pursuant to Section 134(3)(m) of the Act read with
Companies (Accounts) Rules, 2014 is attached as
Annexure - 4 to this Report.

18. Corporate Social Responsibility
(CSR):

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

The CSR Policy of your Company as approved
by the Board of Directors, is hosted on your
Company''s website and a web link thereto is as
given below: www.welspunliving.com under the
tab Investors Policies.

The initiatives undertaken by your Company during
FY 2024-25 in CSR have been detailed in this
Report. Disclosures as required under Rule 9 of
the Companies (Corporate Social Responsibility)
Rules, 2014 are given in Annexure - 5 to this Report.

The Company''s CSR programs are linked with
the Sustainable Development agenda adopted
by the UN; clearly defined activities and goals -
ongoing/ long-term; provisions related to excess
contribution & set-off, capital assets governance
structure & responsibilities.

19. Internal controls:

Your Company has adequate internal control
system, which is commensurate with the size, scale
and complexity of its operations. Your Company
has designed and implemented a process driven
framework for Internal Financial Controls ("IFC")
within the meaning of the explanation of Section
134(5) of the Act, SEBI Regulations, 2015 and other
relevant statutes applicable to your Company.

Your Company has well-documented Standard
Operating Procedures (SOPs) for various

processes which are periodically reviewed for
changes warranted by business needs. The
Internal Auditors continuously monitor the
efficiency of the internal controls / compliance
with the SOPs with the objective of providing to
the Audit Committee and the Board of Directors,
an independent, objective and reasonable
assurance of the adequacy and effectiveness of
the organisation''s risk management, control and
governance processes.

For the year ended March 31, 2025, the Board is
of the opinion that your Company has sound IFC
commensurate with the nature of its business
operations; wherein adequate controls are in
place and operating effectively and no material
weakness exists. Your Company has a process
in place to continuously monitor existing controls
and identify gaps and implement new and /
or improved controls wherever the effect of
such gaps would have a material effect on your
Company''s operation.

20. Risk management:

Your Company is exposed to risks across all
levels and functions of the organisation. The
Board has approved Enterprise Risk Management
Policy (ERMP) to effectively address financial,
operational, business, compliance and strategic
risk. A structured enterprise risk management
program has been formulated and implemented.
Refer to the MDA Section in this Report for risks
and threats applicable to your Company.

21. Corporate Governance:

The Company is committed to maintain the highest
standards of corporate governance requirements
as set out by SEBI. The Report on Corporate
Governance as stipulated under SEBI Regulations,
2015 forms an integral part of this Report. The
requisite Compliance Certificate is obtained from
JMJA & Associates LLP, Company Secretaries
regarding compliance of conditions of Corporate
Governance as stipulated under Part E of Schedule
V of SEBI Regulations 2015, is annexed to the
Corporate Governance Report.

22. Management Discussion and
Analysis Report ("MDA"):

The MDA Report on the operation of the Company
as required under the SEBI Regulations, 2015, is
provided in a separate section and forms part of
this Report.

23. Vigil mechanism:

Your Company is committed to highest standards
of ethical, moral and legal business conduct.
Accordingly, the Board of Directors has formulated

Whistle Blower Policy and Vigil Mechanism for
its directors and employees and any director or
employee may make protected disclosures to the
Chairman of the Audit Committee. No personnel
have been denied access to the Audit Committee.

24. Adherence to Maternity Benefit
Regulations:

Your Company affirms that it has fully adhered to
all applicable provisions of the Maternity Benefit
Act, 1961, ensuring comprehensive protection and
welfare measures for eligible women employees
during maternity.

25. Disclosure on Prevention of Sexual
Harassment at Workplace:

Your Company has complied with the provisions
relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. In accordance with
the Company''s Policy on Prevention, Prohibition
and Redressal of Sexual Harassment of women
at workplace and confirmation received from the
Internal Complaints Committee of your Company a
total of 14 complaints of sexual harassment were
reported during the financial year under review.
All the 14 complaints were duly investigated and
resolved within the prescribed timelines, with no
cases remaining pending beyond 90 days as of the
end of the reporting period.

26. Directors'' Responsibility Statement:

Pursuant to Sections 134(3)(c) & 134(5) of the Act,
your Directors hereby confirm that:

a. in the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;

b. the directors have selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company
at the end of the financial year and of the profit
and loss of the Company for the FY 2024-25;

c. the directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Act for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

d. the directors have prepared the annual
accounts on a going concern basis;

e. the directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively; and

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

27. Miscellaneous:

During the year, there was no change in the general
nature of business of your Company. No material
change or commitment has occurred which
would have affected the financial position of your
Company between the end of the financial year to
which the financial statements relate and the date
of the report. No significant and material order was
passed by the regulators or courts or tribunals which
would have impacted the going concern status and
your Company''s operations in future. No amount
was required to be transferred to General Reserve.
No share with differential rights was issued by your
Company nor did your Company issue any equity
share as sweat equity share. No fraud took place
in the Company during the year and hence, no such
reporting was made to the Audit Committee and the
Board under Section 143(12) of the Companies Act,
2013 read with Rule 13 of the Companies (Audit and
Auditors) Rules, 2014. There were no proceedings
initiated/pending against the Company under the
Insolvency and Bankruptcy Code, 2016. Further,
there were no instances of one time settlement
with the Banker or Financial Institution. The Board
of Directors affirms that the Directors have devised
proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards
issued by the Institute of Companies Secretaries
of India and that such systems are adequate and
operating effectively. The Company has complied
with the applicable Secretarial Standards.

28. Acknowledgements:

Your Directors thank the government authorities,
financial institutions, banks, customers, suppliers,
members, employees and other business associates
of your Company, who through their continued
support and co-operation, have helped as partners
in your Company''s progress and achievement of
its objectives.

For and on behalf of the Board of Directors

Balkrishan Goenka

May 29, 2025 Chairman

Mumbai DIN 00270175

---

Mar 31, 2024

Your Directors have pleasure in presenting the 39^th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2024.

1. Financial highlights:

H Crore

Particulars	Consolidated		Standalone
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations (Net)	9679.24	8,093.76	8084.83	6297.53
Other Income	145.83	121.34	151.89	134.71
Total Revenue	9825.07	8215.10	8236.72	6432.24
EBITDA	1514.74	873.88	1163.97	589.97
EBITDA Margins (%)	15.42%	10.64%	14.13%	9.17%
Finance Cost	153.41	129.88	90.00	69.52
Depreciation and amortization	394.49	442.14	294.50	323.20
Profit before exceptional items and tax and share of net profit of Associates	966.84	301.86	779.47	197.25
Share of net profit of Associates	0.11	0.05	0	0
Profit before tax	966.95	301.91	779.47	197.25
Tax Expense	294.21	99.40	183.53	74.37
Profit after taxation	672.74	202.51	595.94	122.88
Earnings per share (Basic & Diluted) (Nominal value per share Re. 1)	7.06	2.02	6.18	1.25

2. Performance and Outlook:

Your Company''s total revenue has seen increase by 20% on consolidated basis and 28% on standalone basis. Your Company''s EBITDA has increased by 73% on consolidated level and 97% on standalone basis. This has resulted in increase in EBITDA margin of 45% on consolidated basis and 54% on standalone basis. Profit before Tax has increased by 220% on consolidated basis and 295% on standalone basis. Profit After Tax has increased by 232% on consolidated basis and 385% on standalone basis.

3. Dividend:

i. Dividend Distribution Policy:

The Board of Directors approved Dividend Distribution Policy of the Company, as required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations 2015”). The Dividend Distribution Policy provides that the Board will endeavor to achieve distribution of 25% of Profit for a financial year, on consolidated basis, with equity

shareholders. The Policy is attached as Annexure - 1 to this Report and it is also available on your Company''s website and the web link thereto is as given below.

www.welspunliving.com under the tab Investors Policies

ii. Dividend for Financial Year 2023-24:

The Board has recommended dividend of Re. 0.10 per equity share for the Financial Year ("FY”) 2023-24 amounting to H 9.72 Crore (subject to shareholders'' approval). Cash outflow of H 9.72 Crore amounts to 4.80% of consolidated PAT.

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

Financial Year	Total Dividend (%)	Cash Outflow
2023-24	10%	4.80
2022-23	10%	9.88
2021-22	15%	14.82

4. Scheme of amalgamation:

During the year FY2023-24, the Company had filed a petition seeking approval of National Company Law Tribunal, Ahmedabad Bench to the scheme of amalgamation of Welspun Flooring Limited, Anjar Terry Towels Limited, Anjar Integrated Textile Park Developers Private Limited, Besa Developers and Infrastructure Private Limited and Welspun Zucchi Textiles Limited with the Company and their respective shareholders with Appointed Date of April 1, 2023.

Welspun Flooring Limited had filed the aforesaid scheme with the National Company Law Tribunal, Hyderabad Bench which approved the scheme vide its order dated March 12, 2024.

All transferor companies were wholly owned subsidiaries of the Company. The scheme was approved by National Company Law Tribunal, Ahmedabad Bench vide its order dated April 09, 2024.

Rationale of the Scheme:

• The Company has been in the textile business for a long period of time with marquee global customers and relationships. Over the years, it has built a strong distribution network and customer relationship. The aforesaid scheme will enable the flooring business housed in Welspun Flooring Limited to leverage on the existing global distribution channels and customer relationships of the Company and to penetrate the markets across the globe, increase the customer base and have wider reach, resulting into higher revenues and profitability. Access to an established distribution network and customer relationship will accelerate the growth of the flooring business.

• The consolidation will result in better earning predictability, stronger revenue and improved competitiveness, with diversification in product portfolio. This will result in stronger presence across market segments, provide access to new markets and product offerings along with better bargaining power with suppliers.

• The proposed amalgamation will also result into greater economies of scale and synergy of operations as a result of better sourcing of raw materials, with sourcing function getting combined with the Company, reduction in procurement costs and lower lead time in procurement (resulting into lowering working capital requirement for inventory).

• Presently the project loan obtained by Welspun Flooring Limited is guaranteed by the Company and carries higher cost of debt. The aforesaid amalgamation will enable raising funds at

relatively lower cost by leveraging on the strong fundamentals and ratings of the Company.

5. Subsidiaries:

As a result of the aforesaid scheme of amalgamation, Welspun Flooring Limited, Anjar Terry Towels, Limited, Anjar Integrated Textile Park Developers Private Limited, Besa Developers and Infracture Private Limited and Welspun Zucchi Textiles Limited stood dissolved without winding up.

On March 4, 2024, the Company acquired Welspun Home Solutions Limited, now a wholly owned subsidiary, of the Company to explore expansion opportunities.

During the year, erstwhile Welspun Flooring Limited, wholly owned subsidiary of the Company acquired 49% equity share capital of Welspun Bhargavi Private Limited, a special purpose vehicle for setting up a captive power plant for supply of renewable energy to the Company''s flooring manufacturing facilities located at Hyderabad. This is one more step towards the Company''s goal towards moving to 100% renewable energy consumer. Pursuant to the Scheme of Amalgamation of erstwhile Welspun Flooring Limited with the Company, 49% shareholding in Welspun Bhargavi Private Limited was transmitted to the Company as per the scheme mentioned above.

A report on the performance and financial position of each of the subsidiary companies of your Company is included in the consolidated financial statement presented in Form AOC-1 attached as Annexure - 2 to this Report. Your Company''s policy on Material Subsidiary as approved by the Board is hosted on your Company''s website and the web link thereto is as given below.

https://www.welspunliving.com under the tab Investors Polices

6. Auditors and Auditors'' Report:

Appointments of Statutory Auditor, Cost Auditor, Secretarial Auditor and Internal Auditor are recommended by the Audit Committee and approved by the Board. Statutory Auditor and Internal auditor meet the Audit Committee in absence of any member of the management atleast twice a year.

i. Statutory Auditor:

Members of the Company appointed S R B C & CO LLP as statutory auditors for its 2^nd term of five years commencing from expiry of 37^th Annual General Meeting held on September 12, 2022 and end on conclusion of 42^nd Annual General Meeting that may be held in the year 2027.

The Auditors are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Statutory Auditors, as per internal policy of S R B C & CO LLP, has rotated Mr. Anil Jobanputra, Partner in charge for the Company from S R B C & CO LLP and Mr. Jai Prakash Yadav has taken over as Partner in charge from FY 2024-25.

The Auditors'' observation read with Notes to Accounts for FY 2023-24 are self-explanatory and therefore do not call for any comment.

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditors and all entities in the network firm/network entity of which the statutory auditors is a part during the financial year under Report is H 3.11 Crore.

ii. Cost Auditors:

As per Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has reappointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your Company for FY 2024-25 on the recommendations made by the Audit Committee.

Members are requested to ratify their remuneration by passing an ordinary resolution in the forthcoming Annual General Meeting.

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

iii. Secretarial Auditor:

The Secretarial Audit Report for FY 2023-24 is attached herewith as Annexure - 3 to this Report. As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Secretarial Audit Report for FY 2023-24 of Welspun Global Brands Limited and Welspun Captive Power Generation Limited, material unlisted subsidiaries are also attached under Annexure - 3.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed JMJA & Associates LLP, Company Secretaries, as the Secretarial Auditor of your Company for the FY 2024-25.

7. Disclosure of Shares held in suspense account:

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year		Number of shareholders who approached issuer for transfer of shares from suspense account during the year		Number of shareholders to whom shares were transferred from suspense account during the year		Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year		Remarks
No of Holders	No of Shares	No of Holders	No of Shares	No of Holders	No of Shares	No of Holders	No of Shares
806	330220	500	166810	500	191560	306	138660	A) 157150 shares and 420 Records transferred to IEPF on 20.05.2023 B) 22400 Shares and 72 records transferred to IEPF on 24.1 1.2023

8. Listing with the Stock Exchanges:

Your Company''s equity shares are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Annual listing fees for the FY 2023-24 have been paid to NSE and BSE. There are no unsecured Commercial Papers outstanding as at March 31, 2024.

9. Finance:

i. Credit Rating:

During the year, CARE Ratings Limited (''CARE'') has reaffirmed your Company''s long term credit rating as ''AA'' and short term credit rating as ''A1 ''. India Ratings & Research, a Fitch Group company,

has reaffirmed your Company''s long-term issuer rating as ''IND AA/Positive'' and reaffirmed shortterm credit rating as ''IND A1 ''.

ii. Deposits:

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

10. Board of Directors:

The Board of Directors has made changes in the composition of the Board of Directors of

the Company. The Board appointed Mr. Murali Sivaraman, Mr. Sunil Duggal and Ms. Naiyya Saggi as independent directors of the Company. The shareholders of the Company approved Mr. Murali Sivaraman''s, Mr. Sunil Duggal''s and Ms. Naiyya Saggi''s appointment pursuant to resolutions passed by postal ballot on January 28, 2024, April 28, 2024 and July 21, 2024 respectively.

Mr. K. H. Viswanathan, holding Director Identification Number 00391263 and Mr. Arvind Kumar Singhal, holding Director Identification Number 00709084, retired on completion of their terms as independent directors of the Company with effect from March 31, 2024. The Board placed on record its appreciation to immense contribution to the Company and the Board received from Mr. K. H. Viswanathan and Mr. Arvind Kumar Singhal and the Company wishes them success for their future endeavors.

Your Company''s Board comprises mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as finance, accounts, marketing, brand building, general management and strategy. Except the Independent directors and Mr. Balkrishan Goenka, all other directors are liable to retire by rotation as per the provisions of the Act. Although Mr. Goenka is not liable to retire by rotation, his appointment is subject to approval as may be required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. It is confirmed that, except for Mr. Balkrishan Goenka and Ms. Dipali Goenka who are husband and wife, there is no relationship between the directors inter-se. The details of the directors, their meetings held during the year and the extracts of the Nomination and Remuneration Policy has been given in the Corporate Governance Report, which forms part of this Report.

i. Changes in Directors and Key Managerial Personnel:

The changes in Board of Directors and Key Managerial Personnel are as given below:

(i) Appointment of Mr. Murali Sivaraman, holding Director Identification Number 01461231, as an Independent Director with effect from November 1, 2023;

(ii) Appointment of Mr. Sunil Duggal, holding Director Identification Number 00041825, as an Independent Director with effect from January 31, 2024;

(iii) Retirement of Mr. K H Viswanathan, holding Director Identification Number 00391263, as an Independent Director with effect from March 31, 2024;

(iv) Retirement of Mr. Arvind Kumar Singhal, holding Director Identification Number 00391263, as an Independent Director with effect from March 31, 2024;

(v) Mr. Rajesh Mandawewala, holding Director Identification Number 00007179, was appointed as Executive Vice Chairman of the Company with effect from April 01, 2023 for a period of 5 years.

(vi) Ms. Dipali Goenka, holding Director Identification Number 00007199, was appointed as Managing Director & CEO of the Company with effect from April 01, 2023 for a period of 5 years.

(vii) Mr. Altaf Jiwani, holding Director Identification Number 05166241, was appointed as Wholetime Director of the Company with effect from April 01, 2023 for a period of 5 years.

(viii) Appointment of Ms. Naiyya Saggi, holding Director Identification Number 06755099, as an Independent Director with effect from April 25, 2024.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of your Company, Ms. Dipali Goenka (holding Director Identification Number DIN 00007199) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for her re-appointment.

Details about director being appointed or re-appointed are given in the Notice of the forthcoming Annual General Meeting.

ii. Declaration by an Independent Director(s):

Your Company has received declarations from all the independent directors as per the provisions of Section 149(7) of the Act confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Act and that there is no change in the circumstances as on the date of this Report which may affect their respective status as an independent director.

Your Board confirms that in its opinion the independent directors fulfill the conditions prescribed under the SEBI (LODR), 2015 and they are independent of the management. All the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs ("IICA"), Manesar, Gurgaon as

notified by the Central Government under Section 150(1) of the Companies Act, 2013.

Test of independence based on criteria given in SEC (USA) Rule 4200:

Key Independence Criteria	Murali Sivaraman	Pradeep Poddar	Anisha Motwani	Sunil Duggal
The director must not have been employed by the Company in an executive capacity within the last five years.	V	V	V	V
The director must not accept or have a "Family Member who accepts any payments from the company or any parent or subsidiary of the company in excess of $60,000 during the current fiscal year”, other than those permitted by SEC Rule 4200 Definitions, including i) payments arising solely from investments in the Company''s securities; or ii) payments under non-discretionary charitable contribution matching programs. Payments that do not meet these two criteria are disallowed.	V	V	V	V
The director must not be a "Family Member of an individual who is, or during the past three years was employed by the Company or by any parent or subsidiary of the Company as an executive officer”.	V	V	V	V
The director must not be (and must not be affiliated with a company that is) an adviser or consultant to the Company or a member of the Company''s senior management.	V	V	V	V
The director must not be affiliated with a significant customer or supplier of the Company.	V	V	V	V
The director must have no personal services contract(s) with the Company or a member of the Company''s senior management.	V	V	V	V
The director must not be affiliated with a not-for-profit entity that receives significant contributions from the Company.	V	V	V	V
The director must not have been a partner or employee of the Company''s outside auditor during the past three years.	V	V	V	V
The director must not have any other conflict of interest that the board itself determines to mean they cannot be considered independent	V	V	V	V

iii. Directors'' Evaluation:

Background:

Nomination and Remuneration Committee has laid down the criteria for evaluation of performance of the Board, its committees and the directors.

In compliance with Sections 134, 178 of, and Paras II, V and VIII of Schedule IV to, the Act and Regulation 17 of Para A of Part D of Schedule II to SEBI Regulations 2015, the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its Committees and Directors. The evaluation process invited graded responses to a structured questionnaire, which was largely in line with the SEBI Guidance Note on Board Evaluation, for each aspect of the evaluation. All the results were satisfactory.

Mode of evaluation:

Board assessment is conducted through a structured questionnaire. Each question requires response on a scale of 0 to 3 with 3 being the best. The Company has a digital platform developed in-house to facilitate confidential responses to a structured questionnaire. All the directors participated in the evaluation process.

Further, meeting of independent directors was conducted to review the performance of the Board as a whole and that of non-independent directors.

Results:

The evaluation results were discussed at the Meeting of Board of Directors, Committees and the Independent Directors meeting. The Directors were satisfied with the overall corporate governance standards, Board performance and effectiveness.

	Key parameters		Key parameters
Board of	• Board structure and composition	Chairperson	• Promote effective decision-making
Directors	• Board meeting practices (agenda, frequency, duration)		• Encourage high quality of constructive debate
	• Functions of the Board (Strategic direction etc.)		• Open-minded and listening to the members
	• Quantity, quality & timeliness of information		• Effectively dealing with dissent and work constructively towards consensus
	• Board culture and effectiveness		• Shareholders'' interest supreme while
	• Functioning of Board Committees		taking decisions
		Executive	• Relevant expertise and commitment
	• Director induction and development programs
		Directors	• Performance vis-a-vis business
Board	• Composition, roles & responsibilities and effectiveness of the committee		budget, peers
Committee			• Dealing with challenges
	• Meeting structure and information flow		• Developing leaders
	• Contributions to Board decisions
Independent directors	• Independence from company (no conflict of interest)
	• Independent views and judgement
	• Objective contribution to the Board deliberations

Parameters with high evaluation scores:	Key focus areas:
• The size and composition of the Board is appropriate.	• Effectiveness in formulating Succession
• Effectiveness in establishing a corporate environment that promotes timely and effective disclosure, fiscal accountability, high ethical standards and compliance with applicable laws and regulations and has set a corporate culture and the values by which executives throughout a group shall behave.	plan which is monitored and reviewed regularly. [Action plan: Succession planning and other HR matters will be presented to the Board regularly.] Addressing matters of strategic concerns in its review of the Board agenda with the executive management. [Action plan: Board will now be reviewing strategy matters every quarter].
• The Board members collectively and constructively work as a team.
• Effective in developing a corporate governance structure that allows and encourages the Board to fulfill its responsibilities.
• Considerable attention to the quality of financial reporting process and internal financial controls and effectively oversees them
• The level of independence of the management from the Board is adequate.

Board of Directors
Parameters with high evaluation scores:	Key focus areas:
• Size, composition and diversity of each Committee.	• Well informed recommendations to the
• Strong oversight on financial reporting process, internal financial controls, compliance with related party transaction regulations and reporting to Board on key control gaps.	Board while processing proposals of KMPs and senior management. [Action: Nomination and Remuneration Committee
• Performance monitoring of subsidiaries.	structure and succession planning.]
• Effective in advising senior executives.

iv. Induction and familiarization of Director(s):

Your company provides a comprehensive induction program for board members to help them gain a deep understanding of its operations. This program is designed to enhance their ability to contribute effectively in their roles. Upon joining, new directors engage with senior management and gain hands-on experience with the company''s functions and manufacturing facilities. Additionally, senior management regularly updates the board on their areas, discussing strategic goals, challenges, and seeking the board''s guidance.

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

The policy on Company''s familiarization programme for Independent Directors is hosted on your Company''s website and a web link thereto is as given below:

https://www.welspunliving.com under the tab Investors Policies

v. Committees of the Board of Directors:

Information on the Audit Committee, the Nomination and Remuneration Committee, ESG & CSR Committee, the Stakeholders'' Relationship, Share Transfer and Investor Grievance Committee, Risk Management Committee and meeting of

those committees held during the year is given in the Corporate Governance Report forming part of this Report.

11. Employee Stock Option Plan (ESOP):

There were no outstanding options as on March 31, 2024.

Disclosure as required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are as under:

Scheme - Welspun Living Employee Benefit Scheme - 2022

(I) A description of each ESOP that existed at any time during the year, including the general terms and conditions of each ESOP, including -
(a)	Name of the ESOP Plan	Welspun Living Employee Benefit Scheme - 2022
(b)	Date of shareholders'' approval	June 29, 2022
(c)	Total number of options approved under ESOP	p V p o o o o o
(d)	Vesting requirements	Vesting: 25% on each anniversary of the date of grant.
(e)	Exercise price or pricing formula	As may be decided by the Nomination and Remuneration Committee of the Board of Directors from time to time.
(f)	Maximum term of options granted	* No options granted. As per the ESOP Plan, options will lapse if not exercised within 4 years of vesting.
(g)	Source of shares (primary, secondary or combination)	Both primary and secondary market
(h)	Variation in terms of options	-

* No options were granted during FY 2023-24, the period covered by this annual report. Options have been granted in the FY 2024-25.

(II)	Method used to account for ESOP - Intrinsic or fair value.	-
(III)	Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.
(IV)	Option movement during the year	No options have been granted during the year under the ESOP plan.
	Number of options outstanding at the beginning of the period	Nil
	Options granted	-
	Options vested	-
	Options exercised	-
	The total number of shares arising as a result of exercise of option	-
	Options forfeited / lapsed / surrendered	-
	The exercise price	-
	Money realized by exercise of options	-
	Loan repaid by the Trust during the year from exercise price received	Nil
	Number of options outstanding at the end of the Year	-
	Number of options exercisable at the end of the Year	-

Employee wise details of options granted to:-
• Key Managerial Personnel	-
• Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year
• Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	None
Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 Earnings Per Share.
Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.
Weighted-average value of share price (H)	Not Applicable as no options have
Exercise prices (H)	been granted under this scheme.
weighted-average fair values of options (H)
A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information:
(i) risk-free interest rate
(ii) expected life
(iii) expected volatility
(iv) Dividend yield
(v) the price of the underlying share in market at the time of option grant.

Your Company did not provide any loan for the purchase of, or subscription for, shares of your Company to Welspun Living Employee Welfare Trust ("ESOP Trust”)

12.Loans, Guarantees and Investments:

Information of amounts of investments made, loans given, guarantees given and security provided by your Company as on March 31, 2024 is as given under:

Particulars	Amount
Investments	1,567.34
Loans / Receivables	8.10
Guarantees	1,316.60
Security	-
Total	2,892.04

The Company has issued guarantee of H 820 Crore in favour of consortium of Bankers led by State Bank of India ("the Consortium”) to secure repayment of working capital facilities extended by the Consortium to Welspun Global Brands Limited ("WGBL”), a subsidiary of your Company and H 100 Crore in favour of Kotak Mahindra Bank Limited to secure its term loan facility.

Your Company has issued guarantees of amounts upto H 111.86 Crore to Customs Authorities to secure fulfilment of export obligations of Welspun Advanced Materials (India) Limited ("WAMIL”), a wholly owned subsidiary of your Company. Additionally, the Company has issued guarantee in favour of Catalyst Trusteeship Limited to secure term loan facility and working capital facility of WAMIL for an amount of of H 209.74 Crore and H 75 Crore respectively.

Disclosures pursuant to the Regulation 34(3) read with Para A of Schedule V of SEBI Regulations, 2015 is given at Note No. 36 of the audited financial statements.

13.Particulars of contracts or

arrangements with related parties:

All related party transactions that were entered into during the year under report were on an arm''s length basis and were in the ordinary course of business, to serve mutual needs and mutual interest. Except for contract with WGBL, subsidiary of your Company, there were no materially significant related party transactions made by your Company. The Audit Committee has given its omnibus approval which is valid for one financial year. Your Company''s policy on Related Party Transactions as approved by the Board is

hosted on your Company''s website and a web link thereto is as given below:

https://www.welspunliving.com under the tab Investors Policies

Disclosures as required under the Act are given in Form AOC-2 as Annexure - 4 to this Report.

The details of the related party transactions as required under IND-AS 24 are set out in Note No. 29 to the Standalone financial statements forming part of this Report.

14.Details of Remuneration to Directors and Key Managerial Personnel:

i. Details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) the ratio of the remuneration of each executive director and key managerial personnel to the median remuneration of the employees of your Company for FY 2023-24 is as given below:

Name and Designation	Remuneration (L Crore)	The percentage increase in remuneration	The ratio of the remuneration to the median remuneration of the employees (No. of times)
Mr. Rajesh Mandawewala Executive Vice Chairman	13.51	175.71	603
Ms. Dipali Goenka Managing Director & CEO	14.34	99.72	640
Mr. Altaf Jiwani Wholetime Director	4.65	16.46	205
Sanjay Gupta Chief Financial Officer	2.53	9.52	113
Shashikant Thorat Company Secretary	0.64	8.16	28

(a) The percentage increase in the median remuneration of employees in FY 202324 was 10.67%.

(b) Your Company had 21,929 permanent employees on its payroll as on March 31, 2024.

(c) Average percentage increase in the salaries of employees other than the managerial personnel in FY 2023-24 was 7.45%.

The key parameters for any variable component of remuneration availed by the directors are as per the Nomination and Remuneration Policy. We affirm that the remuneration is as per the Nomination and Remuneration Policy of your Company.

ii. Details of the employees of your Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Name, Designation, Age, DOJ, Current Gross Salary (H Crore), Qualification, Previous Company, Nature of Employment, % of Equity Shares held in the Company, Relative of any Director/ Manager of the Company.

Alok Mishra, Senior Vice President, 50, 04/10/2021, 1.15, Permanent, 0, No; Altaf Jiwani, Whole-time Director, 57, 02/02/2015, 4.65, B.TECH/MMS, Philips Carbon black, Permanent, 0, No; Amit Bhandari, President, 49, 11/01/2006, 1.02, Permanent, 0, No; Bharat Thanvi, President, 50, 27/01/1996, 1.27, BE/ Btech, -, Permanent, 0, No; Cherian Kenneth Thomas, President, 53, 02/12/2019, 0.81, BE (Mechanical) MBA, Frigoglass, Permanent, 0, No; Chhotubhai Chaudhari, Vice President, 58, 25/11/1997, 0.93, Permanent, 0, No; Chintan Thaker, President, 46, 01/04/2003, 1.68, B.SE MBA, Gujarat Infra Ltd, Permanent, 0, No; Dipali Goenka, Managing Director & CEO, 54, 07/08/2000, 14.34, Contractual, 7,50,400 Equity Shares, Yes; Disha Shah, Vice President, 47, 28/09/2020, 0.78, Permanent, 0, No; K R. Subramanian, Senior Vice President, 57, 25/03/2015, 1.22, Permanent, 0, No; Lalit Mahajan, Senior Vice President, 55, 25/07/2022, 1.03, Permanent, 0, No; Mayank Meenketan, Senior Vice President, 41, 04/01/2023, 1.03, Permanent, 0, No; Puesh Ajmani, President, 45, 25/08/2020, 2.16, MBA PGDM, Square Panda Inc, Permanent, 0, No; Rajesh Mandawewala, Executive Vice Chairman, 60, 01/12/1985, 13.51, CA, Contractual, 1,030 Equity Shares, No; Rajarshi

Ghosh, President, 51, 03/03/2021, 1.19, Permanent, 0, No; Rajesh Kumar Srivastava, President, 57, 25/08/2022, 1.36, Permanent, 0, No; Ravi Bhushan Singh, Vice President, 46, 03/05/2023, 1.06, Permanent, 0, No; Ruchika Arora, Senior Vice President, 39, 25/02/2021, 1.14, Permanent, 0, No; Salil Bawa, President, 51, 01/12/2022, 1.80, ICFAI, IndoStar Capital Finance, Permanent, 0, No; Sanjay Kanungo, *Director, 56, 23/01/2017, 2.16, BE (Mechanical), Trident, Permanent, 0, No; Selvaraj Chinnamuthu, Senior Vice President, 57, 03/11/2004, 0.99, Permanent, 0, No; Sanjay Gupta, President, 55, 14/05/2021 2.53, MBA PGDM, Vibgyor School Group, Permanent, 0, No; Shailesh Apte, Senior Vice President, 42, 13/09/2021, 1.56, M. Com, JSW Steel, Permanent, 0, No; Sharad Agarwal, Vice President, 46, 17/02/2016, 0.86, Permanent, 0, No; Suraj Raj Dhillon, Assistant Vice President, 36, 24/08/2023, 0.52, PGDM, Mountain Valley Springs India Private Limited, Permanent, 0, No; Vikram Bector, *Director, 58, 16/10/2023, 2.93, Permanent, 0, No; Vijay Pasupathy, President, 43, 19/10/2022, 1.99, Permanent, 0, No; Updeep Singh Chatrath, *Director, 59, 02/01/2024, 0.49, MBA/PGDM, Sutlej Textiles and Industries Limited, Permanent, 0, No.

* Not a member of the Board.

iii. Ms. Dipali Goenka, Managing Director & CEO, who is receiving remuneration and commission from your Company, receives H 4.13 Crore as remuneration (including variable pay) and commission of 2% of profits also from WGBL, a subsidiary of your Company.

iv. Details of managerial remuneration and payments to other directors is given in the Annual Return.

15. Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at www.welspunliving.com under the tab Investors Shareholders Information -> Annual Return FY 23-24.

16. Business Responsibility and Sustainability Report (BRSR):

The Company is pleased to present its 3^rd Business Responsibility and Sustainability Report for the financial year 2023-24 which is a part of this Annual Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is attached as Annexure - 5 to this Report.

18. Corporate Social Responsibility (CSR):

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

The CSR Policy of your Company as approved by the Board of Directors, is hosted on your Company''s website and a web link thereto is as given below: www.welspunliving.com under the tab Investors Policies.

The initiatives undertaken by your Company during FY 2023-24 in CSR have been detailed in this Report. Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - 6 to this Report.

The Company''s CSR programs are linked with the Sustainable Development agenda adopted by the UN; clearly defined activities and goals -ongoing/ long-term; provisions related to excess contribution & set-off, capital assets governance structure & responsibilities.

19. Internal controls:

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Controls ("IFC") within the meaning of the explanation of Section 134(5) of the Act, SEBI Regulations, 2015 and other relevant statutes applicable to your Company.

Your Company has well-documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs. The Internal Auditors continuously monitor the efficiency of the internal controls / compliance with the SOPs with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation''s risk management, control and governance processes.

For the year ended March 31, 2024, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect on your Company''s operation.

20. Risk management:

Your Company is exposed to risks across all levels and functions of the organisation. The Board has approved Enterprise Risk Management Policy (ERMP) to effectively address financial, operational, business, compliance and strategic risk. A structured enterprise risk management program has been formulated and implemented. Refer to the MDA Section in this Report for risks and threats applicable to your Company.

21. Corporate Governance:

The Company is committed to maintain the highest standards of corporate governance requirements as set out by SEBI. The Report on Corporate Governance as stipulated under SEBI Regulations, 2015 forms an integral part of this Report. The requisite Compliance Certificate is obtained from MNB & Co. LLP, Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI Regulations 2015, is annexed to the Corporate Governance Report.

22. Management Discussion and Analysis Report ("MDA"):

The MDA Report on the operation of the Company as required under the SEBI Regulations, 2015, is provided in a separate section and forms part of this Report.

23. Vigil mechanism:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee.

24. Directors'' Responsibility Statement:

Pursuant to Sections 134(3)(c) & 134(5) of the Act, your Directors hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the FY 2023-24;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

25. Miscellaneous:

During the year, there was no change in the general nature of business of your Company. No material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year to which the financial statements relate and the date of the report. No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company''s operations in future. No amount was required to be transferred to General Reserve. No share with differential rights was issued by your Company nor did your Company issue any equity share as sweat equity share. The Company has complied with provisions relating to the constitution of Internal Complaints

Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, based on the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace and confirmation received from the Internal Complaints Committee of your Company, no case of sexual harassment was reported during the year under review. No fraud took place in the Company during the year and hence, no such reporting was made to the Audit Committee and the Board under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014. There were no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016. Further, there were no instances of one time settlement with the Banker or Financial Institution. The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating

effectively. The Company has complied with the applicable Secretarial Standards.

26.Acknowledgements:

Your Directors thank the government authorities, financial institutions, banks, customers, suppliers, members, employees and other business associates of your Company, who through their continued support and co-operation, have helped as partners in your Company''s progress and achievement of its objectives.

For and on behalf of the Board of Directors

Sd/-

Balkrishan Goenka

July 24, 2024 Chairman

Mumbai DIN 00270175

---

Mar 31, 2023

Your Directors have pleasure in presenting the 38^th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2023.

1. Financial highlights:

H in Crore
Particulars	Consolidated		Standalone
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations (Net)	8,093.76	9,311.47	5,654.62	6,703.47
Other Income	121.34	65.84	140.90	86.06
Total Revenue	8,215.10	9,377.31	5,795.52	6,789.53
EBITDA	873.88	1,424.56	537.90	976.80
EBITDA Margins (%)	10.64%	15.19%	09.28%	14.38%
Finance Cost	129.88	131.25	61.15	81.33
Depreciation and amortization	442.14	420.47	250.32	276.09
Profit before exceptional items and tax and share of net profit of Associates	301.86	872.84	-	-
Share of net profit of Associates	0.05	0.13	-	-
Profit before tax	301.91	872.97	226.43	619.38
Tax Expense	99.40	266.26	74.75	227.25
Profit after taxation	202.51	606.71	151.68	392.13
Earnings per share (Basic & Diluted) (Nominal value per share Re. 1)	2.02	6.06	1.54	3.95

2. Performance and Outlook:

Your Company''s total revenue has seen drop of 13% on consolidated basis and 16% on standalone basis due to factors such as higher inflation in global market, higher interest rates, higher inventory with global retailers and increased Commodity prices. Your Company''s EBITDA has slid down by 39% on consolidated level and 45% on standalone basis. This has resulted in decrease in EBITDA margin of 27% on consolidated basis and 35% on standalone basis. Profit before Tax has decreased by 65% on consolidated basis and 63% on standalone basis. Profit After Tax has reduced by 67% on consolidated basis and 61% on standalone basis.

3. Dividend:

i. Dividend Distribution Policy:

The Board of Directors approved Dividend Distribution Policy of the Company, as required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations 2015”). The Dividend Distribution Policy provides that the Board will endeavor to achieve distribution of 25% of Profit for a financial year, on consolidated basis, with equity shareholders. The Policy is attached as Annexure - 1 to this Report and it is also available on your Company''s website and the web link thereto is as given below. www.welspunindia.com under the tab Investors -> Policies

ii. Dividend for Financial Year 2022-23:

The Board has recommended dividend of Re. 0.10 per equity share for the Financial Year (“FY”) 2022-23 amounting to H 9.88 Crore (subject to shareholders'' approval and number of shares which may be tendered in Buyback). The Board has approved Buyback of 1,62,50,000 equity shares constituting 1.64% of total equity shares at H 120 per share. Outflow on acccount of Buyback is expected to be H 195.00 Crore (excluding tax and other Buyback related expenses). Combined cash outflow of H 204.8 Crore amounts to 101.13% of consolidated PAT.

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

H in Crore
Financial Year	Total Dividend (%)	Cash Outflow
2022-23	10%	9.88
2021-22	15%	14.82
2020-21	15%	15.07

4. Subsidiaries:

During the year FY2022-23, the Company transferred its entire shareholding in Welspun Innovative Products Limited and Easygo Textiles Private Limited to related parties for consideration which was at arm''s length.

A report on the performance and financial position of each of the subsidiary companies of your Company is included in the consolidated financial statement presented in Form AOC-1 attached as Annexure - 2 to this Report. Your Company''s policy on Material Subsidiary as approved by the Board is hosted on your Company''s website and the web link thereto is as given below.

www.welspunindia.com under the tab Investors -> Polices

5. Auditors and Auditors’ Report:

Appointments of Statutory Auditor, Cost Auditor, Secretarial Auditor and Internal Auditor are recommended by the Audit Committee and approved by the Board. Statutory Auditor and Internal Auditor meet the Audit Committee in absence of any member of the management twice a year.

i. Statutory Auditor:

Members of the Company appointed S R B C & CO LLP as statutory auditors for its 2^nd term of five years commencing from expiry of 37^th Annual General Meeting held on September 12, 2022 and end on conclusion of 42^nd Annual General Meeting that may be held in the year 2027.

The Auditors are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors'' observation read with Notes to Accounts for FY 2022-23 are self-explanatory and therefore do not call for any comment.

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the

statutory auditor is a part during the financial year under Report is H 3.11 Crore.

ii. Cost Auditor:

As per Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has reappointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your Company for FY 202324 on the recommendations made by the Audit Committee.

Members are requested to ratify their remuneration by passing an ordinary resolution in the forthcoming Annual General Meeting.

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

iii. Secretarial Auditor:

The Secretarial Audit Report for FY 2022-23 is attached herewith as Annexure - 3 to this Report. As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Secretarial Audit Report for FY 2022-23 of Welspun Global Brands Limited and Welspun Captive Power Generation Limited, material unlisted subsidiaries company are also attached under Annexure - 3.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed MNB & Co. LLP, Company Secretaries, as the Secretarial Auditor of your Company for the FY 2023-24.

7. Listing with the Stock Exchanges:

Your Company''s equity shares are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Annual listing fees for the FY 2023-24 have been paid to NSE and BSE. There are no unsecured Commercial Papers outstanding as at March 31, 2023.

8. Finance:

i. Credit Rating:

During the year, CARE Ratings Limited (''CARE'') has reaffirmed your Company''s long term credit rating as ''AA'' and short term credit rating as ''A1 ''. India Ratings & Research, a Fitch Group company, has reaffirmed your Company''s long-term issuer rating as ''IND AA/Stable'' and reaffirmed shortterm credit rating as ''IND A1 ''.

ii. Deposits:

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

9. Board of Directors:

During the year, the Board of Directors has made changes in the composition of the Board of Directors of the Company. Mr. Altaf Jiwani, holding Director Identification Number 05166241, Chief Operating Officer of the Company has been appointed as Wholetime Director and Occupier of the Company''s manufacturing facilities at Vapi, District Valsad, Gujarat State and Anjar, District Kutch, Gujarat State with effect from April 01, 2023. Further the Board has elevated, subject to approval of the members, Mr. Rajesh Mandawewala, holding Director Identification Number 00007179, as Executive Vice Chairman and Ms. Dipali Goenka, CEO of the Company, holding Director Identification Number 00007199 as Managing Director & CEO with effect from April 01, 2023.

Your Company''s Board comprises mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as finance, accounts, marketing, brand building, general management and strategy. Except the independent directors, all other directors are liable to retire by rotation as per the provisions of the Act. It is confirmed that, except for Mr. Balkrishan Goenka and Ms. Dipali Goenka who are husband and wife, there is no relationship between the directors inter-se. The details of the directors, their meetings held during the year and the extracts of the Nomination and Remuneration Policy has been given in the Corporate Governance Report, which forms part of this Report.

i. Changes in Directors and Key Managerial Personnel:

During the year, there was no change in Board of Directors and Key Managerial Personnel except as given below:

(i) Resignation of Mr. Arun Todarwal as Independent Director (holding Director Identification Number 00020916), with effect from July 01, 2022;

(ii) Appointment of Mr. K H Viswanathan (holding Director Identification Number 00391263) as an Independent Director with effect from July 01, 2022;

(iii) Appointment of Mr. Altaf Jiwani (holding Director Identification Number 05166241) as Wholetime Director with effect from April 01, 2023;

(iv) Elevation of Mr. Rajesh Mandawewala, holding Director Identification Number 00007179, as Executive Vice Chairman with effect from April 01, 2023; and

(v) Elevation of Ms. Dipali Goenka, holding Director Identification Number 00007199, as Managing Director & CEO with effect from April 01, 2023.

I n accordance with the provisions of Section 152 of the Act and the Articles of Association of your Company, Mr. Balkrishan Goenka (holding Director Identification Number DIN 00270175) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for his re-appointment.

Details about director being appointed or re-appointed are given in the Notice of the forthcoming Annual General Meeting.

ii. Declaration by an Independent Director(s):

Your Company has received declarations from all the independent directors as per the provisions of Section 149(7) of the Act confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Act and that there is no change in the circumstances as on the date of this Report which may affect their respective status as an independent director.

Your Board confirms that in its opinion the independent directors fulfill the conditions prescribed under the SEBI (LODR), 2015 and they are independent of the management. All the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs (“IICA”), Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013.

iii. Directors’ Evaluation:

Background:

Nomination and Remuneration Committee has laid down the criteria for evaluation of performance of the Board, its committees and the directors.

In compliance with Sections 134, 178 of, and Paras II, V and VIII of Schedule IV to, the Act and Regulation 17 of Para A of Part D of Schedule II to SEBI Regulations 2015, the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its Committees and Directors. The evaluation process invited graded responses to a structured questionnaire, which was largely in line with the SEBI Guidance Note on Board Evaluation, for each aspect of the evaluation. All the results were satisfactory.

Mode of evaluation:

Board assessment is conducted through a structured questionnaire. Each question requires response on a scale of 0 to 3 with 3 being the best. The Company has developed an in-house digital platform to facilitate confidential responses to a structured questionnaire. All the directors participated in the evaluation process.

Further, meeting of independent directors was conducted to review the performance of the Board as a whole and that of non-independent directors.

iv. Familiarization program for Independent Director(s):

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

The policy on Company''s familiarization programme for Independent Directors is hosted on your Company''s website and a web link thereto is as given below:

www.welspunindia.com under the tab Investors -> Policies

v. Committees of the Board of Directors:

I nformation on the Audit Committee, the Nomination and Remuneration Committee, ESG & CSR Committee, the Stakeholders'' Relationship, Share Transfer and Investor Grievance Committee, Risk Management Committee and Meetings of those committees held during the year is given in the Corporate Governance Report forming part of this Report.

10. Employee Stock Option Plan (“ESOP”):

There were no outstanding options as on March 31, 2023.

Your Company provided loan of H 80.54 Crore for the purchase of, or subscription for, shares of your Company to Welspun India Employee Welfare Trust (“ESOP Trust”)

11. Loans, Guarantees and Investments:

Information of amounts of investments made, loans given, guarantees given and security provided by your Company as on March 31, 2023 is as given under:

H in Crore
Particulars	Amount
Investments	1,902.86
Loans / Receivables	2.01
Guarantees	2623.46
Security	-
Total	4,528.33

The Company has issued guarantee of H 820 Crore in favour of consortium of Bankers led by State Bank of India (“the Consortium”) to secure repayment of working capital facilities extended by the Consortium to Welspun Global Brands Limited (“WGBL”), a subsidiary of your Company and H 100 Crore in favour of Kotak Mahindra Bank Limited to secure term loan facility.

The Company has issued guarantees of H 815 Crore in favour of the lenders of Welspun Flooring Limited (“WFL”), a wholly owned subsidiary of your Company to secure repayment of facilities extended by those lenders to WFL and H 156 Crore in favour of Exim Bank Limited to secure term loan facility. The Company issued a guarantee of H 255 Crore to Catalyst Trusteeship Limited, security trustee of consortium of lenders to WFL consisting of Bank of Baroda, HDFC Bank and IDFC First Bank. The Company has issued guarantee of H 17.50 Crore and H 88 Crore in favour of HDFC Bank Limited and Export-Import Bank of India, respectively, to secure working capital facility availed by WFL. Additionally, your Company had issued guarantee of amount of H 20 Crore in favour of Axis Bank Limited to secure forward contracts risk.

Your Company has issued guarantees of amounts upto H 103.90 Crore to Customs Authorities to secure fulfilment of export obligations of Welspun Advanced Materials (India) Limited (“WAMIL”), a wholly owned subsidiary of your Company. Additionally, the Company has issued guarantee in favour of Catalyst Trusteeship Limited to secure term loan facility for an amount of H 248 Crore.

Disclosures pursuant to the Regulation 34(3) read with Para A of Schedule V of SEBI Regulations, 2015 is given at Note No. 36 of the audited financial statements.

12. Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into during the year under report were on an arm''s length basis and were in the ordinary course of business, to serve mutual needs and mutual interest. Except for contract with WGBL, subsidiary of your Company, there were no materially significant related party transactions made by your Company. The Audit Committee has given its omnibus approval which is valid for one financial year. Your Company''s policy on

Related Party Transactions as approved by the Board is hosted on your Company''s website and a web link thereto is as given below:

https://www.welspunindia.com under the tab Investors -> Policies

Disclosures as required under the Act are given in Form AOC-2 as Annexure - 4 to this Report.

The details of the related party transactions as required under IND-AS 24 are set out in Note No. 29 to the Standalone financial statements forming part of this Report.

13. Details of Remuneration to Directors and Key Managerial Personnel:

i. Details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) the ratio of the remuneration of each executive director and key managerial personnel to the median remuneration of the employees of your Company for FY 2022-23 is as given below:

Name and Designation	Remuneration (J Crore)	The percentage increase in remuneration	The ratio of the remuneration to the median remuneration of the employees (No. of times)
Mr. Rajesh Mandawewala (Executive Vice Chairman)	4.90	(54.59)	241.53
Ms. Dipali Goenka (Managing Director & CEO)	7.18	(42.83)	353.25
Mr. Sanjay Gupta (Chief Financial Officer)	2.31	56.08*	113.60
Mr. Shashikant Thorat (Company Secretary)	0.59	5.63	29.00
’Compared with previous year remuneration for the period from May 14, 2021 to March 31, 2022.

(a) The percentage increase in the median remuneration of employees in FY 202223 was 8.13%.

(b) Your Company had 15,324 permanent employees on its payroll as on March 31, 2023.

(c) Average percentage increase in the salaries of employees other than the managerial personnel in FY 2022-23 was 8.72%.

The key parameters for any variable component of remuneration availed by the directors are as per the Nomination and Remuneration Policy. We affirm that the remuneration is as per the Nomination and Remuneration Policy of your Company.

ii. Details of the employees of your Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Name, Designation, Age, DOJ, Current Gross Salary (H Crore), Qualification, Previous Company, Nature of Employment, % of Equity Shares held in the Company, Relative of any Director/ Manager of the Company

Sanjay Kanungo, ’Director, 55, 23/01/2017, 1.65, BE (Mechanical), Trident, Permanent, 0, No; Cherian Kenneth Thomas, President, 52, 02/12/2019, 1.63, BE (Mechanical) MBA, Frigoglass, Permanent, 0, No; Puesh Ajmani, President, 44, 25/08/2020, 1.73, MBA

PGDM, Square Panda Inc, Permanent, 0, No; Disha Shah, Assistant Vice President, 46, 28/09/2020, 0.94, Permanent, 0, No; Sanjay Gupta, President, 54, 14/05/2021; 2.31, MBA PGDM, Vibgyor School Group, Permanent, 0, No; Shailesh Apte, Senior Vice President, 41, 13/09/2021, 1.20, M. Com, JSW Steel, Permanent, 0, No; Abhinandan Singh; Senior Vice President, 51, 20/12/2021, 0.77, MBA, Coforge Limited, Permanent, 0, No; Ruchi Ahuja, Senior Vice President, 44, 28/12/2021, 0.83, BA, Nurture Agtech Pvt Limited, Permanent, 0, No; Rajesh Kumar Srivastava, President, 56, 25/08/2022, 0.60, Permanent, 0, No; Vijay Pasupathy, President, 42, 19/10/2022, 0.83, Permanent, 0, No; Salil Bawa, President, 50, 01/12/2022, 0.54, Permanent, 0, No; Mayank Meenketan, Senior Vice President, 40, 04/01/2023, 0.29, Permanent, 0, No; Chintan Thaker, President; 45, 01/04/2003, 1.42, B.SE MBA, Gujarat Infra Ltd, Permanent, 0, No; Amit Bhandari, President, 48, 11/01/2006, 0.95, Permanent, 0, No; Bharat Thanvi, President, 49, 27/01/1996, 1.11, BE/ Btech, -, Permanent, 0, No; Rajesh Mandawewala, Executive Vice Chairman, 60, 01/12/1985, 4.90, CA, Contractual, 1,030 Equity Shares, No; Altaf Jiwani, Chief Operating Officer and Whole-time Director, 56, 02/02/2015, 3.95, B.TECH/MMS, Philips Carbon black, Permanent, 0, No; K R. Subramanian, Senior Vice President; 56, 25/03/2015, 0.91, Permanent, 0, No; Dipali Goenka, Managing Director & CEO, 53, 07/08/2000, 7.18, Contractual, 7,50,400 Equity Shares, Yes.

* Not a member of the Board.

iii. Ms. Dipali Goenka, Managing Director & CEO, who is receiving remuneration and commission from your Company, receives H 4.13 Crore as remuneration (including variable pay) and commission of 2% of profits also from WGBL, a subsidiary of your Company.

iv. Details of managerial remuneration and payments to other directors is given in the Annual Return.

14. Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at www.welspunindia. com under the tab Investors -> Shareholders Information -> Annual Return FY 22-23.

15. Business Responsibility and Sustainability Report (BRSR):

The Company is pleased to present its 2^nd Business Responsibility and Sustainability Report for the financial year 2022-23 which is a part of this Annual Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is attached as Annexure - 5 to this Report.

17. Corporate Social Responsibility (CSR):

The key philosophy of all CSR initiatives of the Company is enshrined in the three E''s which have become guiding principles of the CSR initiatives

- Education, Empowerment (of Women) and Environment & Health.

The CSR Policy of your Company as approved by the Board of Directors, is hosted on your Company''s website and a web link thereto is as given below: www.welspunindia.com under the tab Investors -> Policies.

The initiatives undertaken by your Company during FY 2022-23 in CSR have been detailed in this Report. Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure

- 6 to this Report.

The Company''s CSR programs are linked with the Sustainable Development agenda adopted by the UN; clearly defined activities and goals -ongoing/ long-term; provisions related to excess contribution & set-off, capital assets governance structure & responsibilities.

18. Internal controls:

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation of Section 134(5) of the Act, SEBI Regulations, 2015 and other relevant statutes applicable to your Company.

Your Company has well-documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs. The Internal Auditors continuously monitor the efficiency of the internal controls / compliance with the SOPs with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation''s risk management, control and governance processes.

For the year ended March 31, 2023, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect on your Company''s operation.

19. Risk management:

Your Company is exposed to risks across all levels and functions of the organisation. The Board has approved Enterprise Risk Management Policy (ERMP) to effectively address financial, operational, business, compliance and strategic risk. A structured enterprise risk management program has been formulated and implemented. Refer to the MDA Section in this Report for risks and threats applicable to your Company.

20. Corporate Governance:

The Company is committed to maintain the highest standards of corporate governance requirements as set out by SEBI. The Report on Corporate Governance as stipulated under SEBI Regulations, 2015 forms an integral part of this Report. The requisite Compliance Certificate is obtained from MNB & Co. LLP, Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI Regulations 2015, is annexed to the Corporate Governance Report.

21. Management Discussion and Analysis Report (“MDA”):

The MDA Report on the operation of the Company as required under the SEBI Regulations, 2015, is provided in a separate section and forms part of this Report.

22. Vigil mechanism:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee.

23. Directors’ Responsibility Statement:

Pursuant to Sections 134(3)(c) & 134(5) of the Act, your Directors hereby confirm that:

a. i n the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the FY 2022-23;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

24. Miscellaneous:

During the year, there was no change in the general nature of business of your Company. No material change or commitment has occurred

which would have affected the financial position of your Company between the end of the financial year to which the financial statements relate and the date of the report. No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company''s operations in future. No amount was required to be transferred to General Reserve. No share with differential rights was issued by your Company nor did your Company issue any equity share as sweat equity share. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, based on the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace and confirmation received from the Internal Complaints Committee of your Company, one case of sexual harassment was reported during the year under review and it has been resolved. No fraud took place in the Company during the year and hence, no such reporting was made to the Audit Committee and the Board under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014. The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

25. Acknowledgements:

Your Directors thank the government authorities, financial institutions, banks, customers, suppliers, members, employees and other business associates of your Company, who through their continued support and co-operation, have helped as partners in your Company''s progress and achievement of its objectives.

For and on behalf of the Board of Directors

Balkrishan Goenka

April 27, 2023 Chairman

Mumbai DIN 00270175

---

Mar 31, 2022

Your Directors have pleasure in presenting the 37^th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2022.

1. Financial highlights:

'' million
	Consolidated		Standalone
particulars m	2021-22	2020-21	2021-22	2020-21
Revenue from Operations (Net)	93,115	73,402	67,035	59,563
Other Income	658	678	861	832
Total Revenue	93,773	74,080	67,896	60,395
EBITDA	14,246	14,197	9,768	11,656
EBITDA Margins (%)	15	19	14	19
Finance Cost	1,312	1,975	813	1,014
Depreciation and amortisation	4,205	4,536	2,761	3,301
Profit before exceptional items and tax and share of net profit of Associates	8,728	7,686	-	-
Share of net profit of Associates	1	1	-	-
Profit before tax	8,729	7,687	6,194	7,341
Tax Expense	2,663	2,179	2,272	2,074
Profit after taxation	6,066	5,508	3,922	5,267
Earnings per share (Basic & Diluted) (Nominal value per share Re. 1)	6.06	5.37	3.95	5.24

2. Performance and Outlook:

Your Company''s total revenue has seen growth of 27% on consolidated basis and 13% on standalone basis. In spite of factors like Ukraine-Russia conflict, logistical challenges, unseen levels of increases in commodity prices and decades'' high inflation in western economies, your Company has seen growth. Commodity prices have impacted EBITDA. Your Company''s EBITDA on consolidated level has remained almost same and has seen slid down by 16% on standalone basis. This has resulted in decrease in EBITDA margin of 21% on consolidated basis and 25% on standalone basis. Profit before Tax has increased by 14% on consolidated basis and reduced by 16% on standalone basis. Profit After Tax has increased by 10% on consolidated basis and reduced by 26% on standalone basis.

3. Dividend:

i. Dividend Distribution Policy:

The Board of Directors approved Dividend Distribution Policy of the Company, as required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations 2015”). The Dividend Distribution Policy provides that the Board will endeavor to achieve distribution of 25% of PAT for a financial year, on consolidated basis, with equity shareholders. The Policy is attached as Annexure - 1 to this Report and it is also available on your

Company''s website and the web link thereto is as given below.

www.welspunindia.com under the tab Investors -> Policies

ii. Dividend for Financial Year 2021-22:

The Board has recommended dividend of '' 0.15 per equity share for the Financial Year (“FY”) 2021-22 amounting to '' 148.21 million, consequently cash outflow of '' 148.21 million i.e. 2.44% of consolidated PAT. Considering cash outflow of ''2 billion on account of Buyback approved and completed on July 15, 2021 along with dividend cash outflow of '' 148.21 million, payout to shareholders amounts to 35.41% of consolidated PAT.

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

'' million
Financial Year	Total Dividend (%)	Cash Outflow (including DDT)
2021-22	15%	148
2020-21	15%	151
2019-20	100%	1,211

4. Subsidiaries:

During the year FY2021-22, the Company divested its investment in Pure Sense Organic Myanmar Limited (“PSOML”), a Myanmar based company

engaged in the business of organic cotton. Myanmar witnessed a military coup in the middle of Covid Pandemic. The Company decided exit from this project.

A report on the performance and financial position of each of the subsidiary companies of your Company is included in the consolidated financial statement presented in Form AOC-1 attached as Annexure - 2 to this Report. Your Company''s policy on Material Subsidiary as approved by the Board is hosted on your Company''s website and the web link thereto is as given below.

www.welspunindia.com under the tab Investors -> Polices

5. Auditors and Auditors’ Report:

i. Statutory Auditors:

Your Company''s Auditors, S R B C & CO LLP''s tenure expires at the 37^th Annual General Meeting to be held in this year 2022. The Board of Directors recommends re-appointment of S R B C & CO LLP (having Firm Registration Number 324982E/E300003) as the Statutory Auditors of the Company for the second term of consecutive five years commencing from the conclusion of 37^th Annual General Meeting till the conclusion of 42^nd Annual General Meeting. The Auditors are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors'' observation read with Notes to Accounts for FY 2021-22 are self-explanatory and therefore do not call for any comment.

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the

statutory auditor is a part during the financial year under Report is '' 53.19 million.

ii. Cost Auditors:

As per Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has reappointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your Company for FY 202223 on the recommendations made by the Audit Committee.

Members are requested to ratify their remuneration by passing an ordinary resolution in the forthcoming Annual General Meeting.

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

iii. Secretarial Auditor:

The Secretarial Audit Report for FY 2021-22 is attached herewith as Annexure - 3 to this Report. As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Secretarial Audit Report for FY 2021-22 of Welspun Global Brands Limited, material unlisted subsidiary company is also attached under Annexure - 3.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed MNB & Co. LLP, Practicing Company Secretaries, as the Secretarial Auditor of your Company for the FY 2022-23.

8. Finance:

i. Credit Rating:

During the year, CARE Ratings Limited (''CARE'') has reaffirmed your Company''s long term credit rating as ''AA'' and short term credit rating as ''A1 ''. India Ratings & Research, a Fitch Group company, has reaffirmed your Company''s long-term issuer rating as ''IND AA/Stable'' and reaffirmed shortterm credit rating as ''IND A1 ''.

ii. Deposits:

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

9. Board of Directors:

Your Company''s Board comprises mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as finance, accounts, marketing, brand building, general management and strategy. Except the independent directors, all other directors are liable to retire by rotation as per the provisions of the Act. It is confirmed that, except for Balkrishan Goenka and Ms. Dipali Goenka who are husband and wife, there is no relationship between the directors inter-se. The details of the directors, their meetings held during the year and the extracts of the Nomination and Remuneration Policy has been given in the Corporate Governance Report, which forms part of this Report.

i. Changes in Directors and Key Managerial Personnel:

During the year, there was no change in Board of Directors and Key Managerial Personnel except as given below.:

(i) Resignation of Sanjeev Sancheti as Chief Financial Officer of the Company w.e.f. May

14, 2021;

(ii) Appointment of Sanjay Gupta as Chief Financial Officer of the Company w.e.f. May

15, 2021;

(iii) Resignation of Arun Todarwal as Independent Director w.e.f. July 01, 2022 and

(iv) Appointment of K H Viswanathan as Independent Director w.e.f. July 01, 2022

In accordance with the provisions of Section 152 of the Act and the Articles of Association of your Company, Mr. Rajesh Mandawewala (holding Director Identification Number 00007179) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for his re-appointment.

Details about director being appointed or re-appointed are given in the Notice of the forthcoming Annual General Meeting.

ii. Declaration by an Independent Director(s):

Your Company has received declarations from all the independent directors as per the provisions of Section 149(7) of the Act confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Act and that there is no change in the circumstances as on the date of this Report which may affect their respective status as an independent director.

Your Board confirms that in its opinion the independent directors fulfill the conditions prescribed under the SEBI (LODR), 2015 and they are independent of the management. All the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs (“IICA”), Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013.

iii. Directors’ Evaluation:

Background:

Nomination and Remuneration Committee has laid down the criteria for evaluation of performance of the Board, its committees and the directors.

In compliance with Sections 134, 178 of, and Paras II, V and VIII of Schedule IV to, the Act and Regulation 17 of Para A of Part D of Schedule II to SEBI Regulations 2015, the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its Committees and Directors. The evaluation process invited graded responses to a structured questionnaire, which was largely in line with the SEBI Guidance Note on Board Evaluation, for each aspect of the evaluation. All the results were satisfactory.

Mode of evaluation:

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

Further, meeting of independent directors was conducted to review the performance of the Board as a whole and that of non-independent directors.

Results:

The evaluation results were discussed at the meeting of Board of Directors, Committees and the Independent Directors meeting. The Directors were satisfied with the overall corporate governance standards, Board performance and effectiveness.

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

• Separate presentation by each business vertical CEOs to the Board

• Formal and dedicated agenda for briefing by Committee Chairperson to the Board on key updates from Committee meetings

iv. Familiarisation program for Independent Director(s):

The familiarisation program aims to provide the Independent Directors with the scenario within the textile industry, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant development so as to enable them to take well-informed decisions in timely manner. The familiarisation programme also seeks to update the Directors on the roles,

responsibilities, rights and duties under the Act and other statutes.

The policy on Company''s familiarisation programme for Independent Directors is hosted on your Company''s website and a web link thereto is as given below:

www.welspunindia.com under the tab Investors -> Policies

v. Committees of the Board of Directors:

Information on the Audit Committee, the Nomination and Remuneration Committee, ESG & CSR Committee, the Stakeholders'' Relationship, Share Transfer and Investor Grievance Committee, Risk Management Committee and meetings of those committees held during the year is given in the Corporate Governance Report forming part of this Report.

13. Details of Remuneration to Directors and Key Managerial Personnel:

i. Details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) the ratio of the remuneration of each Executive Director and Key Managerial Personnel to the median remuneration of the employees of your Company for FY 2021-22 is as given below:

Name and Designation	Remuneration ('' million)	The percentage increase in remuneration	The ratio of the remuneration to the median remuneration of the employees (No. of times)
Rajesh Mandawewala Managing Director	107.91	18.39	485
Ms. Dipali Goenka CEO and Joint Managing Director	125.67	24.20	580
Sanjay Gupta * Chief Financial Officer	14.76	* -	79
Sanjeev Sancheti@ Chief Financial Officer	7.85	@ -	-
Shashikant Thorat Company Secretary	5.38	36.20	30

* Joined with effect from May 15, 2021 @ Acted as CFO upto May 14, 2021.

11. Loans, Guarantees and Investments:

Information of amounts of investments made, loans given, guarantees given and security provided by your Company as on March 31, 2022 is as given under:

'' million
Particulars	Amount
Investments	18,961.70
Loans/Receivables	-
Guarantees	24,354.60
Security	-
Total	43,316.30

(b) The percentage increase in the median remuneration of employees in FY 2021-22 was 15.18%.

(c) Your Company had 19,905 permanent employees on its payroll as on March 31, 2022.

(d) Average percentage increase in the salaries of employees other than the managerial personnel in FY 2021-22 was 11%.

The key parameters for any variable component of remuneration availed by the directors are as per the Nomination and Remuneration Policy. We affirm that the remuneration is as per the Nomination and Remuneration Policy of your Company.

The Company has issued guarantee of '' 8.2 billion in favour of consortium of Bankers led by State Bank of India (“the Consortium”) to secure repayment of working capital facilities extended by the Consortium to Welspun Global Brands Limited (“WGBL”), a subsidiary of your Company.

The Company has issued guarantees of '' 8.15 billion in favour of the lenders of Welspun Flooring Limited (“WFL”), a wholly owned subsidiary of your Company to secure repayment of facilities extended by those lenders to WFL and '' 1.56 billion in favour of Exim Bank Limited to secure term loan facility. The Company issued a guarantee of '' 2.55 billion to Catalyst Trusteeship Limited, security trustee of consortium of lenders to WFL consisting of Bank of Baroda, HDFC Bank and IDFC First Bank. The Company has issued guarantee of Rs. 175 million in favour of HDFC Bank Limited to secure working capital facility availed by WFL. Additionally, your Company had issued guarantee of amount of 1 200 million in favour of Axis Bank Limited to secure forward contracts risk.

Your Company''s Board has authorised issue of guarantees of amounts upto '' 1.40 billion to

Customs Authorities to secure fulfilment of export obligations of Welspun Advanced Materials (India) Limited (“WAMIL”), a wholly owned subsidiary of your Company. Additionally, the Company has issued guarantee in favour of Catalyst Trusteeship Limited to secure term loan facility for an amount of '' 2.48 billion.

Disclosures pursuant to the Regulation 34(3) read with Para A of Schedule V of SEBI Regulations, 2015 is given at Note No. 36 of the audited financial statements.

12. Particulars of contracts orarrangements with related parties:

All related party transactions that were entered into during the year under report were on an arm''s length basis and were in the ordinary course of business, to serve mutual needs and mutual interest. Except for contracts with WGBL and WCPGL, subsidiaries of your Company, there were no materially significant related party transactions made by your Company. The Audit Committee has given its omnibus approval which is valid for one financial year. Your Company''s policy on Related Party Transactions as approved by the Board is hosted on your Company''s website and a web link thereto is as given below:

www.welspunindia.com under the tab Investors -> Policies

Disclosures as required under the Act are given in Form AOC-2 as Annexure - 4 to this Report.

The details of the related party transactions as required under IND-AS 24 are set out in Note 29(ii) to the Standalone financial statements forming part of this Report.

ii. Details of the employees of your Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Name, Designation, Age, DOJ, Current Gross Salary ('' million), Qualification, Previous Company, Nature of Employment, % of Equity Shares held in the Company, Relative of any Director/Manager of the Company

Amarsinh Dhanwade, Senior Vice President, 43, 20/08/2018, 17.28, MBA/PGDM, L''Oreal, Permanent, 0, No(resigned w.e.f. 08/01/2022), Altaf Jiwani, *Director, 55, 02/02/2015, 44.88, B.TECH/MMS, Philips Carbon Black, Permanent, 0, No, Abhinandan Singh, Senior Vice President,

50, 20/12/2021, 2.95, MBA, Coforge Limited, Permanent, 0, No, Bharat Thanvi, President, 48, 01/07/2013, 9.72, BE/Btech, Welspun, Permanent, 0, No, Cherian Thomas, President,

51, 02/12/2019, 17.23, BE (Mechanical) MBA, Frigoglass, Permanent, 0, No, Chintan Thaker, President, 44, 01/12/2013, 12.43, B.SC MBA, Gujarat Infra Limited, Permanent, 0, No, Dipali Goenka, CEO & Joint Managing Director, 52, 07/08/2000, 125.67, B.A. (Psychology), N.A., Contractual, 0.07, Yes, Madhumita Mitra, Senior Vice President, 51, 30/12/2021, 11.81, MBA, AP Moller Maersk, Permanent, 0, No, Puesh Ajmani,

Senior Vice President, 43, 25/08/2020, 15.76, MBA PGDM, Square Panda Inc., Permanent, 0, No, Rajesh Mandawewala, Managing Director, 60, 01/12/1985, 107.91, CA, NA, Contractual, 1,030, No, Rajendra Mehta, President, 52, 01/09/2021, 18.98, MBA, Synergy Capital, Permanent, 0, No, Ruchi Ahuja, Senior Vice President, 43, 28/12/2021, 2.95, BA, Nurture Agtech Private Limited, Permanent, 0, No, Sanjay Gupta, President, 53, 14/05/2021, 14.80, CA, CS, Vibgyor School Group, Permanent, 0, No, Shailesh Apte, Senior Vice President, 40, 13/09/2021, 6.64, M.Com, JSW Steel, Permanent, 0, No, Sanjeev Sancheti, President, 54, 02/07/2020, 4.11, CA, Srei Infra Finance, Permanent, 0, No, (resigned w.e.f. May 14, 2021) Sanjay Kanungo, President, 54, 23/01/2017, 17.60, BE (Mechanical), Trident, Permanent, 0, No.

* Not a member of the Board.

iii. Ms. Dipali Goenka, CEO & Joint Managing Director, who is receiving remuneration and commission from your Company, receives '' 37.50 million as remuneration (including variable pay) and commission of 2% of profits also from WGBL, a subsidiary of your Company.

iv. Details of managerial remuneration and payments to other directors is given in the Annual Return.

14. Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at

www.welspunindia.com under the tab Investors -> Shareholders Information -> Annual Return FY 21-22.

15. Business Responsibility and Sustainability Report (BRSR)

SEBI vide Notification No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 has replaced filing of Business Responsibility Report with Business Responsibility and Sustainability Report. SEBI has made it voluntary to the Companies for filing the BRSR for the financial year 2021-22. The Company is pleased to present its 1^st Business Responsibility and Sustainability Report (BRSR) for the FY 2021-22 which is a part of this Annual Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is attached as Annexure - 5 to this Report.

17. Corporate Social Responsibility (CSR):

The key philosophy of all CSR initiatives of the Company is enshrined in the three E''s which have become guiding principles of the CSR initiatives

- Education, Empowerment (of Women) and Environment & Health.

The CSR Policy of your Company as approved by the Board of Directors, is hosted on your Company''s website and a web link thereto is as given below: www.welspunindia.com under the tab Investors -> Policies

The initiatives undertaken by your Company during FY 2021-22 in CSR have been detailed in this Report. Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure

- 6 to this Report.

During the year under review, your Board of Directors modified the Company''s CSR Policy by way of linking the Company''s CSR programs with the Sustainable Development agenda adopted by the UN; clearly defined activities and goals -ongoing/long-term; provisions related to excess

contribution & set-off, capital assets governance structure & responsibilities.

18. Internal controls:

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation of Section 134(5) of the Act, SEBI Regulations, 2015 and other relevant statutes applicable to your Company.

Your Company has well-documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs. The Internal Auditors continuously monitor the efficiency of the internal controls/compliance with the SOPs with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation''s risk management, control and governance processes.

For the year ended March 31, 2022, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and/ or improved controls wherever the effect of such gaps would have a material effect on your Company''s operation.

19. Risk management:

Your Company is exposed to risks across all levels and functions of the organisation. The Board has approved Enterprise Risk Management Policy (ERMP) to effectively address financial, operational, business, compliance and strategic risk. A structured enterprise risk management program has been formulated and implemented. Refer to the MDA Section in this Report for risks and threats applicable to your Company.

20. Corporate Governance:

The Company is committed to maintain the highest standards of corporate governance requirements as set out by SEBI. The Report on Corporate Governance as stipulated under SEBI Regulations, 2015 forms an integral part of this Report. The requisite Compliance Certificate is obtained from MNB & Co LLP, Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI Regulations 2015, is annexed to the Corporate Governance Report.

21. Management Discussion and Analysis Report (“MDA”):

The MDA Report on the operation of the Company as required under the SEBI Regulations, 2015, is provided in a separate section and forms part of this Report.

22. Vigil mechanism:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee.

23. Directors’ Responsibility Statement:

Pursuant to Sections 134(3)(c) & 134(5) of the Act, your Directors hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the FY 2021-22;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

24. Miscellaneous:

During the year, there was no change in the general nature of business of your Company. No material change or commitment has occurred

which would have affected the financial position of your Company between the end of the financial year to which the financial statements relate and the date of the report. No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company''s operations in future. No amount was required to be transferred to General Reserve. No share with differential rights was issued by your Company nor did your Company issue any equity share as sweat equity share. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, based on the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace, the Internal Complaints Committee for each location of your Company informed that no cases of sexual harassments were reported during the year under review. Your Company has not made any provision of money for the purchase of, or subscription for, shares of your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required. No fraud took place in the Company during the year and hence, no such reporting was made to the Audit Committee and the Board under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014. The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

25. Acknowledgements:

Your Directors thank the government authorities, financial institutions, banks, customers, suppliers, members, employees and other business associates of your Company, who through their continued support and co-operation, have helped as partners in your Company''s progress and achievement of its objectives.

For and on behalf of the Board of Directors

Balkrishan Goenka

July 27, 2022 Chairman

Mumbai DIN 00270175

---

Mar 31, 2021

Your Directors have pleasure in presenting the 36^th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2021.

1. Financial highlights:

'' Million
	Consolidated		Standalone
Particulars	2020-21	2019-20	2020-21	2019-20
Revenue from Operations (Net)	73,402	67,411	59,563	53,236
Other Income	678	951	832	431
Total Revenue	74,080	68,362	60,395	53,667
EBITDA	14,198	13,098	11,656	10,523
EBITDA Margins (%)	19	19	19	20
Finance Cost	1,975	1,777	1,014	948
Depreciation and amortization	4,536	4,811	3,301	3,881
Profit before exceptional items and tax and share of net profit of Associates	7,686	6,510	-	-
Share of net profit of Associates	1	0	-	-
Profit before exceptional items and tax	7,687	6,510	7,341	5,694
Exceptional items	0	(434)	-	(432)
Profit before tax	7,687	6,944	7,341	6,126
Tax Expense	2,179	1,700	2,074	1,377
Profit after taxation	5,508	5,244	5,267	4,749
Earnings per share (Basic & Diluted) (Nominal value per share '' 1)	5.37	5.05	5.24	4.73

2. Performance and Outlook:

During the year under review, your Company''s total revenue on standalone basis increased to '' 59,563 million, increase of 11.88% and on consolidated basis it increased to '' 73,402 million, a growth of 8.89% over the previous year. The EBITDA on standalone basis was '' 11,656 million i.e. 10.77% higher than last year and on consolidated basis was '' 14,198 million i.e. 8.40% higher than last year. Profit before exceptional items and tax was '' 7,341 million i.e. 28.93% higher than last year on standalone basis and it was '' 7,687 million i.e. 18.08% higher than last year on consolidated basis. Profit after tax (“PAT”) is '' 5,267 million i.e. 10.91% higher than last year on standalone basis and '' 5,508 million i.e. 5.03% higher than last year on consolidated basis. You may refer to ''Management Discussion & Analysis'' (“MDA”) Section of this Report for further details of your Company''s performance.

3. Dividend:

i. Dividend Distribution Policy:

The Board of Directors approved Dividend Distribution Policy of the Company, as required under Regulation 43A of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“SEBI Regulations 2015”). During the year, the Board amended Dividend Distribution Policy by changing basis of dividend amount from 25% of PAT for a financial year, on standalone basis to 25% of PAT for a financial year, on consolidated basis. Accordingly, the Board will endeavor to achieve distribution of 25% of PAT for a financial year, on consolidated basis, with equity shareholders. The Policy is attached as Annexure - 1 to this Report and it is also available on your Company''s website and the web link thereto is as given below.

www.welspunindia.com under the tab Investors -> Policies

ii. Dividend for Financial Year 2020-21:

The Board has recommended dividend of '' 0.15 per equity share for the Financial Year (“FY”) 2020-21, consequently cash outflow of '' 150.71 million i.e. 2.74% of consolidated PAT. Considering cash outflow of '' 2 billion on account of Buyback approved completed on July 14, 2021 along with dividend cash outflow of '' 150.71 million, payout to shareholders amounts to 39% of consolidated PAT.

4. Subsidiaries:

During the year FY2020-21, the Company''s subsidiary viz. Welspun USA, Inc. (WUSA) acquired 100% share capital of a company called TMG Americas LLP (“TMG”) in USA having real-estate residential unit in New York, USA. TMG''s residential unit will help smoothen travel planning of its business visitors and reduce lodging cost of WUSA.

A report on the performance and financial position of each of the subsidiary companies of your Company is included in the consolidated financial statement presented in Form AOC-1 attached as Annexure - 2 to this Report. Your Company''s policy on Material Subsidiary as approved by the Board is hosted on your Company''s website and the web link thereto is as given below.

www.welspunindia.com under the tab Investors -> Policies

5. Auditors and Auditors’ Report:

i. Statutory Auditors:

Your Company''s Auditors, S R B C & CO LLP, who were appointed up to the conclusion of the 37^th Annual General Meeting, have given their consent to continue to act as the Statutory Auditors of your Company for the remaining tenure. Members have at the 33^rd Annual General Meeting ratified the appointment of the Auditors for the remaining tenure i.e. upto the 37^th Annual General Meeting. The Auditors are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

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

'' million
Financial Year	Total Dividend (%)	Cash Outflow (including DDT for 2019-20 and 2018-19)
2020-21	15%	151
2019-20	100%	1,211
2018-19	30%	363

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

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part during the financial year under Report is '' 36.31 million.

ii. Cost Auditors:

As per Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has reappointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your Company for FY 2021-22 on the recommendations made by the Audit Committee.

Members are requested to ratify their remuneration by passing an ordinary resolution in the forthcoming Annual General Meeting.

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

iii. Secretarial Auditor:

The Secretarial Audit Report for FY 2020-21 is attached herewith as Annexure - 3 to this Report. As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Secretarial Audit Report for FY 2020-21 of Welspun Global Brands Limited, material unlisted subsidiary company is also attached under Annexure-3.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed MNB & Co. LLP, Practicing Company Secretaries, as the Secretarial Auditor of your Company for the FY 2021-22.

6. Disclosure of Shares held in suspense account:
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	Number of shareholders who approached issuer for transfer of shares from suspense account during the year	Number of shareholders to whom shares were transferred from suspense account during the year	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	Remarks
No of No of Holders Shares	No of No of Holders Shares	No of No of Holders Shares	No of No of Holders Shares
*833 334,570	8 940	8 940	825 333,630	*Multiple folios of single shareholder have been consolidated into one folio for each of such shareholder

7. Listing with the Stock Exchanges:

Your Company''s equity shares are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Annual listing fees for the FY 2021-22 have been paid to NSE and BSE. The unsecured Commercial Papers outstanding as at March 31, 2021 are listed on the National Stock Exchange of India and the details are as given below:

Subscriber’s Name	ISIN	Maturity value (?)	Maturity Units	Issue date	Maturity date	CP Outstanding on 31.03.2021 (?)
HDFC Bank Ltd	INE192B14505	50,00,00,000/-	1000	27-Nov-20	27-May-21	50,00,00,000/-
HDFC Bank Ltd	INE192B14513	50,00,00,000/-	1000	30-Dec-20	28-Jun-21	50,00,00,000/-
KOTAK MF	INE192B14521	50,00,00,000/-	1000	05-Mar-21	03-Jun-21	50,00,00,000/-

8. Finance:

i. Credit Rating:

During the year, CARE Ratings Limited (''CARE'') has reaffirmed your Company''s long term credit rating of ''AA'' and short term credit rating of ''A1 ''. India Ratings & Research, a Fitch Group company, has upgraded your Company''s long-term issuer rating from ''IND AA-/Stable'' to ''IND AA/Stable'' and reaffirmed short-term credit rating of ''IND A1 ''.

ii. Deposits:

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

9. Board of Directors:

Your Company''s Board comprises of mix of executive and non-executive directors with considerable experience and expertise across a range of fields such as finance, accounts, marketing, brand building, general management and strategy. Except the independent directors, all other directors are liable to retire by rotation as per the provisions of the Act. It is confirmed that, except for Balkrishan Goenka and Ms. Dipali Goenka who are husband and wife, there is no relationship between the directors inter-se. The details of the directors, their meetings held during

the year and the extracts of the Nomination and Remuneration Policy has been given in the Corporate Governance Report, which forms part of this Report.

i. Changes in Directors and Key Managerial Personnel:

During the year, there was no change in Board of Directors.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of your Company, Ms. Dipali Goenka (holding Director Identification Number 00007199) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for her re-appointment.

Details about director being appointed or re-appointed are given in the Notice of the forthcoming Annual General Meeting.

ii. Declaration by an Independent Director(s):

Your Company has received declarations from all the independent directors as per the provisions of Section 149(7) of the Act confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Act and that there is no change in the circumstances as on

the date of this Report which may affect their respective status as an independent director.

Your Board confirms that in its opinion the independent directors fulfill the conditions prescribed under the SEBI (LODR), 2015 and they are independent of the management. All the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs (“11CA”), Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013.

iii. Directors’ Evaluation:

Background:

Nomination and remuneration committee has laid down the criteria for evaluation of performance of the Board, its committees and the directors.

In compliance with Sections 134, 178 of, and Paras II, V and VIII of Schedule IV to, the Act and Regulation 17 of Para A of Part D of Schedule II to SEBI Regulations 2015,

the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its Committees and Directors. The evaluation process invited graded responses to a structured questionnaire, which was largely in line with the SEBI Guidance Note on Board Evaluation, for each aspect of the evaluation. All the results were satisfactory.

Mode of evaluation:

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

Further, meeting of independent directors was conducted to review the performance of the Board as a whole and that of nonindependent directors.

Results:

The evaluation results were discussed at the meeting of Board of Directors, Committees and the Independent Directors meeting. The Directors were satisfied with the overall corporate governance standards, Board performance and effectiveness.

Key parameters
Board of Directors	• Board structure and composition • Board meeting practices (agenda, frequency, duration) • Functions of the Board (Strategic direction etc.) • Quantity, quality & timeliness of information • Board culture and effectiveness • Functioning of Board Committees • Director induction and development programs
Board Committee	• Composition, roles & responsibilities and effectiveness of the committee • Meeting structure and information flow • Contributions to Board decisions
Independent directors	• Independence from company (no conflict of interest) • Independent views and judgement • Objective contribution to the Board deliberations
Chairperson	• Promote effective decision-making • Encourage high quality of constructive debate • Open-minded and listening to the members • Effectively dealing with dissent and work constructively towards consensus • Shareholders'' interest supreme while taking decisions
Executive Directors	• Relevant expertise and commitment • Performance vis-a-vis business budget, peers • Dealing with challenges • Developing leaders

Board of Directors
Parameters with high evaluation scores: • Well informed decision-making process and considers interest of all stakeholders • In-depth understanding about key performance drivers, risks and opportunities • Strong oversight on quality of financial reporting process & internal financial controls • Constructive Board culture • Regular monitoring of actions taken on key decisions	Key focus areas: • Induction & Continuous training for Independent Directors [Action plan: comprehensive induction toolkit shall be developed for new directors and periodic re-assessment of training needs] • Enhance governance over succession plan within the organization [Action plan: Successor readiness dashboard and progress update to be shared with NRC at regular intervals.] • Strive to balance time spent between strategic matters and day-to-day responsibilities • Formally define/ document roles & responsibilities of the Board and Committees [Action plan: Board Charter, AC Charter, NRC Charter, ESG & CSR Committee charters have been developed]
Board Committees
Parameters with high evaluation scores: • Strong oversight on financial reporting process, internal financial controls, compliance with related party transaction regulations and reporting to Board on key control gaps • Performance monitoring of subsidiaries • Effective in advising senior executives	Key focus areas: • Higher time to discuss CSR issues and interaction with operating management on CSR matters

Ms. Anisha Motwani and Ms. Dipali Goenka as members of the Committee. Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship, Share Transfer and Investor Grievance Committee, ESG & CSR Committee, Risk Management Committee and meetings of those committees held during the year is given in the Corporate Governance Report forming part of this Report.

vi. During the year, the Board did not appoint any independent director.

10. Loans, Guarantees and Investments:

Information of amounts of investments made, loans given, guarantees given and security provided by your Company as on March 31, 2021 is as given under:

'' million
Particulars	Amount
Investments	14,113.09
Loans / Receivables	-
Guarantees	23,087.88
Security	-
Total	37,200.97

Key actions taken as a result of previous years evaluation:

• Separate presentation by each business vertical CEOs to the Board

• Formal and dedicated agenda for briefing by Committee Chairperson to the Board on key updates from Committee meetings

iv. Familiarization program for Independent Director(s):

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

The policy on Company''s familiarization programme for Independent Directors is hosted on your Company''s website and a web link thereto is as given below:

www.welspunindia.com under the tab Investors -> Policies

v. Committees of the Board of Directors:

During the year, your Company''s Board promoted the Corporate Social Responsibility Committee as ESG & CSR Committee and strengthened its composition by appointing Arun Todarwal as Chairman and

Corporate guarantees of GBP 2 million and GBP 8.51 million were issued, to Bank of Baroda, UK and Barclay''s Bank respectively, by the Company to secure repayment of working capital facilities availed by CHT Holdings Limited, a subsidiary of your Company.

Similarly, the Company has issued guarantee of '' 5 billion in favour of consortium of Bankers led by State Bank of India (“the Consortium”) to secure

repayment of working capital facilities extended by the Consortium to Welspun Global Brands Limited (“WGBL”), a subsidiary of your Company. Additionally, the Company has issued guarantee of '' 615 million in favour of Citibank N.A., '' 900 million in favour of Axis Bank Limited and '' 335 million in favour of Citi Bank to secure repayment of working capital facilities.

The Company has issued guarantees of '' 8.15 billion in favour of the lenders of Welspun Flooring Limited (“WFL”), a wholly owned subsidiary of your Company to secure repayment of facilities extended by those lenders to WFL and '' 1.56 billion in favour of Exim Bank Limited to secure term loan facility. The Company issued a guarantee of '' 1.20 billion to security trustee of consortium of lenders to WFL consisting of Bank of Baroda and HDFC Bank. Additionally, the Company has issued guarantee of '' 500 million in favour of HDFC Bank, '' 200 million in favour of Axis Bank Limited and '' 750 million in favour of HDFC Bank Limited to secure working capital facilities availed by WFL. Further, the Company has issued guarantee of '' 750 million in favour of IDFC First Bank Limited to secure capex facility of WFL.

Your Company''s Board has authorized issue of guarantees of amounts upto '' 1.40 billion to Customs Authorities to secure fulfilment of export obligations of Welspun Advanced Materials (India) Limited (“WAMIL”), a wholly owned subsidiary of your Company. Additionally, the Company has issued guarantee in favour of Catalyst Trusteeship

Limited to secure term loan facility for an amount of '' 2.48 billion.

Disclosures pursuant to the Regulation 34(3) read with Para A of Schedule V of SEBI Regulations, 2015 is given at Note No. 37 of the audited financial statements.

11. Particulars of contracts orarrangements with related parties:

All related party transactions that were entered into during the year under report were on an arm''s length basis and were in the ordinary course of business, to serve mutual needs and mutual interest. Except for contracts with WGBL and WCPGL, subsidiaries of your Company, there were no materially significant related party transactions made by your Company. The Audit Committee has given its omnibus approval which is valid for one financial year. Your Company''s policy on Related Party Transactions as approved by the Board is hosted on your Company''s website and a web link thereto is as given below:

www.welspunindia.com under the tab Investors -> Policies

Disclosures as required under the Act are given in Form AOC-2 as Annexure - 4 to this Report.

The details of the related party transactions as required under IND-AS 24 are set out in Note 30(ii) to the Standalone financial statements forming part of this Report.

12. Details of Remuneration to Directors and Key Managerial Personnel:

i. Details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) the ratio of the remuneration of each Executive Director and Key Managerial Personnel to the median remuneration of the employees of your Company for FY 2020-21 is as given below:

Name and Designation	Remuneration ('' million)	The percentage increase in remuneration	The ratio of the remuneration to the median remuneration of the employees (No. of times)
Rajesh Mandawewala Managing Director	91.15	16.22	559
Ms. Dipali Goenka CEO and Joint Managing Director	101.18	14.76	621
Sanjeev Sancheti Chief Financial Officer	* 14.62		90
Altaf Jiwani Chief Financial Officer	@ 5.19	- @	- @
Shashikant Thorat Company Secretary	3.95	(20.68)	24
* Joined with effect from July 2, 2020

(b) The percentage increase in the median remuneration of employees in FY 2020-21 was 1.70%.

(c) Your Company had 20,430 permanent employees on its payroll as on March 31, 2021.

(d) Average percentage increase in the salaries of employees other than the managerial personnel in FY 2020-21 was NIL. The managerial remuneration increased by 1.53% as a result of increase in Commission payable to Managing Directors and CEO & Joint Managing Director.

The key parameters for any variable component of remuneration availed by the directors are as per the Nomination and Remuneration Policy. We affirm that the remuneration is as per the Nomination and Remuneration Policy of your Company.

ii. Details of the employees of your Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Name, Designation, Age, DOJ, Current Gross Salary ('' million), Qualification, Previous Company, Nature of Employment, % of Equity Shares held in the Company, Relative of any Director/ Manager of the Company

Altaf Jiwani, Head - Group Executive Office, 54, 02.02.2015, 29.04, B.Tech., MMS, RPG Group, Permanent, 0, No; Amarsinh Dhanwade, Vice President, 42, 20.08.2018, 16.77, MBA, PGDM, L''Oreal, Permanent, 0, No; Amit Mittal, Senior Vice President -Global Sourcing, 45, 18.02.2019, 5.27, MBA, Indo Count Industries Limited, Permanent, 0, No (Former employee); Ashok Kumar Joshi, Executive Director* & Business Head

- Operations, 61, 02.07.2013, 24.71 B.TECH, Donear Industries Limited, Permanent, 0, No; Atul Goel, Senior Vice President, 46, 18.11.2019, 1.36, B.Tech. (Textiles), Trident Limited, Permanent, 0, No (Former employee); Cherian Thomas, President -Advanced Textiles, 50, 02.12.2019, 13.44, B.E. (Mechanical), MBA, Frigoglass, Permanent, 0, No; Chintan Thaker, Senior Vice President -Corporate Affairs and Strategic Planning Cell, 43, 01.04.2003, 10.11, B.Sc., MBA (Marketing), Gujarat Infra Limited, Permanent, 0, No; Dinesh Jain, President - Finance & Accounts, 63, 12.06.2004, 5.81, FCA, Bhilwara Spinners Limited, Permanent, 0.05, No (Former employee); Dipali Goenka, CEO & Joint Managing Director, 51, 01.04.2013, 101.18, B.A. (Psychology), N.A., Contractual, 0.07, Yes; Harsh Vardhan Jajoo, President - MD Office, 51, 14.01.2021, 1.37, CA, Canpack India Private Limited, Permanent, 0, No (Former employee); Kaustubh Sonalkar, Director*

- HCGA, 49, 07.12.2020, 14.93, MBA, Essar Group, Permanent, 0, No; Puesh Ajmani, Senior Vice President - IT, 42, 25.08.2020, 7.35, MBA, PGDM, Square Panda Inc., Permanent, 0, No; Rahul Shandilya, President

- Group IT, 50, 08.04.2019, 16.52, B.E., PGDM, Mahindra Group, Permanent, 0, No; Rajendra Mehta, President - HCGA, 51, 19.05.2020, 10.51, MBA, Synergy Capital, Permanent, 0, No; Rajesh Mandawewala, Managing Director, 59, 01.12.1985, 91.15, CA, N.A., Contractual, 0, No; Rajesh Padmanbhan, Director*-HCGA,

59, 01.02.2016, 77.61, MBA (Finance, HR), Vedanta Group, Permanent, 0, No (Former employee); Sanjay Kanungo, President -Vapi Operations, 53, 23.01.2017, 11.32, B.E. (Mechanical), Trident Limited, Permanent, 0, No; Sanjeev Sancheti, Chief Financial Officer, 53, 02.07.2020, 14.62, CA, SREI Infrastructure Finance Limited, Permanent, 0, No.

* Not a member of the Board.

iii. Ms. Dipali Goenka, CEO & Joint Managing Director, who is receiving remuneration and commission from your Company, receives '' 30 million as remuneration (including variable pay) and commission of 2% of profits also from WGBL, a subsidiary of your Company.

iv. Details of managerial remuneration and payments to other directors is given in the Annual Return.

13. Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at www.welspunindia.com under the tab Shareholders Information -> Annual Return FY 20-21.

14. Business Responsibility Report (BRR):

SEBI vide Notification No. SEBI/LAD-NRO/ GN/2015-16/27 dated December 22, 2015 had mandated top 500 listed entities, based on market capitalization, to include BRR in the annual report. Since the Company is one of the top 500 listed entities, it is pleased to present its 5^th BRR for the FY 2020-21 as per SEBI Circular No. CIR/CFD/ CMD/10/2015 dated November 04, 2015 which is a part of this Annual Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is attached as Annexure - 5 to this Report.

16. Corporate Social Responsibility (CSR):

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

The CSR Policy of your Company as approved by the Board of Directors, is hosted on your Company''s website and a web link thereto is as given below: www.welspunindia.com under the tab Investors -> Policies

The initiatives undertaken by your Company during FY 2020-21 in CSR have been detailed in this Report. Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - 6 to this Report.

17. Internal controls:

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation of Section 134(5) of the Act, SEBI Regulations, 2015 and other relevant statutes applicable to your Company.

Your Company has well-documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs. The Internal Auditors continuously monitor the efficiency of the internal controls / compliance with the SOPs with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation''s risk management, control and governance processes.

For the year ended March 31, 2021, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect on your Company''s operation.

18. Risk management:

Your Company is exposed to risks across all levels and functions of the organisation. The Board has approved Enterprise Risk Management Policy (ERMP) to effectively address financial, operational, business, compliance and strategic risk. A structured enterprise risk management program has been formulated and implemented. Refer to the MDA Section in this Report for risks and threats applicable to your Company.

19. Corporate Governance:

The Company is committed to maintain the highest standards of corporate governance requirements as set out by SEBI. The Report on Corporate Governance as stipulated under SEBI Regulations, 2015 forms an integral part of this Report. The requisite Compliance Certificate is obtained from Uday Sohoni, Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI Regulations 2015, is annexed to the Corporate Governance Report.

20. Management Discussion and Analysis Report:

The MDA Report on the operation of the Company as required under the SEBI Regulations, 2015, is provided in a separate section and forms part of this Report.

21. Vigil mechanism:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee.

22. Directors’ Responsibility Statement:

Pursuant to Sections 134(3)(c) & 134(5) of the Act, your Directors hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the FY 2020-21;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

of, or subscription for, shares of your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required. No fraud took place in the Company during the year and hence, no such reporting was made to the Audit Committee and the Board under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014. The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

24. Acknowledgements:

Your Directors thank the government authorities, financial institutions, banks, customers, suppliers, members, employees and other business associates of your Company, who through their continued support and co-operation, have helped as partners in your Company''s progress and achievement of its objectives.

For and on behalf of the Board of Directors Balkrishan Goenka

July 28, 2021 Chairman

Mumbai DIN 00270175

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

23. Miscellaneous:

During the year, there was no change in the general nature of business of your Company. No material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year to which the financial statements relate and the date of the report. No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company''s operations in future. No amount was required to be transferred to General Reserve. No share with differential rights was issued by your Company nor did your Company issue any equity share as sweat equity share. There were no stock options outstanding during the FY 2020-21. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, based on the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace, the Internal Complaints Committee for each location of your Company informed that no cases of sexual harassments were reported during the year under review. Your Company has not made any provision of money for the purchase

---

Mar 31, 2019

The Directors have pleasure in presenting the 34^th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2019.

1. FINANCIAL HIGHLIGHTS:

Rs. Million

Particulars	consolidated		Standalone
	FY 2018-19	FY 2017-18	FY 2018-19	FY 2017-18
Revenue from Operations	65,266	60,506	53,953	49,959
Other Income	818	812	830	556
Total Revenue	66,084	61,318	54,783	50,514
EBITDA	11,467	12,046	8,779	9,492
EBITDA Margin (%)	17.35	19.65	16.02	19.00
Finance Cost	1,593	1,408	925	880
Depreciation and amortization	4,358	5,042	4,015	4,673
Profit before exceptional items and tax	5,516	5,597	3,839	3,939
Exceptional items	(2,647)	0	(2,080)	0
Profit before tax	2,869	5,597	1,759	3,939
Tax Expense	607	1,615	341	898
Profit for the year	2,262	3,982	1,418	3,041
Earnings per share (Basic & Diluted)	2.09	3.83	1.41	3.03

2. PERFORMANCE AND OUTLOOK:

During the year under review, your Company’s total revenue on standalone basis increased to Rs. 53,953 million, a growth of 7.99% and on consolidated basis it increased to Rs. 65,266 million, a growth of 7.87% over the previous year. The EBITDA on standalone basis was Rs. 8,779 million i.e. 7.51% lower than last year and on consolidated basis was Rs. 11,467 million i.e. 4.81% lower than last year. EBITDA margin was lower due to immediate impact of sharp rupee depreciation via-a-vis US$ on input costs whereas the impact of rupee depreciation on revenue was deferred due to currency hedges. The Company has been consistently following the forex hedging policy to cover 50% to 60% of net receivables in forward market on rolling 12 months basis. Profit before exceptional items and tax was Rs. 3,839 million i.e. 2.54% lower than last year on standalone basis and it was Rs. 5,516 million i.e. 1.45% lower than last year on consolidated basis. Exceptional items, in standalone results is towards provision relating to settlement of putative class action suits in the US and in consolidated results it includes the aforesaid provision as well as provision towards restructuring of one of its subsidiaries in the UK. Accordingly, exceptional item aggregating to Rs. 324.65 millions for the year ended March 31, 2019, represents costs in relation to the closure of specific stores, inventory impairment associated with the closures and severance. Profit after tax (“PAT”) is Rs. 1,418 million i.e. 53.37 % lower than last year on standalone basis and Rs. 2,262 million i.e. 43.19% lower than last year on consolidated basis. You may refer to ‘Management Discussion & Analysis’ (“MDA”) Section of this Report for further details of your Company’s performance.

3. DIVIDEND:

i. Dividend Distribution Policy:

The Board of Directors approved Dividend Distribution Policy of the Company, as required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations 2015”). The Board will endeavor to achieve distribution of 25% of PAT for a financial year, on standalone basis, with equity shareholders (including by way of dividend and Dividend Distribution Tax thereon). The Policy is attached as Annexure - 1 to this Report and it is also available on your Company’s website and the web link thereto is as given below.http://www.welspunindia.com/policy/WIL-Dividend%20Distribution%20Policy.pdf

ii. Dividend for Financial Year 2018-19:

Considering your Company’s performance during the Financial Year (“FY”) 2018-19, the Board of Directors has recommended, for approval of the members, a dividend of Rs. 0.30 per share (face value of Rs. 1 per share) for FY 2018-19. The dividend, if approved by the members, would result in cash outflow of Rs. 363.39 million including Dividend Distribution Tax (“DDT”) i.e. 25.6% of standalone PAT.

Dividend will be paid to those members, who will hold shares on the last day of book-closure i.e. July 17, 2019.

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

Rs. Million

Financial	Total Dividend	Cash Outflow
Year	(%)	(including DDT)
2017-18	65%	787
2016-17	65%	786
2015-16	130%	1,558

4. SUBSIDIARIES:

During the year, the Company’s subsidiary in USA promoted TILT Innovations, Inc. with an objective to develop smart home-textile solutions. The Company formed a wholly owned subsidiary viz. Welspun Advanced Materials Limited, incorporated in India, with an objective to explore undertaking advanced textile project on a greater scale with focused management.

A report on the performance and financial position of each of the subsidiary companies of your Company is included in the consolidated financial statement presented in Form AOC-1 attached as Annexure - 2 to this Report. Your Company’s policy on Material Subsidiary as approved by the Board is hosted on your Company’s website and the web link thereto is as given below.

http://www.welspunindia.com/policy/material_subsidiary_policy.pdf

5. SCHEME OF AMALGAMATION:

The shareholders and creditors of the Company have on March 08, 2019 approved the Scheme of Amalgamation, presented under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“the Act”) and the rules and regulations made thereunder, of Prasert Multiventure Private Limited (holding company of Welspun India Limited) (“Transferor Company / PMPL”) with your Company (“Transferee Company / WIL”) and their respective shareholders and creditors (“the Scheme”). The Hon’ble National Company Law Tribunal (“NCLT”), Ahmedabad Bench vide its order dated May 10, 2019 sanctioned the Scheme. The Scheme has become effective on May 21, 2019, being the date of filing e-form INC-28 with the Ministry of Corporate Affairs. Pursuant to the Scheme becoming effective, all the assets and liabilities of PMPL as on the Appointed Date of October 08, 2018 stood transferred to your Company. The existing equity shares held by PMPL in your Company shall be cancelled and in consideration thereof 679,078,913 fully paid up equity share of Re. 1 each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of the Transferor Company in proportion to their holding in the Transferor Company. Further, pursuant to the Scheme, the authorized share capital of the Company stood increased to Rs. 155.55 Crore due to combination of the authorized share capital of the Transferor Company. Upon effectiveness of the Scheme, the promoters would continue to hold the same percentage of shares in your Company, pre and post the amalgamation and there will be no increase or decrease in the promoter shareholding of your Company.

6. AUDITORS AND AUDITORS’ REPORT:

i. Statutory Auditors:

Your Company’s Auditors, S R B C & CO LLP, who were appointed up to the conclusion of the 37^th Annual General Meeting, have given their consent to continue to act as the Statutory Auditors of your Company for the remaining tenure. Members have at the 33^rd Annual General Meeting ratified the appointment of the Auditors for the remaining tenure i.e. upto the 37^th Annual General Meeting.. The Auditors are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

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

ii. Cost Auditors:

As per Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has reappointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your Company for FY 2019-20 on the recommendations made by the Audit Committee.

Members are requested to ratify their remuneration by passing an ordinary resolution in the forthcoming Annual General Meeting.

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

iii. Secretarial Auditor:

The Secretarial Audit Report for FY 2018-19 is attached herewith as Annexure - 3 to this Report.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Uday Sohoni, Practicing Company Secretary, as the Secretarial Auditor of your Company for the FY 2019-20.

7. SHARE CAPITAL & LISTING:

During the year, no share with differential rights was issued by your Company nor did your Company issue any equity share as sweat equity share. There were no stock options outstanding during the FY 2018-19.

8. DISCLOSURE OF SHARES HELD IN SUSPENSE ACCOUNT:

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	number of shareholders who approached issuer for transfer of shares from suspense account during the year	Number of shareholders to whom shares were transferred from suspense account during the year	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	Remarks
No of No of Holders Shares	No of No of Holders Shares	No of No of Holders Shares	No of No of Holders Shares
3,831 1,354,060	4 4,240	2,345 1,019,040	1,486 335,020	During the year, 1,014,800 equity shares held by 2,341 shareholders were transferred to Investor Education and Protection Fund in accordance with provisions of Section 124(6) of the Act. The voting rights on these shares shall remain frozen until the shares have been claimed by and transferred to the rightful owner.

9. LISTING WITH THE STOCK EXCHANGES:

Your Company’s equity shares are listed on The National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). Annual listing fees for the FY 2019-20 have been paid to NSE and BSE.

10. FINANCE:

i. Credit Rating:

During the year, CARE Ratings Limited (‘CARE’) has reaffirmed your Company’s long term credit rating of AA’ and short term credit rating of A1 ’. India Ratings & Research, a Fitch Group company, has reaffirmed your Company’s long-term issuer rating of ‘IND AA-/Stable’ and short-term credit rating of ‘IND A1 ’.

ii. Deposits:

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

11. BOARD OF DIRECTORS:

Your Company’s Board comprises of mix of Executive and Non-Executive Directors with considerable experience and expertise across a range of fields such as finance, accounts, legal, marketing, brand management, general management and strategy. Except the nominee appointed by IDBI Bank and the independent directors, all other directors are liable to retire by rotation as per the provisions of the Act. It is confirmed that, except for Balkrishan Goenka and Ms. Dipali Goenka who are husband and wife, there is no relationship between the directors inter-se. The details of the Directors, their meetings held during the year and the extracts of the Nomination and Remuneration Policy has been given in the Corporate Governance Report, which forms part of this Report.

i. Changes in Directors and Key Managerial Personnel:

During the year, IDBI Bank Limited, lender to the Company, withdrew its nomination of Ms. Padma Betai (holding Director Identification Number 00937921) from the Board of the Company and nominated Shalil Awale (holding Director Identification Number 06804536) in her place.

During the year, Ram Gopal Sharma (Late) (who was holding Director Identification Number 00026514) resigned as a director on October 22, 2018. On October 22, 2018, the Board appointed, subject to shareholders’ approval, Ms. Anisha Motwani (who is holding Director Identification Number 06943493) as an independent director. Shareholders of the Company, by way of a resolution passed by way of postal ballot, results of which were announced on March 28, 2019, have approved the following:

(i) Re-appointment of Arun Todarwal (holding Director Identification Number 00020916) as independent director for the second consecutive term commencing from April 01, 2019 upto March 31, 2024;

(ii) Re-appointment of Arvind Kumar Singhal (holding Director Identification Number 00709084) as independent director for the second consecutive term commencing from April 01, 2019 upto March 31, 2024;

(iii) Appointment of Ms. Anisha Motwani as an independent director for a period of three years from October 22, 2018 to October 21, 2021.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of your Company, Rajesh Mandawewala (holding Director Identification Number 00007179) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for his re-appointment. Tenure of Pradeep Poddar (holding Director Identification Number 00025199), independent director of the Company is expiring on September 14, 2019. He is proposed to be re-appointed for a second term of three years.

Details about the directors being appointed or re-appointed are given in the Notice of the forthcoming Annual General Meeting.

ii. Declaration by an independent Director(s):

Your Company has received declarations from all the Independent Directors as per the provisions of Section 149(7) of the Act confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149(6) of the Act and that there is no change in the circumstances as on the date of this Report which may affect their respective status as an Independent Director.

iii. Directors’ Evaluation:

In compliance with the Act and SEBI Regulations 2015, the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its Committees and Directors. The evaluation process invited graded responses to a structured questionnaire, which was largely in line with the SEBI Guidance Note on Board Evaluation, for each aspect of the evaluation. All the results were satisfactory.

iv. Familiarization program for independent Director(s):

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

The policy on Company’s familiarization programme for Independent Directors is hosted on your Company’s website and a web link thereto is as given below:

http://www.welspunindia.com/policy/familiarisation_program.pdf.

v. Committees of the Board of Directors:

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders’ Relationship, Share Transfer and Investor Grievance Committee, the Corporate Social Responsibility Committee, Risk Management Committee and meetings of those committees held during the year is given in the Corporate Governance Report forming part of this Report.

12. LOANS, GUARANTEES AND INVESTMENTS:

Information of amounts of investments made, loans given, guarantees given and security provided by your Company as on March 31, 2019 is as given under:

Rs. Million

Particulars	Amount
Investments	10,790.70
Loans / Receivables	-
Guarantees	19,900.31
Security	-
Total	30,691.01

Corporate Guarantee of Rs. 2.20 billion was given to holders of non-convertible debentures (NCDs) issued by Welspun Captive Power Generation Limited (“WCPGL”), a subsidiary of your Company. Proceeds of NCDs were used by WCPGL in refinancing loan of equivalent amount which was availed for setting up of captive power plant. In previous years, WCPGL has redeemed NCDs of principal amount of Rs. 1.32 billion and NCDs of Rs. 880 million are outstanding which are redeemable on May 30, 2019. Corporate guarantees of GBP 4.25 million and GBP 8.51 million were issued, to Bank of Baroda, UK and Barclay’s Bank respectively, by the Company to secure repayment of working capital facilities availed by CHT Holdings Limited, a subsidiary of your Company. Similarly, the Company has issued guarantee of Rs. 5 billion in favour of consortium of Bankers led by State Bank of India (“the Consortium”) to secure repayment of working capital facilities extended by the Consortium to Welspun Global Brands Limited (“WGBL”), a subsidiary of your Company.

Additionally, the Company has issued guarantee of Rs. 400 million in favour of ICICI Bank to secure repayment of working capital facilities. The Company has issued guarantees of Rs. 8.15 billion in favour of the lenders of Welspun Flooring Limited (“WFL”), a wholly owned subsidiary of your Company to secure repayment of facilities extended by those lenders to WFL. Additionally, the Company has issued guarantee of Rs. 3 billion in favour of IndusInd Bank Limited to secure term loan facility availed by WFL. Disclosures pursuant to the Regulation 34(3) read with Para A of Schedule V of SEBI Regulations, 2015 is given at Note No. 37 of the audited financial statements.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the year under report were on an arm’s length basis and were in the ordinary course of business, to serve mutual needs and mutual interest. Except for contracts with WGBL and WCPGL, subsidiaries of your Company, there were no materially significant related party transactions made by your Company. The Audit Committee has given its omnibus approval which is valid for one financial year. Your Company’s policy on Related Party Transactions as approved by the Board is hosted on your Company’s website and a web link thereto is as given below:

http://www.welspunindia.com/policy/related_party_transaction_policy.pdf.

Disclosures as required under the Act are given in Form AOC-2 as Annexure - 4 to this Report.

The details of the related party transactions as required under IND-AS 24 are set out in Note 30(ii) to the Standalone financial statements forming part of this Report.

14. DETAILS OF REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) the ratio of the remuneration of each Executive Director and Key Managerial Personnel to the median remuneration of the employees of your Company for FY 2018-19 is as given below:

Rs. Million

Name and Designation	Remuneration (Rs. Million)	The percentage increase in remuneration	The ratio of the remuneration to the median remuneration of the employees (No. of times)
Rajesh Mandawewala Managing Director	32.29	(42.33%)	221.94
Ms. Dipali Goenka CEO and Joint Managing Director	34.73	(35.31%)	238.71
Altaf Jiwani Chief Financial Officer	28.50	(2.70%)	195.89
Shashikant Thorat Company Secretary	4.39	8.66%	30.17

(b) The percentage increase in the median remuneration of employees in FY 2018-19 was 2.35%.

(c) Your Company had 21,514 permanent employees on its payrolls as on March 31, 2019.

(d) Average percentage increase in the salaries of employees other than the managerial personnel in FY 2018-19 was 8%. The managerial remuneration decreased by 38.89% as a result of decrease in Commission payable.

The key parameters for any variable component of remuneration availed by the directors are as per the Nomination and Remuneration Policy. We affirm that the remuneration is as per the Nomination and Remuneration Policy of your Company.

ii. Details of the employees of your Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Name, Designation, Age, DOJ, Current CTC (Rs. Million), Qualification, Previous Company, Nature of Employment, % of Equity Shares held in the Company, Relative of any Director/ Manager of the Company Altaf Jiwani, Chief Financial Officer, 51, 02.02.2015, 28.50, B.TECH, MMS, RPG Group, Permanent, 0, No; Amarsinh Dhanwade, Vice President, 42, 20.08.2018, 15.60, MBA, PGDM, L’Oreal, Permanent, 0, No; Ashok Kumar Joshi, Executive Director* & Business Head - Operations, 58, 02.07.2013, 25.22, B.TECH, Donear Industries Limited, Permanent, 0, No; Bhavin Purohit (Resigned during the year), Senior Vice President - IT, 43, 16.08.2017, 15.50, MBA, B.E., Arvind Limited, Permanent, No; Chintan Thaker, Senior Vice President - Corporate Affairs and Strategic Planning Cell, 41, 01.04.2003, 10.47, B.Sc., MBA (Marketing), N.A., Permanent, Dipali Goenka, CEO & Joint Managing Director, 48, 01.04.2013, 34.73, B.A. (Psychology),N.A., Contractual, 0.07, Yes; Laxmi Narain Kaushik, Director* & Business Head -Operations, 52, 16.07.2018, 14.99, M.Tech., Spentex Industries Limited, Permanent, 0, No, Milind Hardikar, Executive Director* - Advanced Textile, 58, 24.04.2012, 22.50, BE (Mech), MMS, Arvind Limited, Permanent, 0, No; Rajesh Mandawewala, Managing Director, 55, 01.12.1985, 32.29, CA, N.A., Contractual, 0, No; Rajesh Padmanbhan, Director*-HCGA, 57, 01.02.2016, 39.42, MBA (Finance/HR), Vedanta Group, Permanent, 0, No.

* Not a member of the Board.

iii. Ms. Dipali Goenka, CEO & Joint Managing Director, who is receiving remuneration and commission from your Company, receives Rs. 25.20 million as remuneration (including variable pay) and commission of 2% of profits also from WGBL, a subsidiary of your Company.

iv. Details of managerial remuneration and payments to other directors are given in the Corporate Governance Report forming part of this Report.

15. EXTRACT OF THE ANNUAL RETURN:

An extract of the annual return in Form MGT-9 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure - 5 to this Report and is also available on website of the Company at weblink given below:http://www.welspunindia.com/investors_uploads/%20Annual%20Return.pdf

16. BUSINESS RESPONSIBILITY REPORT (BRR):

SEBI vide Notification No. SEBI/LAD-NRO/ GN/2015-16/27 dated December 22, 2015 had mandated top 500 listed entities, based on market capitalization, to include BRR in the annual report. Since the Company is one of the top 500 listed entities, it is pleased to present its 3rd BRR for the FY 2018-19 as per SEBI Circular No. CIR/CFD/CMD/10/2015 dated November 04, 2015 which is hosted on your Company’s website and a web link thereto is as given below:http://www.welspunindia.com/environment_management/BusinessResponsibiliyReport_2018-19.pdf

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is attached as Annexure - 6 to this Report.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The key philosophy of all CSR initiatives of the Company is enshrined in the three E’s which have become guiding principles of the CSR initiatives

- Education, Empowerment (of Women) and Environment & Health.

The CSR Policy of your Company as approved by the Board of Directors, is hosted on your Company’s website and a web link thereto is as given below: http://www.welspunindia.com/policy/csr_policy.pdf

The initiatives undertaken by your Company during FY 2018-19 in CSR have been detailed in this Report. Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - 7 to this Report.

19. INTERNAL CONTROLS:

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation of Section 134(5) of the Act, SEBI Regulations, 2015 and other relevant statutes applicable to your Company

Your Company has well-documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs. The Internal Auditors continuously monitor the efficiency of the internal controls / compliance with the SOPs with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation’s risk management, control and governance processes.

For the year ended March 31, 2019, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect on your Company’s operation.

20. Risk MANAGEMENT:

Your Company is exposed to risks across all levels and functions of the organisation. The Board has approved Enterprise Risk Management Policy (ERMP) to effectively address financial, operational, business, compliance and strategic risk. A structured enterprise risk management program has been formulated and implemented. Refer to the MDA Section in this Report for risks and threats applicable to your Company.

21. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance requirements as set out by SEBI. The Report on Corporate Governance as stipulated under SEBI Regulations, 2015 forms an integral part of this Report. The requisite Compliance Certificate is obtained from Uday Sohoni, Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI Regulations 2015, is annexed to the Corporate Governance Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The MDA Report on the operation of the Company as required under the SEBI Regulations, 2015, is provided in a separate section and forms part of this Report.

23. VIGIL MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee.

24. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Sections 134(3)(c) & 134(5) of the Act, your Directors hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the FY 2018-19;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

25. MISCELLANEOUS:

During the year, there was no change in the general nature of business of your Company. No material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year to which the financial statements relate and the date of the report. No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company’s operations in future. No amount was required to be transferred to General Reserve. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, based on the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace, the Internal Complaints Committee for each location of your Company informed that no case of sexual harassments was reported during the year under review. Your Company has not made any provision of money for the purchase of, or subscription for, shares of your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required. No fraud took place in the Company during the year and hence, no such reporting was made to the Audit Committee and the Board under Rule 13(3) of the Companies (Audit and Auditors) Rules, 2014.

26. ACKNOWLEDGEMENTS:

Your Directors thank the government authorities, financial institutions, banks, customers, suppliers, members, employees and other business associates of your Company, who through their continued support and co-operation, have helped as partners in your Company’s progress and achievement of its objectives.

For and on behalf of the Board of Directors

May 24, 2019 Balkrishan Goenka

Mumbai Chairman

DIN 00270175

---

Mar 31, 2018

To,

The Members,

Welspun India Limited

The Directors have pleasure in presenting the 33^rd Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2018.

1. Financial highlights:

Rs.Million

Particulars	Consolidated		Standalone
	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Revenue from Operations	60,506	66,405	49,959	57,216
Other Income	812	806	556	719
Total Revenue	61,318	67,211	50,514	57,935
EBITDA	12,046	16,639	9,492	14,414
EBITDA Margin (%)	19.91	25.06	19.00	25.19
Finance Cost	1,408	1,583	880	872
Depreciation and amortization	5,042	5,054	4,673	4,663
Profit before exceptional items and tax	5,597	10,003	3,939	8,879
Exceptional items (Net)	-	4,648	-	4,606
Profit before tax	5,597	5,355	3,939	4,273
Tax Expense	1,615	1,731	898	1,208
Profit for the year	3,982	3,624	3,041	3,066
Earnings per share (Basic & Diluted)	3.83	3.56	3.03	3.05

2. Performance and Outlook:

During the year under review, your Company’s total revenue on standalone basis decreased to Rs.50,514 million, a decline of 12.81% and on consolidated basis it decreased to Rs.61,318 million, a decline of 8.77% over the previous year.

Destocking by the Retailers, impact of currency and revision in rates for duty drawback and Rebate State Levies resulted into degrowth in topline. The EBITDA on standalone basis it was Rs. 9,492 million i.e. 34.15% lower than last year and on consolidated basis was Rs. 12,046 million i.e. 27.6% lower than last year. EBITDA margin was impacted due to higher cost of raw material, higher energy cost and lower volumes. Profit before tax was Rs. 3,939 million i.e. 7.82% lower than last year on standalone basis and it was Rs. 5,597 million i.e. 4.52% higher than last year on consolidated basis. Profit after tax (“PAT”) is Rs. 3,041 million i.e. 0.80% lower than last year on standalone basis and Rs. 3,982 million i.e. 9.88% higher than last year on consolidated basis. You may refer to ‘Management Discussion & Analysis’(“MDA”) Section of this Report for further details of your Company’s performance.

3. Dividend:

i. Dividend Distribution Policy:

The Board of Directors approved Dividend Distribution Policy of the Company, as required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations 2015”). The Board will endeavor to achieve distribution of 25% of PAT for a financial year, on standalone basis, with equity shareholders (including by way dividend and Dividend Distribution Tax thereon). The Policy is attached as Annexure - 1 to this Report and it is also available on your Company’s website and the web link thereto is as given below. http://www.welspunindia.com/policy/WIL-Dividend%20Distribution%20Policy.pdf

ii. Dividend for Financial Year 2017-18: Considering your Company’s performance during the Financial Year (“FY”) 2017-18, the Board of Directors has recommended, for approval of the members, a dividend of Rs. 0.65 per share (face value of Re. 1 per share) for FY 2017-18. The dividend, if approved by the members, would result in cash outflow of Rs.787.34 million including Dividend Distribution Tax (“DDT”) i.e. 25.89% of standalone PAT.

Dividend will be paid to those members, who will hold shares on the last day of book-closure i.e. June 29, 2018.

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

Rs.million

Financial	Total	Cash Outflow
Year	Dividend (%)	(including DDT)
2017-18	65%	787
2016-17	65%	786
2015-16	130%	1,558

4. Subsidiaries:

During the year, the Company formed a wholly owned subsidiary viz. Welspun Nexgen Inc. in USA as a holding company for investment in next generation and new age technology which are startups synergistic in various geographies.

A report on the performance and financial position of each of the subsidiary companies of your Company is included in the consolidated financial statement presented in Form AOC-1 attached as Annexure - 2 to this Report. Your Company’s policy on Material Subsidiary as approved by the Board is hosted on your Company’s website and the web link thereto is as given below.

http://www.welspunindia.com/policy/material_subsidiary_policy.pdf

5. Auditors and Auditors’ Report:

i. Statutory Auditors:

Your Company’s Auditors, SRBC &CO LLP, who were appointed up to the conclusion of the 37^th Annual General Meeting subject to ratification by the Members of your Company at every Annual General Meeting, have given their consent to continue to act as the Statutory Auditors of your Company for the remaining tenure. The Auditors are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Members are requested to ratify their appointment as the Auditors of your Company by passing an ordinary resolution under Section 139 of the Companies Act, 2013 (“the Act”).

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

ii. Cost Auditors:

As per Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has reappointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your Company for FY 2018-19 on the recommendations made by the Audit Committee.

Members are requested to ratify their remuneration by passing an ordinary resolution in the forthcoming Annual General Meeting.

iii. Secretarial Auditor:

The Secretarial Audit Report for FY 2017-18 is attached herewith as Annexure - 3 to this Report and it does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Section 204of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Uday Sohoni, Practicing Company Secretary, as the Secretarial Auditor of your Company for the FY 2018-19.

6. Share Capital & Listing:

i. Issue of equity shares with differential rights, sweat equity shares:

During the year, no share with differential rights was issued by your Company nor did your Company issue any equity share as sweat equity share.

ii. Issue of employee stock options:

There were no stock options outstanding during the FY 2017-18.

7. Disclosure of Shares held in suspense account:

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year		Number of shareholders who approached issuer for transfer of shares from suspense account during the year			Number of shareholders to whom shares were transferred from suspense account during the year		Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year		Remarks
No of Holders	No of Shares		No of Holders	No of Shares	No of Holders	No of Shares	No of Holders	No of Shares	NA
3,831	1,354,060		-	-	-	-	-	-

The voting rights on these shares shall remain frozen until the shares have been claimed by and transferred to the rightful owner.

8. Listing with the Stock Exchanges:

Your Company’s equity shares are listed on The National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). Annual listing fees for the FY 2018-19 have been paid to NSE and BSE.

9. Finance:

i. Credit Rating:

During the year, CARE Ratings Limited (“CARE”) has revised upward your Company’s long term credit rating to AA’from earlier rating of AA-’. Short term credit rating of A1 ’has been reaffirmed by CARE. Further, your Company’s long-term issuer rating of ‘IND AA-/stable’and shortterm credit rating of ‘IND A1 ’has been reaffirmed by India Ratings & Research, a Fitch Group company.

ii. Deposits:

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

10. Board of Directors:

Your Company’s Board comprises of mix of Executive and Non-Executive Directors with considerable experience and expertise across a range of fields such as finance, accounts, legal, marketing, general management and strategy. Except the nominee appointed by IDBI Bank and the independent directors, all other directors are liable to retire by rotation as per the provisions of the Act. It is confirmed that, except for Balkrishan Goenka and Ms. Dipali Goenka who are husband and wife, there is no relationship between the directors inter-se. The details of the Directors, their meetings held during the year and the extracts of the Nomination and Remuneration Policy has been given in the Corporate Governance Report, which forms part of this Report.

i. Changes in Directors and Key Managerial Personnel:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of your Company, Ms. Dipali Goenka is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for her re-appointment.

Details about the directors being appointed or re-appointed are given in the Notice of the forthcoming Annual General Meeting.

ii. Declaration by an Independent Director(s):

Your Company has received declarations from all the Independent Directors as per the provisions of Section 149(7) of the Act confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149(6) of the Act and that there is no change in the circumstances as on the date of this Report which may affect their respective status as an Independent Director.

iii. Directors’ Evaluation:

In compliance with the Act and SEBI Regulations 2015, the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its Committees and Directors. The evaluation process invited graded responses to a structured questionnaire, which was largely in line with the SEBI Guidance Note on Board Evaluation, for each aspect of the evaluation. All the results were satisfactory.

iv. Familiarization program for Independent Director(s):

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

The policy on Company’s familiarization programme for Independent Directors is hosted on your Company’s website and a web link thereto is as given below.

http://www.welspunindia.com/policy/WIL-Dividend%20Distribution%20Policy.pdf

v. Committees of the Board of Directors:

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders’Relationship, Share Transfer and Investor Grievance Committee, the Corporate Social Responsibility Committee and meetings of those committees held during the year is given in the Corporate Governance Report forming part of this Report.

11. Loans, Guarantees and Investments:

Information of amounts of investments made, loans given, guarantees given and security provided by your Company as on March 31, 2018 is as given under:

Rs.million

Particulars	Amount
Investments	9,028.21
Loans / Receivables	-
Guarantees	14,768.03
Security	-
Total	23,796.24

Corporate Guarantee of Rs. 2.20 billion was given to holders of non-convertible debentures (NCDs) issued by Welspun Captive Power Generation Limited (“WCPGL”), a subsidiary of your Company. Proceeds of NCDs were used by WCPGL in refinancing loan of equivalent amount which was availed for setting up of captive power plant. WCPGL redeemed principal amount of Rs. 1.10 billion during the FY 2017-18. Corporate guarantees of GBP 5.10 million, GBP 4.25 million and GBP 8.51 million were issued, to Bank of India, UK, Bank of Baroda, UK and Barclay’s Bank respectively, by the Company to secure repayment of working capital facilities availed by CHT Holdings Limited, a subsidiary of your Company. Similarly, the Company has issued guarantee of Rs. 4.47 billion in favour of consortium of Bankers led by erstwhile State Bank of Bikaner and Jaipur (now merged with State Bank of India) (“the Consortium”) to secure repayment of working capital facilities extended by the Consortium to Welspun Global Brands Limited (“WGBL”), a subsidiary of your Company. The Company has issued guarantee of Rs. 6.05 billion in favour of the lenders of Welspun Flooring Limited (“WFL”), a wholly owned subsidiary of your Company to secure repayment of facilities extended by those lenders to WFL. Disclosures pursuant to the Regulation 34(3) read with Para A of Schedule V of SEBI Regulations, 2015 is given at Note No. 36 of the audited financial statements.

12. Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into during the year under report were on an arm’s length basis and were in the ordinary course of business, to serve mutual needs and mutual interest. Except for contracts with WGBL and WCPGL, subsidiaries of your Company, there were no materially significant related party transactions made by your Company. The Audit Committee has given its omnibus approval which is valid for one financial year. Your Company’s policy on Related Party Transactions as approved by the Board is hosted on your Company’s website and a web link thereto is as given below.

http://www.welspunindia.com/policy/related_party_transaction_policy.pdf.

Disclosures as required under the Act are given in Form AOC-2 as Annexure -4to this Report.

The details of the related party transactions as required under IND-AS 24 are set out in Note 29 to the Standalone financial statements forming part of this Report.

13. Details of Remuneration to Directors and Key Managerial Personnel:

i. Details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) the ratio of the remuneration of each Executive Director and Key Managerial Personnel to the median remuneration of the employees of your Company for FY 2017-18 is as given below:

Name and Designation	Remuneration (Rs.million)	The percentage increase in remuneration	The ratio of the remuneration to the median remuneration of the employees (No. of times)
Rajesh Mandawewala Managing Director	55.99	(4.87%)	388.03
Ms. Dipali Goenka CEO and Joint Managing Director	53.69	(4.88%)	372.09
Altaf Jiwani Chief Financial Officer	27.59	8.00%	191.14
Shashikant Thorat Company Secretary	4.09	6.51%	28.34

(b) The percentage increase in the median remuneration of employees in FY 2017-18 was 1.63%.

(c) Your Company had 21,268 permanent employees on its payrolls as on March 31, 2018.

(d) The turnover of your Company decreased by 12.68% and EBIDTA of your Company decreased by 34.15% during FY 2017-18. Median remuneration increased by 1.63%. Increase in median remuneration was in line with the performance of your Company.

(e) Average percentage increase in the salaries of employees other than the managerial personnel in FY 2017-18 was 7.1%. The managerial remuneration decreased by 4.87% as a result of decrease in Commission payable.

The key parameters for any variable component of remuneration availed by the directors are as per the Nomination and Remuneration Policy. We affirm that the remuneration is as per the Nomination and Remuneration Policy of your Company.

ii. Details of the employees of your Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Name, Designation, Age, DOJ, Current CTC (Rs. million), Qualification, Previous Company, Nature of Employment, % of Equity Shares held in the Company, Relative of any Director/ Manager of the Company

Altaf Jiwani, Chief Financial Officer, 51, 02.02.2015, 27.59, B.TECH, MMS, RPG Group, Permanent, 0, No; Ashok Kumar Joshi, Executive Director* & Business Head - Operations, 58, 02.07.2013, 18.47, B.TECH, Donear Industries Limited, Permanent, 0, No; Bhavin Purohit, Senior Vice President - IT, 43, 16.08.2017, 15.50, MBA, B.E., Arvind Limited, Permanent, No; Dipali Goenka, CEO & Joint Managing Director, 48, 01.04.2013, 53.69,

B.A. (Psychology),N.A., Contractual, 0.07, Yes; Milind Hardikar, Executive Director* -Advanced Textile, 56, 24.04.2012, 17.50, BE (Mech), MMS, Arvind Limited, Permanent, 0, No; Rajesh Mandawewala, Managing Director, 55, 01.12.1985, 55.99, CA, N.A., Contractual, 0, No; Rajesh Padmanbhan, Director*-HCGA, 55, 01.02.2016, 36.17, MBA (Finance/HR), Vedanta Group, Permanent, 0, No; Suneel Mohnot (resigned w.e.f. 01.09.2017), President - Commercial, 58, 26.08.2013, 11.39, M.COM, MBA, Reliance Industries Ltd., Permanent, 0, No; Swapan Nath (resigned w.e.f. 13.03.2018), Executive Director*, 57, 10.10.2016, 24.68, B.Tech, Maharaja Shree Umaid Mills Limited, Permanent, 0, No.

* Not a member of the Board.

iii. Ms. Dipali Goenka, CEO & Joint Managing Director, who is receiving remuneration and commission from your Company, receives Rs.15 million as remuneration and commission of 2% of profit also from WGBL, a subsidiary of your Company.

iv. Details of managerial remuneration and payments to other directors are given in the Corporate Governance Report forming part of this Report.

14. Extract of the Annual Return:

An extract of the annual return in Form MGT-9 of the Companies (Management and Administration) Rules, 2014 is attached as Annexure -5to this Report.

15. Business Responsibility Report (BRR):

SEBI vide Notification No. SEBI/LAD-NRO/ GN/2015-16/27 dated December 22, 2015 had mandated top 500 listed entities, based on market capitalization, to include BRR in the annual report. Since the Company is one of the top 500 listed entities, it is pleased to present its 2nd BRR for the FY 2017-18 as per SEBI Circular No. CIR/CFD/CMD/10/2015 dated November 04, 2015 which is hosted on your Company’s website and a web link thereto is as given below: http://www.welspunindia.com/environment_management/BusinessResponsibiliyReport_2017-18.pdf

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is attached as Annexure -6to this Report.

17. Corporate Social Responsibility (CSR):

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

The CSR Policy of your Company as approved by the Board of Directors, is hosted on your Company’s website and a web link thereto is as given below: http://www.welspunindia.com/policy/csr_policy.pdf

The initiatives undertaken by your Company during FY 2017-18 in CSR have been detailed in this Report. Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - 7 to this Report.

18. Internal controls:

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation of Section 134(5)(e) of the Act, SEBI Regulations, 2015 and other relevant statutes applicable to your Company.

Your Company has well-documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs. The Internal Auditors continuously monitor the efficiency of the internal controls / compliance with the SOPs with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation’s risk management, control and governance processes.

For the year ended March 31, 2018, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect on your Company’s operation.

19. Risk management:

Your Company is exposed to risks across all levels and functions of the organisation. The Board has approved Enterprise Risk Management Policy (ERMP) to effectively address financial, operational, business, compliance and strategic risk. A structured enterprise risk management program has been formulated and implemented. Refer to the MDA Section in this Report for risks and threats applicable to your Company.

20. Corporate Governance:

The Company is committed to maintain the highest standards of corporate governance requirements as set out by SEBI. The Report on Corporate Governance as stipulated under SEBI Regulations, 2015 forms an integral part of this Report. The requisite Compliance Certificate is obtained from Uday Sohoni, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI Regulations, 2015, is annexed to the Corporate Governance Report.

21. Management Discussion and Analysis Report:

The MDA Report on the operation of the Company as required under the SEBI Regulations, 2015, is provided in a separate section and forms part of this Report.

22. Vigil mechanism:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee.

23. Directors’ Responsibility Statement:

Pursuant to Sections 134(3)(c) & 134(5) of the Act, your Directors hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the FY 2017-18;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

24. Miscellaneous:

During the year, there was no change in the general nature of business of your Company. No material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year to which the financial statements relate and the date of the report. No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company’s operations in future. No amount was required to be transferred to General Reserve. Further, based on the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace, the Internal Complaints Committee for each location of your Company informed that no case of sexual harassments was reported during the year under review. Your Company has not made any provision of money for the purchase of, or subscription for, shares in your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required.

25. Acknowledgements:

Your Directors thank the government authorities, financial institutions, banks, customers, suppliers, members, employees and other business associates of your Company, who through their continued support and co-operation, have helped as partners in your Company’s progress and achievement of its objectives.

For and on behalf of the Board of Directors

Balkrishan Goenka

May 16, 2018 Chairman

Mumbai DIN 00270175

---

Mar 31, 2017

To,

The Members,

Welspun India Limited

The Directors have pleasure in presenting the 32^nd Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2017.

1. Financial highlights:

Rs. Million

Particulars	Consolidated		Standalone
	FY 2016-17 |	FY 2015-16	FY 2016-17 FY 2015-16
Revenue from Operations	57,705	52,968	52,608	46,716
Other Operating Income	8,701	6,271	4,608l	2,526
Other Income	8061	904	719l	1,184
Total Revenue	67,21ll	60,143	57,935|	50,426
EBITDA	16,6391	16,831	14,4141	13,858
EBITDA Margin (%)	28.841	31.78	27.401	29.66
Finance Cost	1,583l	2,368	8721	1,539
Depreciation and amortisation	5,054|	3,718	4,663	3,258
Profit before exceptional items and tax	10,0031	10,745	8,879l	9,061
Exceptional items (Net)	4,648l	-	4,606!	-
Profit before tax	5,355|	10,745	4,2731	9,061
Tax Expense	1,731|	3,254	1,208|	2,578
Profit for the year	3,624l	7,491	3,066l	6,483
Earnings per share (Basic & Diluted)	3.56	7.33	3.05	6.45

2. Performance and Outlook:

During the year under review, your Company’s total revenue on standalone basis increased to Rs.57,935 million, a growth of 14.89% and on consolidated basis it increased to Rs.67,211 million, a growth of 11.75% over the previous year. Substantial portion of this revenue is attributable to replenishment orders from majority of the customers. The EBITDA on standalone basis was Rs.14,414 million i.e. 4.01% higher than last year and on consolidated basis was Rs.16,639 million i.e. 1.14% lower than last year. EBITDA margin is lower mainly due to cost of raw material, higher cotton prices and energy costs coupled with expenses relating to brand building and innovation. Profit before exceptional item and tax is Rs.8,879 million i.e. 2.01% lower than last year on standalone basis and is Rs.10,003 million i.e. 6.90% lower than last year on consolidated basis. Exceptional items of Rs.4,606 million is pertaining to traceability issue and costs incidental thereto. Profit after tax is Rs.3,066 million i.e. 52.72% lower than last year on standalone basis and Rs.3,624 million i.e. 51.62% lower than last year on consolidated basis.

You may refer to ‘Management Discussion & Analysis’ Section of this Report for further details of your Company’s performance.

Your Company has come up with industry defining traceability solution titled as “Wel-Trak”. Your Company’s management believes “Wel-Trak” will be path-breaking for home textile industry. Wel-Trak^TM is an industry-defining, patent-pending, multi-level traceability process to provide customers and consumers with a reliable and quick verification tool to track the finished products back to farms. Features of Wel-Trak^TM are:

1. Tracking Cotton from Farm to Factory;

2. Vertically integrated manufacturing tracks cotton from Spinning to Shipping and

3. Customer/ consumer level real-time review and third party audit possible.

As a vertically integrated manufacturer,

Welspun is able to monitor and control the movement of cotton across the various stages of production process. We are able to track and trace all types of cotton in-house via a pioneering end-to-end, technology-enabled traceability solution through deployment of:

1. Automated data capture hardware;

2. Customized software for validation which enable data traceability;

3. Robust IT & ERP systems to enable smooth operations across all stages of production and

4. Physical and systems controls to strengthen the tracking process.

3. Dividend:

i. Dividend Distribution Policy:

The Board of Directors approved Dividend Distribution Policy of the Company, as required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations 2015”). Your Company has a dividend policy to pay 25% of Profit after Tax on standalone basis. The Policy is attached as Annexure - 1 to this Report and it is also available on your Company’s website and the web link thereto is as given below. http://www.welspunindia.com/policy/WIL-Dividend%20Distribution%20Policy.pdf

ii. Dividend for Financial Year 2016-17:

Considering your Company’s performance during the Financial Year (“FY”) 2016-17, the Board of Directors has recommended, for approval of the members, a final dividend of Rs.0.65 per share (face value of Rs.1 per share) for FY 2016-17. The dividend, if approved by the members, would result in cash outflow of Rs.786.04 million including Dividend Distribution Tax (“DDT”).

Dividend will be paid to those members, who will hold shares on the last day of book-closure i.e. June 28, 2017.

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

Rs. Million

	Total	Cash Outflow
Financial Year	Dividend	(including
	(%)	DDT)
2016-17	65%	786.04
2015-16	130%	1,558.47
2014-15	105%	1,268.47

4. Subsidiaries:

A report on the performance and financial position of each of the subsidiary companies of your Company is included in the consolidated financial statement presented in Form AOC-1 attached as Annexure - 2 to this Report.

Your Company’s policy on Material Subsidiary as approved by the Board is hosted on your Company’s website and the web link thereto is as given below. http://www.welspunindia.com/policy/material_subsidiary_policy.pdf

5. Auditors and Auditors’ Report:

i. Statutory Auditors:

Your Company’s Auditors, Price Waterhouse Chartered Accountants LLP, have to be rotated pursuant to third proviso of Section 139(2) of the Companies Act, 2013 (“the Act”).

The existing auditors have submitted their audit report on financial statements of the Company for FY 2016-17. The auditors’ observation read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

The Board of Directors recommends appointment of S R B C & CO LLP (having Firm Registration Number 324982E/ E300003) as the Statutory Auditors of the Company for a term of consecutive five years commencing from the conclusion of 32^ndAnnual General Meeting till the conclusion of 37^th Annual General Meeting.

S R B C & CO LLP is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India.

It is a member firm of EY Global. It was established in the year 2002 and is a limited liability partnership firm incorporated in India.

S R B C & CO LLP is holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Members are requested to approve their appointment as the Auditors of your Company by passing an ordinary resolution under Section 139 of the Act.

ii. Cost Auditors:

As per Section 148 and other applicable provisions, if any, of the Act read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company has reappointed M/s. Kiran J. Mehta, Cost Accountants as the Cost Auditors of your Company for FY 2017-18 on the recommendations made by the Audit Committee.

Members are requested to ratify their remuneration by passing an ordinary resolution in the forthcoming Annual General Meeting.

iii. Secretarial Auditor:

The Secretarial Audit Report for FY 2016-17 is attached herewith as Annexure - 3 to this Report and it does not contain any qualification, reservation or adverse remark.

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Uday Sohoni, Practicing Company Secretary, as the Secretarial Auditor of your Company for the FY 2017-18.

6. Share Capital & Listing:

i. Issue of equity shares with differential rights, sweat equity shares:

During the year, no share with differential rights was issued by your Company nor did your Company issue any equity share as sweat equity share.

ii. Issue of employee stock options:

There were no stock options outstanding at the start of the FY 2016-17.

7. Disclosure of Shares held in suspense account:

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year		Number of shareholders who approached issuer for transfer of shares from suspense account during the year		Number of shareholders to whom shares were transferred from suspense account during the year		Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
No. of Holders	No. of Shares	No. of Holders	No of Shares	No. of Holders	No. of Shares	No. of Holders	No. of Shares
3,866	1,370,850	18	8,610	18	8,610	3,848	1,362,240

The voting rights on these shares shall remain frozen until the shares have been claimed by and transferred to the rightful owner.

8. Listing with the Stock Exchanges:

Your Company’s equity shares are listed on Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE). Annual listing fees for the FY 2017-18 have been paid to BSE and NSE.

9. Finance:

i. Credit Rating:

During the year, your Company’s long term credit rating of AA-’ and short-term credit rating of A1 ’ has been reaffirmed by CARE. Further, your Company’s long-term issuer rating of ‘IND AA-/stable’ and short-term credit rating of ‘IND A1 ’ has been reaffirmed by India Ratings & Research, a Fitch Group company.

ii. Deposits:

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

10. Board of Directors:

Your Company’s Board comprises of mix of Executive and Non-Executive Directors with considerable experience and expertise across a range of fields such as finance, accounts, legal, management and business strategy. Except the nominee appointed by IDBI Bank and the independent directors, all other directors are liable to retire by rotation as per the provisions of the Act. It is confirmed that, except for Mr. Balkrishan Goenka and Ms. Dipali Goenka who are husband and wife, there is no relationship between the directors inter-se. The details of the Directors, their meetings held during the year and the extracts of the Nomination and Remuneration Policy has been given in the Corporate Governance Report, which forms part of this Report.

i. Changes in Directors and Key Managerial Personnel:

The Board of Directors has appointed Mr. Pradeep Poddar, having Director Identification Number 00025199, as an independent director with effect from September 15, 2016, subject to the approval by members. The Company has received a notice from a member intending to propose Mr. Poddar’s appointment as an independent director. The Board of Directors recommends appointment of Mr. Poddar as an independent director for period of three years upto September 14, 2019.

The members, by way of a resolution passed, on March 13, 2014, by Postal Ballot had appointed Mr. Rajesh Mandawewala as Managing Director of the Company with effect from April 1, 2014 for a period of three years. His term expired on March 31, 2017.

The Board of Directors has reappointed Mr. Mandawewala as Managing Director of the Company for a period of five years with effect from April 1, 2017. The Board of Directors recommends approval to appointment of Mr. Mandawewala as Managing Director.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of your Company,

Mr. Balkrishan Goenka is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for his re-appointment.

Details about the directors being appointed or re-appointed are given in the Notice of the forthcoming Annual General Meeting.

ii. Declaration by an Independent Director(s):

Your Company has received declarations from all the Independent Directors as per the provisions of Section 149(7) of the Act confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149(6) of the Act and that there is no change in the circumstances as on the date of this Report which may affect their respective status as an Independent Director.

iii. Directors’ Evaluation:

In compliance with the Act and SEBI Regulations 2015, the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its Committees and Directors.

The evaluation process invited graded responses to a structured questionnaire, which was largely in line with the SEBI Guidance Note on Board Evaluation, for each aspect of the evaluation. All the results were satisfactory.

iv. Familiarisation programme for Independent Director(s):

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

The policy on Company’s familiarisation programme for Independent Directors is hosted on your Company’s website and a web link thereto is: http://www.welspunindia.com/policy/ familiarisation_program.pdf.

v. Committees of the Board of Directors:

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders’ Relationship, Share Transfer and Investor Grievance Committee, the Corporate Social Responsibility Committee and meetings of those committees held during the year is given in the Corporate Governance Report forming part of this Report.

11. Loans, Guarantees and Investments:

Information of amounts of investments made, loans given, guarantees given and security provided by your Company as on March 31, 2017 is as given under:

Rs. Million

Particulars	Amount
Investments	8,249.64
Loans / Receivables	-
Guarantees	7,426.42
Security	-
Total	15,676.06

Corporate Guarantee of Rs.2.20 billion was given to holders of non-convertible debentures (NCDs) issued by Welspun Captive Power Generation Limited (“WCPGL”), a subsidiary of your Company. Proceeds of NCDs were used by WCPGL in refinancing loan of Rs.2.20 billion which was availed for setting up of captive power plant. WCPGL redeemed principal amount of Rs.1.10 billion during the FY 2016-17 Corporate guarantees of GBP 5.10 million and GBP 4.25 million were issued, to Bank of India, UK and Bank of Baroda, UK, respectively, by the Company to secure repayment of working capital facilities availed by CHT Holdings Limited, a subsidiary of your Company.

Similarly, the Company has issued guarantee of Rs.4.47 billion in favour of consortium of Bankers led by erstwhile State Bank of Bikaner and Jaipur (now merged with State Bank of India) (“SBBJ Consortium”) to secure repayment of facilities extended by SBBJ Consortium to Welspun Global Brands Limited (“WGBL”), a subsidiary of the your Company. Disclosures pursuant to the Regulation 34(3) read with Para A of Schedule V of SEBI Regulations, 2015 are given at Notes 34 & 36 of the audited financial statements.

12. Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into during the year under report were on an arm’s length basis and were in the ordinary course of business, to serve mutual need and mutual interest. Except for contracts with WGBL and WCPGL, subsidiaries of your Company, there were no materially significant related party transactions made by your Company. The Audit Committee has given its omnibus approval which is valid for one financial year. Your Company’s policy on Related Party Transactions as approved by the Board is hosted on your Company’s website and a web link thereto is:http://www.welspunindia.com/policy/related_party_transaction_policy.pdf.

Disclosures as required under the Act are given in Form AOC-2 as Annexure - 4 to this Report.

The details of the related party transactions as required under IND-AS 24 are set out in Note 29 to the Standalone financial statements forming part of this Report.

13. Details of Remuneration to Directors and Key Managerial Personnel:

i. Details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) the ratio of the remuneration of each Executive Director and Key Managerial Personnel to the median remuneration of the employees of your Company for FY 2016-17 is as given below:

Name and Designation	Remuneration (Rs. million)	The percentage increase in remuneration	The ratio of the remuneration to the median remuneration of the employees (no. of times)
Rajesh Mandawewala Managing Director	58.85	(41.89%)	41.45
Ms. Dipali Goenka CEO and Joint Managing Director	56.45	(42.96%)	39.75
Altaf Jiwani Chief Financial Officer	25.55	14.06%	17.99
Shashikant Thorat Company Secretary	3.85	13.24%	2.71

(b) The percentage increase in the median remuneration of employees in FY 201617 was 2.1%.

(c) Your Company had 22,375 permanent employees on its payrolls as on March 31, 2017.

(d) The turnover of your Company increased by 12.61% and EBIDTA of your Company increased by 4.01% during FY 2016-17. Median remuneration increased by 2.07%. Increase in median remuneration was in line with the performance of your Company.

(e) Average percentage increase in the salaries of employees other than the managerial personnel in FY 2016-17 was 6.76%. Managing Director and CEO & Joint Managing Director are being paid commission of 1% hence, the managerial remuneration decreased by 35.99%.

The key parameters for any variable component of remuneration availed by the directors are as per the Nomination and Remuneration Policy We affirm that the remuneration is as per the Nomination and Remuneration Policy of your Company.

ii. Details of the employees of your Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Name, Designation, Age, DOJ, Current CTC (‘ million), Qualification, Previous Company Nature of Employment, % of Equity Shares held in the Company, Relative of any Director/ Manager of the Company

Altaf Jiwani, Chief Financial Officer, 50, 02.02.2015, 25.55, B.TECH/MMS, RPG Group, Permanent, 0, No; Ashok Kumar Joshi, Executive Director* & Business Head - Operations, 57, 02.07.2013, 17.93, B.TECH, Donear Industries Limited, Permanent, 0, No; Dipali Goenka, CEO & Joint Managing Director, 47, 01.04.2013, 56.45, B.A. (Psychology),N.A., Contractual, 0.07, Yes; Milind Hardikar, Executive Director* - Textile Park, 55, 24.04.2012, 15.50, BE (Mech), MMS, Arvind Limited, Permanent, 0, No; Rajesh Mandawewala, Managing Director, 54, 01.12.1985, 58.85, CA, N.A., Contractual, 0, No; Rajesh Padmanbhan, Director*-HCGA, 54, 01.02.2016, 32.50, MBA (Finance/HR), Vedanta Group, Permanent, 0, No; Suneel Mohnot, President -Commercial, 57, 26.08.2013, 10.75, M.COM, MBA, Reliance Industries Ltd., Permanent, 0, No; Swapan Nath, Executive Director*, 56, 10.10.2016, 23.50, B.Tech, Maharaja Shree Umaid Mills Limited, Permanent, 0, No.

* Not a member of the Board.

iii. Ms. Dipali Goenka, CEO & Joint Managing Director, who is receiving remuneration and commission from your Company, receives Rs.15 million as remuneration and commission of 2% of profits also from WGBL, a subsidiary of your Company.

iv. Details of managerial remuneration and payments to other directors are given in the Corporate Governance Report forming part of this Report.

14. Extract of the Annual Return:

An extract of the annual return in Form MGT-9 of the Companies (Management and Administration) Rules, 2014 is attached as Annexure - 5 to this Report.

15. Business Responsibility Report (BRR):

SEBI vide Notification No. SEBI/LAD-NRO/ GN/2015-16/27 dated December 22, 2015 had mandated top 500 listed entities, based on market capitalization, to include BRR in the annual report. Since, the Company being one of the top 500 listed entities, it is pleased to present its 1st BRR for the FY 2016-17 as per SEBI Circular No. CIR/CFD/CMD/10/2015 dated November 04, 2015 which is hosted on your Company’s website and a web link thereto is: http://www.welspunindia.com/environment_management/ BusinessResponsibiliyReport_2016-17.pdf

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is attached as Annexure - 6 to this Report.

17. Corporate Social Responsibility (CSR):

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

The CSR Policy of your Company as approved by the Board of Directors’ is hosted on your Company’s website and a web link thereto is: http://www.welspunindia.com/policy/csr_policy. pdf

The initiatives undertaken by your Company during FY 2016-17 in CSR have been detailed in this Report.

Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - 7 to this Report.

18. Internal controls:

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation of Section 134(5)(e) of the Act, SEBI Regulations, 2015 and other relevant statutes applicable to your Company.

Your Company has well-documented Standard Operating Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs.

The Internal Auditors continuously monitor the efficiency of the internal controls / compliance with the SOPs with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisation’s risk management, control and governance processes.

For the year ended March 31, 2017, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations; wherein adequate controls are in place and operating effectively and no material weakness exists. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect on your Company’s operation.

19. Risk management:

Your Company is exposed to risks across all levels and functions of the organisation.

The Board has approved Enterprise Risk Management Policy (ERMP) to effectively address financial, operational, business, compliance and strategic risk. A structured enterprise risk management programme has been formulated and implemented. Refer to the Management Discussion and Analysis Section in this Report for risks and threats applicable to your Company.

20. Corporate Governance:

The Company is committed to maintain the highest standards of corporate governance requirements as set out by SEBI. The Report on Corporate Governance as stipulated under SEBI Regulations, 2015 forms an integral part of this Report. The requisite Compliance Certificate is obtained from Mr. Uday Sohoni, Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI Regulations, 2015, is annexed to the Corporate Governance Report.

21. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report on the operation of the Company as required under the SEBI Regulations, 2015, is provided in a separate section and forms part of this Report.

22. Vigil mechanism:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Chairman of the Audit Committee. No personnel have been denied access to the Audit Committee.

23. Directors’ Responsibility Statement:

Pursuant to Sections 134(3)(c) & 134(5) of the Act, your Directors hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the FY 2016-17;

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

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

24. Miscellaneous:

During the year, there was no change in the general nature of business of your Company. No material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year to which the financial statements relate and the date of the report. No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company’s operations in future. No amount was required to be transferred to General Reserve. Further, based on the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace, the Internal Complaints Committee for each location of your Company informed that no case of sexual harassments was reported during the year under review. Your Company has not made any provision of money for the purchase of, or subscription for, shares in your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required.

25. Acknowledgements:

Your Directors thank the government authorities, financial institutions, banks, customers, suppliers, members, employees and other business associates of your Company, who through their continued support and co-operation, have helped as partners in your Company’s progress and achievement of its objectives.

For and on behalf of the Board of Directors

Balkrishan Goenka

Date: May 25, 2017 Chairman

Place: Mumbai DIN 00270175

---

Mar 31, 2015

The Members,

WELSPUN INDIA LIMITED

The directors have pleasure in presenting the 30th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31,2015.

1. Financial Results: (Rs. in Million)

Particulars Standalone Consolidated

FY 2014-15 FY 2013-14 FY 2014-15 FY 2013-14

Revenue from Operations (Net) 44,076 35,312 53,025 43,730

Other Income 944 1,036 949 1,042

Total Revenue 45,020 36,348 53,975 44,772

Profit before Interest, Depreciation and Tax 11,327 8,113 13,691 10,253

Finance Cost 1,806 1,439 2,829 2,352

Depreciation and amortization expense 2,663 6,227 3,329 6,863

Profit before tax (PBT) 6,857 446 7,533 1,037

Tax Expense 1,756 148 2,090 198

Profit after Taxation (PAT)5,101 298 5,443 838

Earnings per share (EPS) (Basic) (Rs. per share) 50.80 2.98 53.76 9.19

2. Performance and Outlook:

Your Company's 'Revenue from Operations' saw a remarkable growth during the year as shown above recording the growth of 24.82% from the previous year as against the growth of 16.05% in the year 2013-14. Profit figures of your Company are not comparable as your Company's profit for the previous year was after charge of incremental depreciation of Rs. 4,630.96 million caused upon change of method of depreciation. Your Company's regular customers continued replenishment of their inventory. You may refer to 'Management Discussion & Analysis' Section of the Annual Report for further details of your Company's affairs and performance.

3. Reserves, Dividend and Distribution Policy:

The Board proposes that an amount of Rs. 510.14 million be carried to General Reserves. Considering your Company's performance during FY 2014-15, the Board of Directors recommends for approval of the members a dividend of Rs. 7.50 per share for the financial year 2014-15. The dividend, if approved by the shareholders and considering equity shares allotted till the date of this report, would result in total cash outflow of Rs. 753.45 million. During FY 2014-15, your Company declared and paid an interim dividend of Rs. 3 per share resulting in total dividend of Rs. 10.50 per share. The final dividend, if approved by the shareholders, would result, together with the interim dividend already paid, in total dividend payment of Rs. 1,054.73 million. Dividend will be paid to those shareholders, who hold shares on the last day of book-closure i.e. June 24, 2015. During the year, the Board has announced Dividend Policy, under which dividend payout ratio will be 25% of Profit After Tax (PAT).

4. Internal controls:

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has designed and implemented a process driven framework for Internal Financial Control ("IFC") within the meaning of the explanation of Section 134 (5) (e) of the Companies Act, 2013. For the year ended March 31, 2015, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business operations; wherein controls are in place and operating effectively and no material weakness exists. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect of your Company's operation.

5. Subsidiaries:

During the year, your Company acquired remaining 50% of the paid-up equity share capital of Welspun Zucchi Textiles Limited ("WZTL") and as a result WZTL has become wholly owned subsidiary of your Company. Further, Kojo Canada, Inc. (Canada), a subsidiary of your Company was dissolved during the year. Refer to Annexure 1 for the list of subsidiaries.

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

6. Auditors:

i. Auditors:

Your Company's Auditors, Price Waterhouse Chartered Accountants LLP, who have been appointed up to the conclusion of the 32nd Annual General Meeting subject to ratification by the Members of your Company at every Annual General Meeting, have given their consent to continue to act as the Auditors of your Company for the remaining tenure. Price Waterhouse Chartered Accountants LLP is holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Members are requested to ratify their appointment as the Auditors of your Company and to fix their remuneration by passing an ordinary resolution under Section 139 of the Companies Act, 2013.

ii. Secretarial Auditor:

The Board of Directors has re-appointed Mr. Uday Sohoni, Practicing Company Secretary, as the Secretarial Auditor of your Company for the year 2015-16.

7. Auditors' Report:

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

8. Share Capital & Listing:

i. Issue of equity shares with differential rights, sweat equity shares and ESOPs.

During the year under report, no shares with differential rights were issued by your Company, nor did your Company allot any equity share as sweat equity share. Your Company has adopted intrinsic value method for the valuation and accounting of the aforesaid stock options as per SEBI guidelines. Since the grants were made at an exercise price equal to the closing market price at the time of grant, no amount was required to be accounted as employee compensation cost. The fair value of the options as per the "Black Scholes" model comes to Rs. 17.49 per option. Had your company valued and accounted the aforesaid options as per the "Black Scholes" model, the employee compensation cost would have been higher by Rs. 0.15 million, the Profit after tax for the year would have been lower by Rs. 0.15 million, the basic earnings per share would have been lower by Re. 0.001. Refer to Note 39 of the audited financial statements for other details including significant assumptions used during the year to estimate the fair values of options. Your Company did not grant any stock option during the year.

iii. Listing with the stock exchanges:

Your Company's equity shares are listed on Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE). The Secured Non-Convertible Debentures of your Company are listed on NSE. Annual listing fees for the year 2015-16 have been paid to BSE and NSE.

9. Finance:

i. Credit Rating:

During the year, your Company has been assigned a Long-Term Issuer Rating of "IND AA -" (Outlook Stable) by India Ratings & Research, a Fitch group Company.

ii. Non-convertible Debentures:

During the year, your Company has allotted 1,000 debentures on March 31,2015 aggregating to Rs. 1 billion, redeemable at the end of 3 years of the date of allotment and carry interest rate of 10.40% p. a. payable half yearly. Your Company has the option to redeem the debentures any time after the expiry of 15 days from deemed date of allotment at par.

iii. Utilisation of proceeds from issue of non- convertible Debentures:

Proceeds of Rs. 1 billion raised by issue of non- convertible debentures on March 31, 2015 have been parked in liquid investments pending utilisation.

iv. Deposits:

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

10. Extract of the annual return:

An extract of the annual return in Form MGT-9 of the Companies (Management and Administration) Rules, 2014 is attached to this report as Annexure - 1.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the annexure attached herewith as Annexure - 3.

12. Corporate Social Responsibility (CSR):

Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are annexed to this report as Annexure 4.

13. Board of Directors:

Your Company's Board comprises of mix of Executive and Non-Executive Directors with considerable experience and expertise across a range of fields such as finance, accounts, legal and general management and business strategy. Except the nominee appointed by IDBI Bank and the independent directors, all other directors are liable to retire by rotation as per the provisions of the Companies Act, 2013. It is confirmed that, except for Mr. Balkrishan Goenka and Ms. Dipali Goenka who are husband and wife, there is no relationship between the directors inter-se. The details of the Directors and their meetings held during the year have been given in the Corporate Governance Report, attached herewith, which forms part of this Directors' Report.

i. Changes in Directors and Key Managerial Personnel:

Mr. Dadi Engineer, independent director, has resigned with effect from April 29, 2015. Mr. Engineer has been associated with your Company for almost 24 years. The Board of Directors places on record its appreciation for valuable contributions provided by Mr. Engineer as a director.

Mr. Altaf Jiwani was appointed as the Chief Financial Officer upon which Mr. Rajesh Mandawewala, who was handling dual role of Managing Director and Chief Financial Officer was relieved from his role as Chief Financial Officer.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your Company, Ms. Dipali Goenka is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for her re- appointment.

Details about the directors being appointed / re- appointed are given in the Notice of the forthcoming Annual General Meeting.

ii. Declaration by an Independent Director(s) and re- appointment, if any:

The independent directors on the Board of your Company met the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this report which may affect their respective status as an independent director.

iii. Directors' Evaluation:

The evaluation process was led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance vis-a-vis the plans, meeting challenging situations, performing leadership role within and effective functioning of the Board. The evaluation process invited, through IT enabled platform, graded responses to a structured questionnaire for each aspect of evaluation viz. time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions. For the financial year 2014-15, the annual performance evaluation was carried out which included evaluation of the Board, independent directors, non-independent directors, executive directors, Chairman, Committees of the Board, quantity, quality and timeliness of information to the Board. The independent directors evaluated all non-independent directors, the Board, the Committees, the Chairman and the information to the Board. The Nomination and Remuneration Committee and Board evaluated performance of the independent directors, the Board itself, the Chairman, the Executive Directors, the Committees of the Board, the information provided to the Board. All results were satisfactory.

iv. Committees of the Board of Directors:

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders' Relationship, Share Transfer and Investor Grievance Committee and meetings of those committees held during the year is given in the Corporate Governance Report.

14. Vigil mechanism:

Your Company has a Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Audit Committee. No personnel have been denied access to the Audit Committee.

15. Loans, guarantees and investments

Information of aggregate amounts of loans, guarantees given, or investments made, by your Company is as given under:

Loans referred to above have been given to Welspun Anjar SEZ Limited ("WASEZ"), 100% subsidiary of your Company which was utilized for land related expenses. Corporate Guarantee of Rs. 90 Crore was given to secure term loan availed for setting up of captive power plant by Welspun Captive Power Generation Limited ("WCPGL"), a subsidiary of your Company. Other corporate guarantees were given to secure working capital facilities availed by other subsidiaries of your Company.

16. Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into during the year under report were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by your Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of your Company at large. All related party transactions were entered into because of mutual need and to serve mutual interest. The Audit Committee has given its omnibus approval which is valid for 12 months from the date of its approval. Your Company's policy on Related Party Transactions as approved by the Board is uploaded on your Company's website. Your Company has entered into consultancy agreement for availing professional services with Technopak Advisors Private Limited, a company in which Mr. Arvind Kumar Singhal, non-executive director of your Company is the Managing Director. This contract was at arm's length and in the ordinary course of business. Except for this, directors' sitting fees, related party transactions listed in the financial statements, none of the Directors has any pecuniary relationships or transactions vis- a-vis your Company. Disclosures as required under the Companies Act, 2013 are given in Form AOC-2 annexed as Annexure 5 to this Report.

(c) Your company had 15,631 permanent employees on its payrolls.

(d) The turnover of your Company was increased by 24.82% and EBITDA of your Company increased by 39.61% during financial year 2014-15. Median remuneration increased by 19.90%. Increase in median remuneration was in line with the performance of your Company.

(e) Comparison of the remuneration of the Key Managerial Personnel against the performance of your Company : The remuneration of the Key Managerial Personnel is 0.18% of EBITDA of your Company for the financial year 2014-15;

(f) Market Capitalisation of your Company as on March 31,2015 was Rs. 35,738.61 million and as on March 31,2014 it was Rs. 10,104.89 million.

(g) Price earnings ratio as at the closing of March 31, 2015 was 7.00 and at the closing of March 31,2014, was 33.79.

(h) The share price increased by 611.50% (Rs. 355.75 as on March 31, 2015) in comparison to the rate at which your Company came out with the public issue in April, 1993 i.e. Rs. 50 per share.

(i) Average percentage increase in the salaries of employees other than the managerial personnel in the financial year 2014-15 was 17.70%. The percentage increase in the managerial remuneration was 419.92%, however it is not comparable as Chairman, Managing Director and Executive Director were not paid any commission during the financial year 2013-14 and further, Mr. Altaf Jiwani, Chief Financial Officer was employed for only part of the year 2014-15.

(j) The key parameters for any variable component of remuneration availed by the directors are as per the Nomination and Remuneration Policy. Chairman, Managing Director and Executive Director are being paid commission of 1% of profits as approved by the shareholders of your Company.

(k) We affirm that the remuneration is as per the Nomination and Remuneration Policy of your Company.

ii. Details of the every employee of your Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as given below:

Name, Designation, Age, DOJ, Current CTC (Rs), Qualification, Previous Company, Nature of Employment, % Of Equity Shares held in your Company, Relative of any Director/ Manager of your Company.

Dipali Goenka, Executive Director, 45, 01.04.2013, 86,132,829, B.A. (Psychology), -, Contractual, 0.07, Yes; Dinesh Jain, President - Finance, 57, 12.06.2004, 6.938.000, CA,LLB, Bhilwara Spinners, Permanent, 0.05, No; Suneel Mohnot, President - Commercial, 56, 26.08.2013, 8,125,000, M.COM, MBA, Reliance Industries Ltd., Permanent, 0, No; D.S Kalra, President - Projects, 46, 23.05.2014, 7,200,000, PGDM, B.TECH, SEL Manufecturing Company Ltd., Permanent, 0, No; Altaf Jiwani, Chief Financial Officer, 48, 02.02.2015, 22.400.000, B.TECH, MMS, RPG Group, Permanent, 0, No; Anil Channa, Executive Director - Operations, 66, 03.10.2014, 10,660,000, BE, B.Tech, MBA, PGDM, S.Kumars, Permanent, 0, No; Ashok Kumar Joshi, Director - Operations, 55, 02.07.2013, 14,300,000, B.TECH, Donear, Permanent, 0, No; Rajesh Mandawewala, Managing Director , 53, 01.12.1985, 88,613,458, CA, -, Permanent, 0.00 No; Mukund Prasad, Director - IT, 57, 20.07.2009, 20,000,000, BSC(ENGG) Mechanical & PGDBM (XLRI), Ranbaxy Laboratories Limited, Permanent, 0, No; Anil Nimbargi, Senior Vice President - IT, 49, 09.09.2009, 7,234,029, BSc., MBA (PROD/MKTG/ MGMT), Ispat Industries Limited, Permanent, 0, No; Milind Hardikar, Executive Director - Textile Park, 54, 24.04.2012, 17,072,076, BE(MECH), MMS, Arvind Limited, Permanent, 0, No; Sasanka Aich, Director - Textile Park, 61, 17.07.2013,

11.080.000, B Tech, Alok Industries Limited, Permanent, 0, No; Sandip Grover, President - HCGA, 53, 08.02.2012, 7,500,000, MBA, Mantteva (HR & Strategy Consultancy), Permanent, 0, No; Asim Chakraborty, Director - (Civil), 54, 23.01.2003, 9,753,324, BE (Civil), Welspun Corp Limited, Permanent, 0, No.

iii. Ms. Dipali Goenka, who is in receipt of remuneration and commission from your Company and who is the Executive Director of your Company receives Rs. 4.8 million as remuneration and commission of 2% of profits also from Welspun Global Brands Limited, a subsidiary of your Company.

iv. Details of managerial remuneration and payments to other directors is given in the Corporate Governance Report attached to this Directors' Report.

18.Secretarial Audit Report:

Secretarial Audit Report given by Mr. Uday Sohoni, Practicing Company Secretary is annexed with the report as Annexure 6.

19. Corporate Governance Certificate:

The Compliance certificate obtained from Mr. Uday Sohoni, Practicing Company Secretary regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed to the Corporate Governance Report.

20. Risk Management:

Your Company is exposed to risks across all levels and functions of the organization. The Board has approved Enterprise Risk Management Policy (ERMP) to effectively address financial, operational, business, compliance and strategic risk. A structured enterprise risk management program has been formulated. Refer to the Management Discussion and Analysis Section of this report for risks and threats applicable to your Company.

21. Familiarization programme for Independent Director:

The details of familiarization program (for independent directors) are disclosed on your Company's website and a web link thereto is: http://welspunindia.com/ policy/Familiarisation%20program.pdf

22. Directors' Responsibility Statement:

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, your directors hereby confirm that:

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

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

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

d. the directors had prepared the annual accounts on a going concern basis;

e. being a listed company, the directors had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively; and

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

23. Miscellaneous:

During the year under report, there was no change in the general nature of business of your Company. No material change or commitment has occurred which would have affected the financial position of your Company between the end of the financial year of your Company to which the financial statements relate and the date of the report. No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and your Company's operations in future. Further, the Board of your Company approved the Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace at its meeting held on January 27, 2014 and formed the Internal Complaints Committee for each locations of your Company. No case of sexual harassments was reported to the Internal Complaints Committee during the year under review. Your Company has not made any provision of money for the purchase of, or subscription for, shares in your Company or its holding company, to be held by or for the benefit of the employees of your Company and hence the disclosure as required under Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required.

24. Acknowledgements:

Your directors thank the Government authorities, financial institutions, banks, customers, suppliers, shareholders, employees and other business associates of your Company, who through their continued support and co- operation, have helped as the partner in your company's progress and achievement of its objectives.

For and on behalf of the Board of Directors

Mumbai Balkrishan Goenka

April 29, 2015 Chairman

---

Mar 31, 2014

Dear members,

The directors have pleasure in presenting their 29th Annual Report on the standalone Audited Financial Statements of the Company for the financial year ended March 31,2014.

I. FINANCIAL HIGHLIGHTS (Standalone) % age to Particulars FY 2013-14 Total Revenue FY 2012-13 Revenue from Operations (Net) 35,312.03 97.15 30,429.46

Other lncome 1,036.24 2.85 491.72

TotaI Revenue (A) 36,348.27 100.00 30,921.18

Cost of Materials Consumed 19,717.89 54.25 16,944.25

Purchases of Stock-in-Trade 69.74 0.19 81.14

Changes in Inventory of Finished Goods,Work- in-Progress and Stock in- Trade (1034.00) (2.84) 44.73

Employee Benefits Expenses 2,342.69 6.45 1,817.71

Finance Costs 1,439.14 3.96 1,384.31



Depreciation and Amortization Expenses *6,227.92 * 17.13 1,328.09



Other Expenses 7,138.56 19.64 7,049.31

TotaI Expenses (B) 35,901.94 98.77 28649.54

Profit Before Extraordinary ltems and Tax (PBT) (A - B) 446.33 1.23 2271.64

Extraordinary ltems Provision for Doubtful Loans and Advances _ _ 83 85

Profit Before Tax 446.33 1.23 2187.79



Tax Expense 147.97 - 473.74

Profit/(Loss) After Taxation 298.36 0.82 1,714.05

(Rs. in Millions) Particulars % age toTotalRevenue Revenue from Operations (Net) 98.41

Other lncome 1.59

TotaI Revenue (A) 100.00

Cost of Materials Consumed 54.80

Purchases of Stock-in-Trade 0.26

Changes in Inventory of Finished Goods,Work- in-Progress and Stock in- Trade 0.14

Employee Benefits Expenses 5.88

Finance Costs 4.48



Depreciation and Amortization Expenses 4.30



Other Expenses 22.80

TotaI Expenses (B) 92.65



Profit Before Extraordinary ltems and Tax (PBT) (A - B) 7.35

Extraordinary ltems Provision for Doubtful Loans and Advances 0.27

Profit Before Tax 7.08



Tax Expense -

Profit/(Loss) After Taxation 5.54





* Refer to para below titled change in method of Depreciation

The financial year 2013-14 saw consistent growth in turnover. Revenue from operations increased by 16.05%. Cost of materials consumed rose proportionately with increase in turnover. It was increased by 16.37%. Employee benefit expenses showed a sharp increase of 28.88% during the financial year 2013-14. Depreciation and amortization expenses for the year have increased as a result of change in method of depreciation which has been elaborated below. To sum it up, the it was a good year for the Company and its stakeholders.

Change in method of Depreciation:

During the quarter ended September 30, 2013, Welspun India Limited changed the method of providing depreciation on its plant and machinery from straight-line method to reducing balance method as it was considered that it would result in more appropriate preparation and presentation of the Financial Statements of the company. Accordingly, depreciation on plant and machinery was recalculated from original date on which the assets came into use and incremental depreciation of Rs. 4,630.96 million from such revision was charged to Profit & Loss Account. As a result, depreciation and amortization expenses for the year ended March 31,2014 is higher by Rs. 4,738.09 million and profit before tax for the year ended March 31, 2014 is lower by Rs. 4,738.09 million with a consequential impact on profit after tax for the year.

II. DIVIDEND

Considering your Company''s performance during FY 2013-14, the Board of Directors recommends for approval of the members a dividend of Rs. 3 per share for the financial year 2013-14. The dividend, if approved by the shareholders and considering equity shares allotted till the date of this report, would result in total cash outflow of Rs. 352.32 million including dividend distribution tax. Dividend will be paid to those shareholders, who hold shares on the last day of book-closure i.e. June 25,2014.

III. QUALITY AND RESEARCH & DEVELOPMENT

Your Company continues to emphasize on qualitative growth, and believes that quality of its products is its strength in the complex market environment. Your Company is committed to bring about positive change in each and every process and has a team of fully focused personnel on Research & Development. Particulars of activities relating thereto have been given in Annexure hereto.

IV. DIRECTORS

Since the date of the last Directors'' Report, Mr. Arvind Kumar Singhal has been appointed as an additional director of the Company with effect from January 27,2014 to hold office upto date of the next Annual General Meeting.

Pursuant to the provisions of Section 150(2) read with Section 149(10) of the Companies Act, 2013, shareholders'' approval is sought for the appointment of Mr. Dadi Engineer, Mr. Apurba Kumar Dasgupta, Mr. Ram Gopal Sharma and Mr. Arun Todarwal as Independent Directors of the Company for a term of five consecutive years, at the forthcoming annual general meeting.

In the ensuing Annual General Meeting, Mr. Balkrishan Goenka, Chairman, will be retiring by rotation, and being eligible, has offered himself to be re-appointed. Further, details about him are given in the Notice of the ensuing Annual General Meeting, being sent to the members along with this report. The Board recommends his re-appointment.

V. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology ab sorption and foreign exchange earnings and outgo is given in Annexure forming part of this report.

VI. SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs vide its General Circular No. 2 /2011 dated February 8, 2011 granted general exemption to companies from attaching a copy of the Balance Sheet, the Profit and Loss Account and other documents of their subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of companies subject to fulfillment of conditions stipulated in the circular. Therefore, the said Reports of the sub sidiary companies have not been attached herewith. However, a statement giving certain information as required by the Ministry is placed along with the Consolidated Accounts.

The Company shall provide a copy of Annual Report and other documents of its subsidiary companies as required under Section 212 of the Companies Act to the shareholders upon their request, free of cost.

VII. FIXED DEPOSIT

During the year under review, your Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made thereunder. No amount on account of principal or interest on public deposit was outstanding on the date of the Balance Sheet.

VII. EMPLOYEE STOCK OPTION SCHEME

On June 30, 2009, the Company issued Employee Stock Options (ESOP) under the Employee Stock Options Scheme (the "Scheme") to employees of the Company with a right to subscribe to equity shares at a price of Rs. 35.60 per equity share (closing market price as on June 30, 2009). The stock options can be exercised during a period of 3 years from the date of vesting. All outstanding stock options stand vested with effect from June 30,2013.

The details of options granted to the employees are as under :

Total number of employees : 82 Maximum number of options granted : 22,65,000 Average number of options granted : 27,622



The particulars required to be disclosed pursuant to Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as on March 31,2014, areas under:

a. Options granted : 22,65,000

b. The pricing formula : The exercise price is Rs.35.60 per equity share i.e the latest available closing market price of share atthe time of grant i.e June 30,2009.

c. Options vested but not exercised and not lapsed : 118,500

d. Options exercised : 1,193,000

e. The total number of shares arising as a result of exercise of Options : 1,193,000

f. Options lapsed/surrendered : 953,500

g. Variation of terms of Option : Not applicable

h. Money realized by exercise of Options : Rs.42,470,800



i. Total number of Options in force : 118,500

j. Employee wise details of options granted to: i. Senior Managerial Personnel (other than the ex-employees whose options have lapsed on resignation) : Nil

ii. Any other employee who received a grant in any one year of option amounting to 5% or more of options granted during that year : Nil

iii. Employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital of the company at the time of grant : Nil

k. Earnings Per Share (EPS) of Option calculated in accordance with Accounting Standard AS-20

Diluted before Extraordinary items : Rs. 2.98



Basic after Extraordinary items : Rs. 2.98

Diluted after Extraordinary items : Rs. 2.98

I. The Company has adopted intrinsic value method for the valuation and accounting of the aforesaid stock options as per SEBI guidelines. Since the grants were made at an exercise price equal to the closing market price at the time of grant, no amount was required to be accounted as employee compensation cost. The fair value of the options as per the "Black Scholes" model comes to Rs. 17.49 per option. Had the company valued and accounted the aforesaid options as per the "Black Scholes" model, the employee compensation cost would have been higher by Rs. 1.57 million, the Profit After Tax for the year would have been lower by Rs. 1.57 million, the basic earnings per share would have been lower by Re. 0.02. m. Weighted average fair value of options: Rs. 17.49

n. The "Black Scholes" model captures all the variables with their respective appropriateness which influences the fair value of stock options. The significant assumptions to estimate the fair value of options as per "Black Scholes" model are:

Vest 1 Vest 2 Vest 3 Vest 4 June 30, June 30, June30, June 30, 2010 2011 2011 2013

Variables 20.00% 20.00% 30.00% 30.00%

Stock Price 34.85 34.85 34.85 34.85

Volatility 63.52% 59.33% 54.45% 53.18%



Risk-free Rate 6.15% 6.31% 6.46% 6.61%

Exercise Price 35.60 35.60 35.60 35.60

Time to Maturity 2.50 3.50 4.50 5.50



Dividend Yield 0.00% 0.00% 0.00% 0.00%

IX. PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and Accounts is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

X. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended March 31,2014 on a ''going concern'' basis.

XI. AUDITORS

Your Company''s Auditors M/s. Price Waterhouse, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as the Auditors of the Company for the forthcoming tenure. Members are requested to consider their re-appointment as the Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 139 of the Companies Act, 2013.

XII. AUDITORS'' REPORT

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

XIII. COST AUDIT REPORT

The Company has appointed M/s Kiran J Mehta and Co., (FRN-000025) Cost Accountants for conducting Cost Audit for the Company for the financial year 2013-14. The Cost Audit for the year is in progress and the report will be e-filed with the Ministry of Corporate Affairs, Government of India, in due course. The Cost Audit Report for the financial year 2012-13 was e-filed on August 26,2013.

XIV. CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a voluntary code of self-discipline. Your Company continuously endeavors to follow healthy Corporate Governance practices to nurture interest of all stakeholders in the Company.

A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from a practicing company secretary regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report. Management Discussion and Analysis Report is separately given in the Annual Report.

XV. CONSOLIDATED FINANCIAL STATEMENTS

As stipulated under Clause 32 of the Listing Agreement with the Stock Exchanges and Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by the ICAI. The Audited Consolidated Financial Statements together with Auditors'' Report thereon forms a part of the Report.

XVI. ACKNOWLEDGEMENT

Your directors express deep sense of appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, creditors and shareholders and for the devoted services rendered by the executives, staff and workers of the Company.

For and on behalf of the Board

Mumbai B. K. Goenka May20,2014 Chairman

---

Mar 31, 2013

To, The Members of WELSPUN INDIA LIMITED

The directors have pleasure in presenting their 28th Annual Report on the standalone Audited Financial Statements of the Company for the financial year ended March 31, 2013.

I. FINANCIAL HIGHLIGHTS (Standalone)

(Rs. in Million)

Current % age to Previous % age Particulars year Total year to Total 31.03.2013 Income 31.03.2012 Income

Revenue from Operations (Net) 30,429.46 98.41 25909.95 98.57

Other Income 491.72 1.59 375.88 1.43

Total Revenue (A) 30,921.18 100.00 26285.83 100.00

3C6o0st4 o1 2f 7m4a1t.e0r0ials consumed 16,944.25 54.80 13541.49 51.52

Purchases of stock-in-trade 81.14 0.26 153.46 0.58

Changes in inventory of finished goods, work-in- progress and 44.73 0.14 240.18 0.91 stock-in-trade

Employee benefits expenses 1,817.71 5.88 1541.65 5.86

Finance costs 1,384.31 4.48 1438.51 5.47

Depreciation and amortization expenses 1,328.09 4.30 1187.43 4.52

Other expenses 7,049.31 22.80 5931.79 22.57

Total expenses (B) 28649.54 92.65 24034.51 91.43

Profit Before Exceptional and extraordinary items 2271.64 7.35 2251.32 8.56 and tax (A – B)

- Provision for diminution in value of Investments 0 0.00 81.79 0.31

Profit before extraordinary items and tax (PBT) 2271.64 7.35 2169.53 8.25

Extraordinary Items

- Provision for doubtful loans and advances 83.85 0.27 284.35 1.08

Profit before tax 2187.79 7.08 1885.18 7.17

Tax Expense

- Current Tax 282.92 446.97

Less : Minimum Alternative Tax Credit Availed 0 16.42

Total 282.92 430.55

- Short Provision for Tax in Earlier Years 0 0.27

- Deferred Tax 190.82 283.26

Profit/ (Loss) After Taxation 1,714.05 5.54 1,171.10 4.46

During the year under report, your Company registered a growth of 17.44% in Revenue from Operations, 16.05% in PBT and 46.36% in PAT.

Your Company continued its growth in topline. Although western economies, particularly European economies, are not completely out of financial crisis, your Company could sustain growth over its performance in FY 12-13.

II. DIVIDEND

Considering your Company''s performance during FY 2012-13, the Board of Directors recommends for approval of the members a final dividend of Rs. 2 per share for the financial year 2012-13. During FY 2012-13, your Company declared and paid an interim dividend of Rs. 2 per share resulting in total dividend of Rs. 4 per share. The final dividend, if approved by the shareholders, would result, together with the interim dividend already paid, in total cash outflow of Rs. 441.71 million including dividend distribution tax.

III. SCHEME OF ARRANGEMENT

Pursuant to the Composite Scheme of Arrangement between your Company, erstwhile Welspun Global Brands Limited and Welspun Retail Limited (now renamed as Welspun Global Brands Limited) which became effective from December 7, 2012 ("Scheme"), erstwhile Welspun Global Brands Limited was merged into your Company and as per the Scheme your Company allotted 10,475,496 equity shares of Rs. 10 each of the Company to the shareholders of erstwhile Welspun Global Brands Limited in the ratio of 1 equity share of your Company for every equity share held in erstwhile Welspun Global Brands Limited as on the record date of December 27, 2012.

IV. QUALITY AND RESEARCH & DEVELOPMENT

Your Company continues to emphasize on qualitative growth, and believes that quality of its products is its strength in the complex market environment. Your Company is committed to bring about positive change in each and every process and has a team of fully focused personnel on Research & Development. Particulars of activities relating thereto have been given in Annexure hereto.

V. DIRECTORS

Since the date of the last Directors'' Report, Mrs. Dipali Goenka has been appointed as an executive director of the Company with effect from April 1, 2013.

In the ensuing Annual General Meeting, Mr. Rajesh Mandawewala, Managing Director and Mr. Dadi Engineer, an independent director, will be retiring by rotation, and being eligible, have offered themselves to be re-appointed. Further, details about them are given in the Notice of the ensuing Annual General Meeting, being sent to the members along with this report. The Board recommends their re-appointment.

VI. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure forming part of this report.

Your Company has been awarded Corporate Sustainability Stewardship Award for Resource Conservation Leadership in Manufacturing for implementing a comprehensive resource conservation plan over the last 2 years. Initiatives for energy conservation have led to saving of 15740 units of power and 11 MT coal per day. In addition, water savings to the tune of 403 KL/day have been achieved by your Company. Your Company''s Anjar plant has installed a Bio-Gas Plant to generate biogas from all bio- degradable wastes like Biological Sludge, garden, kitchen and canteen waste. In addition, your Company has succeeded in harvesting approximately 2 billion litres of rain water.

VII. SUBSIDIARY COMPANIES

Pursuant to the Scheme, your Company became the holding company of 1) Welspun Global Brands Limited (earlier known as Welspun Retail Limited), 2) Welspun Mauritius Enterprises Limited (Mauritius), 3) Novelty Home Textiles S.A. de C.V. (Mexico), 4) Welspun Holdings Private Limited (Cyprus), 5) Welspun Home Textiles UK Limited (UK), 6) CHT Holdings Limited (UK), 7) Christy Home Textiles Limited (UK), 8) Welspun UK Limited (UK), 9) Christy 2004 Limited (UK), 10) Christy Welspun GmbH (Germany), 11) E. R. Kingsley (Textiles) Limited (UK), 12) Christy UK Limited (UK), 13) Welspun USA, Inc. (USA), 14) Welspun Decorative Hospitality LLC (USA), 15) Kojo Canada Inc. (Canada).

Your Company''s 100% subsidiary, Besa Developers and Infrastructure Private Limited, continues to be 100% subsidiary. Subsequent to cessation of operations by Welspun Mexico S.A. de C.V., your Company sold its entire shareholding in Welspun Mexico S.A. de C.V. (Mexico) to an unrelated party on March 28, 2013. Welspun AG (Switzerland), an erstwhile subsidiary of your Company was liquidated on March 29, 2013.

The Ministry of Corporate Affairs vide its General Circular No. 2 / 2011 dated 8th February, 2011 granted general exemption to companies from attaching a copy of the Balance Sheet, the Profit and Loss Account and other documents of their subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of companies subject to fulfillment of conditions stipulated in the circular. Therefore, the said Reports of the subsidiary companies have not been attached herewith. However, a statement giving certain information as required by the Ministry is placed along with the Consolidated Accounts.

The Company shall provide a copy of Annual Report and other documents of its subsidiary companies as required under Section 212 of the Companies Act to the shareholders upon their request, free of cost.

VIII. FIXED DEPOSIT

During the year under review, your Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made thereunder.

IX. EMPLOYEE STOCK OPTION SCHEME

On June 30, 2009, the Company issued 22,65,000 Employee Stock Options under the Employee Stock Options Scheme (the "Scheme") to employees of the Company and its subsidiaries with a right to subscribe to equity shares at a price of Rs. 35.60 per equity share (closing market price as on June 30, 2009). The stock option can be exercised during a period of 3 years from the date of vesting. The dates of vesting of options are June 30, 2010 (20%), June 30, 2011 (20%), June 30, 2012 (30%) and June 30, 2013 (30%).

The details of options granted to the employees are as under:

Total number of employees : 82

Maximum number of options granted : 22,65,000

Average number of options granted : 27,622

The particulars required to be disclosed pursuant to Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as on March 31, 2013, are as under:

a. Options granted: 22,65,000

b. The pricing formula: The exercise price is Rs. 35.60 per equity share i.e. the latest available closing market price of share at the time of grant i.e. June 30, 2009.

c. Options vested but not exercised and not lapsed: 163,500

d. Options exercised: 859,000

e. The total number of shares arising as a result of exercise of Options: 859,000

f. Options lapsed /surrendered: 766,000

g. Variation of terms of Option: Not applicable h. Money realized by exercise of Options: Rs. 30,580,400 i. Total number of Options in force: 552,000 j. employee wise details of options granted to:

i. Senior Managerial Personnel (other than the ex- employees whose options have lapsed Nil on resignation)

ii. Any other employee who received a grant in any one year of option amounting to 5% or Nil more of options granted during that year iii. Employees who were granted options, during any one year, equal to or exceeding 1% of the Nil

issued capital of the company at the time of grant

k. Earnings Per Share (EPS) of Option calculated in accordance with Accounting Standard AS-20:

Diluted before Extraordinary items Rs. 17.96

Basic after Extraordinary items Rs. 17.19

Diluted after Extraordinary items Rs. 17.12

l. The Company has adopted intrinsic value method for the valuation and accounting of the aforesaid stock options as per SEBI guidelines. Since the grants were made at an exercise price equal to the closing market price at the time of grant, no amount was required to be accounted as employee compensation cost. The fair value of the options as per the "Black Scholes" model comes to Rs. 17.49 per option. Had the company valued and accounted the aforesaid options as per the "Black Scholes" model, the employee compensation cost would have been higher by Rs. 0.96 million, the Profit After Tax for the year would have been lower by Rs. 0.65 million, the basic earnings per share would have been lower by Re. 0.01.

m. Weighted average fair value of options: Rs. 17.49

n. The "Black Scholes" model captures all the variables with their respective appropriateness which influences the fair value of stock options. The significant assumptions to estimate the fair value of options as per "Black Scholes" model are:

Vest 1 Vest 2 Vest 3 Vest 4 June 30, 2010 June 30, 2011 June 30, 2012 June 30, 2013

Variables 20.00% 20.00% 30.00% 30.00%

Stock Price 34.85 34.85 34.85 34.85

Volatility 63.52% 59.33% 54.45% 53.18%

Risk-free Rate 6.15% 6.31% 6.46% 6.61%

Exercise Price 35.60 35.60 35.60 35.60

Time to Maturity 2.50 3.50 4.50 5.50

Dividend Yield 0.00% 0.00% 0.00% 0.00%

X. PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report.

However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

XI. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review; (iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) that the Directors have prepared the accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

XII. AUDITORS

Your Company''s Auditors M/s. Price Waterhouse, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, have given their consent to act as the Auditors of the Company for the forthcoming tenure. Members are requested to consider their re-appointment as the Auditors of the Company and to fix their remuneration by passing an ordinary resolution under Section 224 of the Companies Act, 1956.

XIII. AUDITORS'' REPORT

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

XIV. COST AUDIT REPORT

The Company has appointed M/s Kiran J Mehta and Co., (FRN- 000025) Cost Accountants for conducting Cost Audit for the Company for the financial year 2012-13. The Cost Audit for the year is in progress and the report will be e-filed with Ministry of Corporate Affairs, Government of India, in due course. The Cost Audit Report for the financial year 2011-12 was e-filed on December 21, 2012. The extended due date for e-filing of the Cost Audit report for the financial year 2011-12 was February 28, 2013.

XV. CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a voluntary code of self-discipline. Your Company continuously endeavors to follow healthy Corporate Governance practices to nurture interest of all stakeholders in the Company.

A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from a practicing company secretary regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report. Management Discussion and Analysis Report is separately given in the Annual Report.

XVI. CONSOLIDATED FINANCIAL STATEMENTS

As stipulated under Clause 32 of the Listing Agreement with the Stock Exchanges and Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by The ICAI. The Audited Consolidated Financial Statements together with Auditors'' Report thereon forms a part of the Report.

XVII. ACKNOWLEDGEMENT

Your directors express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Employees, Banks, Government Authorities, Creditors and Shareholders and for the devoted services rendered, by the Executives, Staff and Workers of the Company.

For and on behalf of the Board

Mumbai B. K. Goenka

May 15, 2013 Chairman

---

Mar 31, 2011

The Members,

WELSPUN INDIA LIMITED

The directors have pleasure in presenting their 26th Annual Report on the Audited Financial Statements of the Company for the financial year ended March 31, 2011.

I. FINANCIAL HIGHLIGHTS (Rs. in Millions except EPS) % age to Current year Particulars Total 31.03.2011 Income

Turnover 19,907.62 96.48

Other Income 726.20 3.52

Total Income 20,633.82 100.00

Profit before Interest, Depreciation and Tax (PBIDT) 2,949.40 14.29

PROFIT BEFORE TAX (PBT) 1,028.67 4.99

Less: Provision for taxation 349.48 1.69

PROFIT / (LOSS) AFTER TAX (PAT) from ordinary activities 679.19 3.29

Less: Provision for diminu tion in value of investments, loans and advances 1,677.03 8.13

PROFIT / (LOSS) AFTER TAX (PAT) (997.84) -4.84

Add: Balance brought forward from the previous year 3,046.18 -

Profit available for appropriation 2,048.34 -

Less: Proposed Equity Dividend - -

Less: Preference Dividend - -

Less: Final dividend for previous year 15.60 -

Less: Tax on Proposed Equity Dividend 2.60 -

Balance carried to next year 2030.14 -

Earnings Per share (EPS)

- Basic before Extraordinary items 7.71 -

- Diluted before Extraordinary items 7.66 -

- Basic and Diluted after Extr aordinary items (11.33) -



(Rs. in Millions except EPS)

% age to Previous year Total Particulars 31.03.2011 Income

Turnover 18,235.41 96.93

Other Income 577.30 3.07

Total Income 18,812.71 100.00

Profit before Interest, Depreciation and Tax (PBIDT) 3,637.86 19.34

PROFIT BEFORE TAX (PBT) 1,704.56 9.06

Less: Provision for taxation 554.50 2.95

PROFIT / (LOSS) AFTER TAX (PAT) from ordinary activities 1,150.06 6.11

Less: Provision for diminu tion in value of investments, loans and advances - -

PROFIT / (LOSS) AFTER TAX (PAT) 1,150.06 6.11

Add: Balance brought forward from the previous year 2,001.65 -

Profit available for appropriation 3,151.71 -

Less: Proposed Equity Dividend 73.09 -

Less: Preference Dividend 17.41 -

Less: Final dividend for previous year - -

Less: Tax on Proposed Equity Dividend 15.03 -

Balance carried to next year 3,046.18 -

Earnings Per share (EPS)

- Basic before Extraordinary items 15.73 -

- Diluted before Extraordinary items 15.73 -

- Basic and Diluted after Extr aordinary items 15.73 -

During the year under report, the Company registered a growth of 9.17% in Turnover. Further, the Company witnessed a fall of 18.92% in PBIDT, 39.65% in PBT, and 186.76% in PAT over those in the previous year. The financial year 2010-11 was turbulent year for your Company. Steep increase in prices of cotton severely affected performance of global textile industry and this has resulted in reduced margins for your Company.

Product wise Production, Sales and Capacity Utilisation were as under:

Towel Bed Sheets (MT) (million Mtrs) 2010-11 2009-10 2010-11 2009-10

Production 39,416.38 38,966.67 37.20 39.31

Sales 36,035.21 36,284.19 37.50 39.93

Capacity 41,500.00 41,500.00 45.00 45.00 installed

%age of Prod 94.98% 93.90% 82.67% 87.34% uction toCap acity

Contribution to sales(%) 21% 35% 18% 21%

Cotton Yarn Rugs (MT) (MT) 2010-11 2009-10 2010-11 2009-10

Production 31,737.82 31,387.30 5,078.87 2,921.96

Sales 738.29 1,180.08 4,987.44 2,930.33

Capacity 33,130.00 33,130.00 10,151.00 10,151.00 installed

%age of Prod 95.80% 94.74% 50.03% 28.78% uction to Capacity

Contribution to sales(%) 39% 40% 22% 29%

II. DIVIDEND

On the back of struggling year witnessed by the Company, the Board of Directors did not recommend any dividend for the financial year 2010-11

III. QUALITY AND RESEARCH & DEVELOPMENT

Your Company continues to emphasize qualitative growth and believes that quality of its product has to be its strength in this complex market environment. Your Company is committed to bring about positive change in each and every process and has a team fully focused on Research & Development. Particulars of activities relating thereto have been given in Annexure II here to.

IV. DIRECTORS

In the ensuing Annual General Meeting, Mr. Dadi B. Engineer and Mr. A. K. Dasgupta will be retiring by rotation and being eligible have offered themselves to be reappointed. Mr. Dadi B. Engineer and Mr. A. K. Dasgupta are independent directors. Further, details about these directors are given in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with this report. The Board recommends their reappointment.

V. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure I forming part of this report.

VI. SUBSIDIARY COMPANIES:

The Ministry of Corporate Affairs vide its General Circular No. 2 / 2011 dated 8th February, 2011 granted general exemption to companies from attaching a copy of the Balance Sheet, the Profit and Loss Account and other documents of their subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of companies subject to fulfillment of conditions stipulated in the circular. Therefore, the said Reports of the subsidiary companies viz. Welspun AG, Switzerland Welspun Mexico SA de CV, Mexico and Besa Developers and Infrastructure Private Limited, India, are not attached herewith. However, a statement giving certain information as required by the Ministry is placed along with the Consolidated Accounts.

The Company shall provide a copy of Annual Report and other documents of its subsidiary companies as required under section 212 of the Companies Act to the shareholders upon their request, free of cost.

VII. AUDITORS' REPORT:

Report of M/s. Price Waterhouse & Co., the Statutory Auditors, on the Audited Financial Statements of the Company for the financial year ended March 31, 2011 contains a qualification regarding the accounts receivables balance of Rs. 696.02 million (March 31, 2010: Rs. 475.93 million) that is due from Welspun Retail Limited ("WRL"), a group company, as at March 31, 2011, in relation to which no valuation allowance has been estimated and adjusted in these financial statements which, in the statutory auditors' view, does not meet the requirement to consider prudence in selection of accounting policies, as set out in Accounting Standard 1 – Disclosure of Accounting Policies, as WRL has been incurring significant losses (Rs.199.73 million for the year ended March 31, 2011 and Rs. 1,205.96 million as at March 31, 2011 basis its audited financial statements as of and for the year ended March 31, 2011) and has also been unable to achieve its projected financial results in the previous and current financial reporting periods. The Company is of the view that, in order to turnaround WRL's operations, WRL has made a robust plan for widening its reach in the market by using new marketing strategies with aggressive cost reduction programs. Accordingly, in the opinion of the Management, the aforesaid accounts receivable as at March 31, 2011 is considered good and recoverable.

VIII. FIXED DEPOSIT

During the year under review, your Company has not accepted any fixed deposit within the meaning of Section 58-A of the Companies Act, 1956 and the Rules made thereunder.

IX. EMPLOYEE STOCK OPTION SCHEME:

The particulars required to be disclosed pursuant to Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are as under:

On June 30, 2009, the Company issued 22,65,000 Employee Stock Options under the Employee Stock Options Scheme (the "Scheme") to employees of the Company and its subsidiaries with a right to subscribe to equity shares at a price of Rs. 35.60 per equity share (closing market price as on June 30, 2009). The stock option can be exercised during a period of 3 years from the date of vesting. The dates of vesting of options are June 30, 2010 (20%), June 30, 2011 (20%), June 30, 2012 (30%) and June 30, 2013 (30%).

The Company has adopted intrinsic value method for the valuation and accounting of the aforesaid stock options as per SEBI guidelines. Since the grants were made at an exercise price equal to the closing market price at the time of grant, no amount was required to be accounted as employee compensation cost. The fair value of the options as per the "Black Scholes" model comes to Rs. 17.49 per option. Had the company valued and accounted the aforesaid options as per the "Black Scholes" model, the employee compensation cost would have been higher by Rs. 9.11 mn, the Profit After Tax for the year would have been lower by Rs. 6.27 mn, the basic loss per share would have been higher by Re. 0.07 and diluted loss per share would have been higher by Re. 0.07, respectively.

The "Black Scholes" model captures all the variables with their respective appropriateness which influences the fair value of stock options. The significant assumptions to estimate the fair value of options as per "Black Scholes" model are :

Vest 1 Vest 2 June 30, 2010 June 30, 2011

Variables 20% 20%

Stock Price 34.85 34.85

Volatility 63.52% 59.33%

Riskfree Rate 6.15% 6.31%

Exercise Price 35.60 35.60

Time to Maturity 2.50 3.50

Dividend Yield 0.00% 0.00%



Vest 3 Vest 4 June 30, 2012 June 30, 2013

Variables 30% 30%

Stock Price 34.85 34.85

Volatility 54.45% 53.18%

Riskfree Rate 6.46% 6.61%

Exercise Price 35.60 35.60

Time to Maturity 4.50 5.50

Dividend Yield 0.00% 0.00%

Mr. M. L. Mittal, Executive Director (Finance), being a senior management personnel has been granted 90,000 stock options.

The other employees have been granted 21,75,000 options. The details of options granted to the employees are:

Total number of employees : 82

Max. number of options granted : 22,65,000

Avg. number of options granted : 27,622

Cumulative disclosure

The particulars with regard to the stock options as on March 31, 2011 as required to be disclosed under the SEBI's guidelines are as follows:

Cumulative position as on March 31, 2011

Nature of disclosure Particulars

a. Options granted 22,65,000

b. The pricing formula The exercise price is Rs. 35.60 per equity share i.e. the latest available closing market price of share at the time of grant i.e. June 30, 2009.

c. Options vested but 102 ,250 not excercised and not lapsed

d. Options exercised 283,750

e. The total number of Total number of shares arising as a result shares arising as a res of exercise of options shall be 22,65,000 ult of excise of Option of Rs. 10/- each

f. Options lapsed / surrendered 375,000

g. Variation of terms - of Option

h. Money realized by exercise of Options Rs. 1,01,01,500

i. Total number of Options in force 16,06,250

No. of Options granted No. of Options exercised

(a) Details of options granted to / exercised the Whole-time Directors

j. 1. Mr. M.L. Mittal 90,000 18,000

(b) Any other employee NIL NIL who received a grant in any one year of option amounting to 5% or more of options granted during that year.

K. Employees who were NIL granted options, during any one year, equal to NIL or exceed ing 1% of the issued capital of the Company at the time of grant

l. Earnings Per Share (EPS) of Option calcu lated in accordance with Accounting Standard AS-20.

Diluted before Extrao rdinary items Rs. 7.66

Basic and Diluted after Extraordinary items (Rs. 11.33)

m. Weighted average fair value of options. Rs. 17.49

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

IX. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended March 31, 2011 on a ‘going concern' basis.

X. CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a voluntary code of self-discipline. Your Company continuously endeavors to follow healthy Corporate Governance practices to nurture interest of all stakeholders in the Company.

A separate report on Corporate Governance is annexed hereto as a part of this report. A certificate from a practicing company secretary regarding compliance of conditions of Corporate Governance as prescribed under Clause 49 of the Listing Agreement is attached to this report. Management Discussion and Analysis Report is separately given in the Annual Report.

XI. ACKNOWLEDGEMENT

Your directors express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, creditors and Shareholders and for the devoted services rendered, by the Executives, Staff and Workers of the Company.

For and on behalf of the Board

B.K. Goenka R. R. Mandawewala Executive Chairman Managing Director

Mumbai May 30, 2011