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

FINANCIAL HIGHLIGHTS

HIGHLIGHTS FOR THE YEAR

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

(b) Line Pipes

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

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

(c) DI Pipes

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

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

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

(d) Stainless Steel Bars and Pipes & Tubes

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

(e) Water Storage Tanks and Plastic Pipes

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

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

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

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

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

(f) TMT Rebar

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

ESG Initiatives

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

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

DI Pipes

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

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

SS Bars and Pipes & Tubes

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

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

Water Storage Tanks and Plastic Pipes

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

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

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

TMT Rebar

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

TRANSFER TO RESERVES

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

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

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

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

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

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

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

CORPORATE DEVELOPMENTS
Sintex BAPL Limited ("SBAPL")

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

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

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

East Pipes Integrated Company for Industry ("EPIC")

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

Welspun Specialty Solutions Limited ("WSSL")

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

Nauyaan Shipyard Private Limited ("NSPL")

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

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

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

Calcutta Stock Exchange Limited (“CSE")

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

Subsidiary/Joint Ventures/Associate Companies and their
performance

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

• Welspun Pipes Inc., Welspun Tubular LLC and Welspun

Global Trade LLC, are wholly owned subsidiaries in the

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

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

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

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

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

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

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

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

DEPOSITS

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

SHARE CAPITAL

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

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

DEBENTURES

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

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

EMPLOYEE STOCK OPTION SCHEME (ESOS)

ESOP 2005

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

ESOS 2022

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

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

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

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

ANNUAL RETURN

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

In terms of the provisions of Section 134 of the Act, the
Board to the best of its knowledge and ability, confirms that:

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

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

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

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

e. being a listed company, the directors had laid down
internal financial controls to be followed by your
Company and that such internal financial controls are
adequate and were operating effectively; and

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

CORPORATE GOVERNANCE

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

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

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

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

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

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

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

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

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

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

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

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

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

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

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

Cessation/Retirement of Director

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

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

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

Key Managerial Personnel

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

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

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

Meetings of the Board

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

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

Independent Directors

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

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

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

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

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

The key additional criteria for independence are mapped as under:

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

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

Shareholding of the Directors

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

Committees of the Board

The Board Committees play a crucial role in the governance structure of your Company and have been constituted to deal
with specific areas / activities as mandated by applicable regulations; which concern your Company and need a closer review.
Majority of the Members constituting the Committees are Independent Directors and each Committee is guided by its Charter
or Terms of Reference, which provide for the composition, scope, powers & duties and responsibilities. The Chairperson of the
respective Committees informs the Board about the summary of the discussions held in the Committee Meetings. The minutes
of the Meeting of all Committees are placed before the Board for review.

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

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

NOMINATION AND REMUNERATION POLICY

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

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

PARTICULARS OF EMPLOYEES

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

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

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

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

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

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

FORMAL ANNUAL EVALUATION
Background

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

Mode of evaluation

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

For the financial year 2024-25 the annual performance
evaluation was carried out by the Directors, which included
evaluation of the Board, Independent Directors, Non¬
independent Directors, Executive Director, Chairman,
Committees of the Board, Quantity, Quality and Timeliness
of Information to the Board.

Results

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

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

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

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

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

AUDITORS AND AUDIT REPORTS
Statutory Auditors

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

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

Cost Auditors

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

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

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

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

Secretarial Auditors

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

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

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

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

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

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

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

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

Secretarial Standards

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

Internal Auditors

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

Reporting of Frauds by the Auditors

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

INTERNAL CONTROLS & INTERNAL AUDIT

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

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

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

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

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

The Internal Auditor presents their reports to the Audit
Committee.

RISK MANAGEMENT

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

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

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT AND
NON EXECUTIVE DIRECTORS

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

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

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

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

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

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

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

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

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

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

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

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

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

MISCELLANEOUS DISCLOSURES

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

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

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

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

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

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

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

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Vipul Mathur Balkrishan Goenka

Managing Director & CEO Chairman

DIN : 07990476 DIN: 00270175

Mumbai, May 28, 2025