Your Directors' have pleasure in presenting the 32^nd Annual Report of your Company along with the Audited Financial
Statements for the financial year ("FY") ended March 31, 2026.

1. FINANCIAL RESULTS

The standalone and consolidated financial statements of
the Company for the financial year ended March 31,2026
have been prepared in accordance with the applicable
Indian Accounting Standards (Ind AS) and other
applicable provisions of the Companies Act, 2013.

During the year under review, the Company delivered
a resilient financial performance despite external
challenges, including extended monsoon conditions
and delays in obtaining project clearances. On a
consolidated basis, EBITDA increased by 16% and
profit for the year grew by 11% over the previous year,
reinforcing the resilience and execution strength of our
operating model.

Your Company remains guided by its strategic 3G
Vision of Growth, Green and Governance, with a
continued focus on creating sustainable infrastructure
assets and pursuing opportunities that are aligned
with operational excellence, disciplined capital
allocation, long-term value creation and driving

scalable growth while enhancing shareholder returns.
Supported by a strong consolidated order book of
'19,379 Crore (including Operations & Maintenance
contracts) and an active bid pipeline, your Company is
well-positioned to capitalize on growth opportunities
across its key business segments and enhance
stakeholder value.

Key highlights of significant milestones during the
year (i) exceeding its consolidated EBITDA guidance;
(ii) securing Letter of Award for the Pune Shirur
Road Project with a total project value of '7,300
Crore, including EPC scope of ~'5,414 Crore; (iii)
continued to maintain a strong financial position with
consolidated cash and cash equivalents of '1,728
Crore; (iv) and consolidated net worth of '3,621 Crore.
Demonstrating confidence in sustainable growth, our
commitment to creating lasting value for shareholders
remains unwavering.

•    Secured Letter of Award for the Pune
Shirur Road Project, total project value
of '7,300 Crore, including EPC scope of
~'5,414 Crore

•    Secured Letter of Award for the
construction of 910 MLD Water Treatment
Plant at Panjrapur, Maharashtra, valued at
'3,145 Crore

•    Aunta-Simaria Road Project has received
Certificate for Commercial Operation
("COD")

•    ASSOCHAM Achiever's Awards 2026 in
Innovative Bridge Design category and
Outstanding Company in Specialized
Construction at EPC World Awards for
"Aunta-Simaria Ganga Bridge"

•    Welspun Michigan Engineers Limited,
material subsidiary company, was
recognised as "Best Brand in Construction
& Infrastructure" for Water Infrastructure at
the ET Now Infra Focus Awards

WATER VERTICAL

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

(i) P rogress on Major Projects: During FY 2025-26,
your Company continued to strengthen its
presence across the water infrastructure value
chain, with a focused strategy in the treatment
and transmission segments. Reinforcing its
leadership position in the sector, your Company
secured a marquee order from the Brihanmumbai
Municipal Corporation (BMC) for the design and
construction of a 910 MLD Water Treatment Plant
at Panjrapur, valued at approximately '3,145
Crore (Including O&M Value of ~ ' 1,156 Crore
and excluding provisional sum of ~ '29 Crore).

This strategic addition further enhances your
Company's footprint in Mumbai's water infrastructure
ecosystem. With both the 910 MLD Panjrapur Water

Treatment Plant and the 2,000 MLD Bhandup Water
Treatment Plant under execution, your Company is
expected to contribute towards treatment of nearly
50% of Mumbai's drinking water requirements by
the year 2029. The Panjrapur project is being
implemented in association with Veolia, France,
a global leader in water technologies, leveraging
advanced treatment solutions and international
best practices.

Execution across your Company's existing water
portfolio progressed steadily during the year.
The Rural Water Supply Projects under the Uttar
Pradesh Jal Jeevan Mission (UPJJM), execution
value of ~'2,919 Crore (excluding O&M and GST),
have achieved over 80% completion. The 418
MLD Wastewater Treatment Plant at Dharavi,
Mumbai, execution value of ~'2,343 Crore
(excluding O&M and GST), has progressed to
around 65% completion. Construction activities
at the 2,000 MLD Water Treatment Plant at
Bhandup, Mumbai, execution value of ~'2,243
Crore (excluding O&M and GST). and the Dharavi-
Ghatkopar Tunnel Project valued at ~'1,989
Crore, have also advanced steadily.

With a diversified portfolio spanning rural water
supply, wastewater treatment, drinking water
treatment and tunnelling infrastructure, your
Company continues to strengthen its position
as an integrated water infrastructure developer
and remains committed to supporting India's
long-term water security and sustainability
objectives.

(ii)    Prestigious Award Recognition: Your
Company was honoured with the "Best Brand in
Construction & Infrastructure (Water Technology)"
at the ET Now Infra Focus Awards 2025-26 and
"Excellence in OHS and Management System
(Dharavi)" - OSH India 2025.

(iii)    Strengthening Water Vertical: Your Company
continued to strengthen its Water Vertical during
FY 2025-26 through focused investments in
talent, technology and execution capabilities.
Your Company enhanced its Engineering,
Procurement and Construction (EPC) capabilities
by onboarding experienced professionals across
key functions including Design & Engineering,
Supply Chain, Project Management, Quality
and Safety. As of March 31, 2026, the Water
Vertical was supported by a dedicated workforce
of approximately 555 professionals and
support staff.

Your Company further advanced its digital
transformation initiatives through a centralized
dashboard for real-time monitoring of project

execution through WEL Darpan 2.0, an integrated
platform for monitoring project progress, supply
chain performance, resource utilization and
billing activities. Advanced platforms such
as 5D BIM and Power BI continue to support
project planning, monitoring and data-driven
decision-making.

To strengthen operational and strategic
capabilities, your Company also engaged leading
advisory firms, including consultants from Big
4's, for process optimization and business
advisory support. These initiatives reinforce your
Company's commitment to delivering complex,
technology-driven water infrastructure projects
efficiently and sustainably.

Through a combination of domain expertise, digital
enablement and robust project management
practices, your Company continues to build a
strong foundation for delivering complex and
technology-driven water infrastructure projects
while creating long-term value for stakeholders.

(iv) Robust Bid Pipeline: With several marquee
projects in the treatment segment under
execution, your Company remains focused on
opportunities that differentiate themselves
through scale, complexity and technology.
Having identified opportunities in excess of '5
Trillion, your Company is targeting projects across
the following segments in the years ahead:-

•    Lift and Micro Irrigation Projects

•    Water Transmission Pipelines and Tunnels

•    Water Treatment Projects, including Desalination
Plants

•    Wastewater Treatment, Recycle and Reuse Projects

Backed by its growing technical expertise and
execution capabilities, the Company expects to bid for
projects during FY 2026-27 across these segments.

TRANSPORTATION VERTICAL

In alignment with the government's plan to focus
on infrastructure development, enhanced capital
expenditure, and long-term investments in
roads, highways and logistics infrastructure, your
Company has continued to demonstrate sustainable
development and high-quality engineering in the
transportation vertical. A few details about this are
provided below:-

(i) Progress on Major Projects: Construction of one
of the widest extra dosed bridge on Ganga River
from Aunta Simaria Section of NH-31 in Bihar has
received Certificate for Commercial Operation
("COD") from National Highways Authority of
India ("NHAI").

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

Your Company has bagged a Letter of Award
dated April 29, 2026, from the Maharashtra State
Infrastructure Development Corporation Limited
("MSIDC") acting as the implementing agency
and tendering entity for Construction of 6-Lane
Partially Elevated Highway Corridor along with
improvement of existing road from Km. 10+600 to
Km. 64+000 (Section Pune to Shirur of NH-753F
- Minimum Design Length 53.40 Km) in the State
of Maharashtra on DBFOT (Toll) Mode ("Project").
The Project has a sub-concession period of 29
(Twenty-Nine) years including construction
period of 4 (four) years commencing from the
Appointed Date with a total project cost of
~ '7,300 Crore.

(ii)    Award-Winning Highway Project: Your
Company was honoured with the "Excellence in
Bridge Engineering" by RAHSTA Awards 2025
and "Excellence in Safety Training and Education"
award by OSH India 2025 for the Aunta-
Simaria Road Project. Additionally, it received
"Best Leadership" in HSE Excellence Award for
Sattanathapuram-Nagapattinam Road Project.

(iii)    Strengthening Transportation Vertical:

Your Company continued to strengthen its
transportation vertical through focused business
development and digital transformation initiatives.
During FY 2025-26, the Company submitted
bids aggregating approximately ' 14,000 Crore
and secured the Pune-Shirur 6-Lane Partially
Elevated Corridor Project in Maharashtra on a
DBFOT basis, valued at approximately ' 7,300
Crore. The project includes a 31 km continuous
elevated corridor, expected to be among the
longest in India.

To enhance execution efficiency and project
governance, the Company further strengthened
its digital capabilities through WEL Darpan 2.0,
an integrated platform for monitoring project
progress, supply chain and quality parameters,
and implemented a Document Management
System (DMS) to improve document control,
compliance and accessibility across projects.

These initiatives reflect the Company's continued
focus on strengthening execution capabilities,
improving operational efficiency, and driving
technology-led project delivery across its
transportation portfolio.

(iv) Robust Bid Pipeline: The roads and highways sector
continues to offer significant opportunities, with
NHAI's bid pipeline comprising approximately 27,000
km of projects across HAM, EPC and BOT (Toll)
modes, with an estimated outlay of around '7,70,000
Crore over the coming years. In addition, progressive
states such as Maharashtra and Gujarat are expected
to drive substantial investments in state-funded road
infrastructure projects.

Your Company remains focused on selectively
pursuing opportunities from both Central and State
Government project pipelines, with an emphasis on
projects that offer scale, complexity and sustainable
value creation.

OIL & GAS

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

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

AWEL holds 100% participating interest in this
block located offshore Mumbai. The exploration
phase was successfully completed with a gas
discovery as declared in March 2021. An Early
Development Plan has been submitted for
regulatory approval, all efforts are on to expedite
the development of this asset.

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

AWEL holds 100% ownership interest in the
cluster, a discovered field offshore Mumbai,
adjacent to (MB/OSN/2005/2) and ONGC's
B-12 area. A Revised Filed Development Plan
("RFDP"), estimating a Gas Initially in Place
("GIIP") of 97 BCF, and approved by the regulator.
The RFDP leverages the synergistically planned
monetization of the MB Block leveraging the
shared use of existing surface facilities & pipeline
infrastructure in the proximity to these assets.

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

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

STRATEGY

i)    Water Vertical

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

As part of its growth strategy, your Company will
continue to evaluate opportunities in emerging
and technology-intensive water infrastructure
segments, including municipal desalination,
thereby enhancing its technical capabilities
and positioning itself for future opportunities in
the sector.

With significant projects under execution and a
robust pipeline of opportunities, your Company
remains well positioned to capitalize on the growing
investments in the water sector and deliver
sustainable long-term growth while contributing
to the nation's water security objectives.

ii)    Transportation Vertical

The transportation sector continues to offer
significant opportunities, driven by sustained
government investments in roads, highways,
economic corridors and logistics infrastructure.
Your Company will continue to selectively pursue
opportunities across EPC, HAM and BOT models,
with a focus on projects offering scale, complexity
and attractive returns.

In addition to national highway and expressway
projects, your Company remains focused on BOT
road infrastructure and corridor-led development
opportunities. Your Company will also continue to
explore opportunities in specialised transportation
segments, including tunnelling and other
technology-driven infrastructure projects.

3. RETURN TO SHAREHOLDERS

The snapshot of the dividend track record of your

Company for previous FY's is given below:

* Includes special dividend of '7.50/- per equity share to the
Shareholders for an aggregate amount of '112.48 Crore.

In respect of dividend declared during the previous
years, '0.06 Crore remained unclaimed as on
March 31,2026.

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

In accordance with the Dividend Distribution Policy
of the Company, the Board endeavours to achieve
distribution of an amount of profit subject to maximum
of 25% of Profit After Tax for a financial year, on
consolidated basis or standalone basis, whichever is
higher. For the FY 2025-26, the Board of Directors has
recommended a final dividend of '3/- per equity share
on the face value of '10/- each at the rate of 30% on
the equity shares, subject to shareholders' approval,
amounting to '41.52 Crore, which represents 11.01%
of profit after tax from continuing operations on a
consolidated basis.

The final dividend, upon approval by the shareholders
at the 32^nd Annual General Meeting ("AGM"), shall be
paid within a period of 30 (thirty) days to all eligible
shareholders whose name appears in the Register of
Members as on the record date, i.e. Friday, July 03,
2026. Pursuant to the amendments introduced under
the Income-tax Act, 2025, dividends distributed by
the Company are now taxable in the hands of the
shareholders. Accordingly, the Company shall make
the payment of the final dividend after deduction of
tax at source, as applicable.

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

The policy is available on the Company's website at:

https://www.welspunenterprises.com/admin/uploads/

investerdata/policies/policies_1690355922.pdf

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

4.    FINANCIAL LIQUIDITY

Consolidated cash and bank balance as on March 31,
2026, stood at '174.03 Crore vis-a-vis '512.28 Crore
in the previous year. The Company's working capital
management is robust and involves a well organised
process, which facilitates continuous monitoring
and control over receivables, inventories and other
parameters.

5.    INTERNAL FINANCIAL CONTROLS

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

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

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

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

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

6.    SUBSIDIARIES/JOINT VENTURES/ASSOCIATE
COMPANIES

Pursuant to the provisions of Section 129(3) of the Act
read with Rule 5 and 8 of the Companies (Accounts)

Rules, 2014, a statement containing salient features
of financial statements of subsidiaries in Form AOC-1
is attached herewith as Annexure 1.

The shareholders may also note:-

a)    Welspun Pune Shirur Projects Limited ("WPSPL")
has been incorporated as a wholly owned
subsidiary of your Company w.e.f. May 09,
2026. WPSPL shall carry on the business of
designing, engineering, financing, procurement,
construction, operation, maintenance,
management and toll collection of 6-Lane
Partially Elevated Highway Corridor along with
improvement and upgradation of the existing
road from Km. 10+600 to Km. 64+000 (Section
Pune to Shirur of NH-753F - Minimum Design
Length 53.40 Km) in the State of Maharashtra
under the Design-Finance-Build-Operate-
Transfer (DFBOT - Toll) mode.

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

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

b)    Your Company acquired 20% equity shares in
Welspun Corporate Services Limited ("WCSL")
(formerly known as Welspun Home Textiles
Limited) on March 19, 2026, while the balance
equity stake has been acquired by other Welspun
Group entities.

WCSL is being positioned as a centralized
corporate services platform for Welspun Group
entities, providing integrated management and
support services including human resources, legal,
regulatory and compliance, taxation, corporate
restructuring, mergers and amalgamations,
strategic advisory, and other corporate services.
The acquisition was intended to support the
establishment and strengthening of WCSL
as a centralized umbrella entity for delivering
corporate services across Welspun Group.
Consequent to the above acquisition, WCSL has
become an associate company of your Company.

Consolidated Financial Statements

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

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

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

7. AUDITORS AND AUDITORS'REPORTa) Statutory Auditors

In view of the expiry of the term of M/s. MGB &
Co. LLP, Chartered Accountants (Firm Registration
Number: 101169W/ W-100035) ("MGB"), the
members had at the 31^st AGM approved the
appointment of M/s. Suresh Surana & Associates
LLP, Chartered Accountants (Firm Registration
Number: 121750W/W100010) ("SSA LLP"), as the
Statutory Auditors of your Company for a term of 5
(five) consecutive years, from the conclusion of the
31^st AGM till the conclusion of the 36^th AGM to be
held in the financial year 2030, at a remuneration of
'0.51 Crore for the FY2025-26. The Board approved
revision in remuneration payable to SSA LLP to '0.54
Crore for the FY2026-27, subject to shareholders
approval, (excluding applicable taxes and out-of¬
pocket expenses).

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

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

AUDITOR'S REPORT

The Auditor's Report on the financial statements of the
Company for the year ended March 31,2026, forms part
of this Annual Report. The said report was issued by SSA
LLP with an unmodified opinion and does not contain
any qualifications, reservations or adverse remarks.
Auditor's Report is self-explanatory and therefore,
does not require further comments and explanation.
The Audit Committee reviews the independence and

objectivity of the Auditors and the effectiveness of the
Audit process. Further, SSA LLP holds a valid certificate
issued by the Peer Review Board of the Institute of
Chartered Accountants of India.

Total fees for all services paid by the Company and its
subsidiary/ joint venture/ associate companies, on a
consolidated basis, to the Auditors and all entities in
the network firm/ network entity of which the auditor
is a part during the FY 2025-26 is '0.74 Crore.

b)    Internal Auditors

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

As a measure of good governance practices and
in view of periodic rotation, the Board approved
appointment of Deloitte Touche Tohmatsu India LLP,
Chartered Accountants (LLP Identification Number:
AAE-8458) ("Deloitte India") to conduct the internal
audit of your Company for the period of 3 (Three)
years i.e. from FY2025-26 to FY2027-28 at a
remuneration of '0.55 Crore for the FY2025-26 &
FY2026-27 (excluding applicable taxes and out-of¬
pocket expenses).

Deloitte India is one of the leading professional
service firm with a rich legacy of serving bestin-class
clients across the Country. Operating through
four key service lines - Audit & Assurance, Tax,
Strategy, Risk & Transaction, and Technology &
Transformation. Deloitte provides comprehensive
solutions to a diverse client base. Globally, Deloitte
has a presence in more than 150 countries with a
workforce exceeding 4,57,000 professionals. In India
alone, the firm employs over 31,000 professionals
across 14 cities. Deloitte member firms serve 76% of
the 2023 Fortune 500 Companies, and in India, the
firm's clientele includes 153 out of 185 companies
in the Energy, Resources & Industrials sector.
According to the Gartner Market Share Report 2022,
Deloitte was ranked No. 1 in consulting services
worldwide. The firm maintains a strong focus on 6 core
industries and 21 sectors globally, offering targeted
services within each sector. Deloitte also leverages
innovative tools such as the "Industry Prints" Tool to
capture best-practice business processes along with
associated control objectives and risks.

c)    Cost Auditors

Pursuant to Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014,
your Company is required to maintain cost records as
specified by the Central Government. Accordingly, your
Company has maintained cost accounts and records

in the prescribed manner. The records maintained
by your Company under Section 148 of the Act are
required to be audited by the Cost Accountant.

Your Company had appointed M/s. Kiran J. Mehta &
Co., Cost Accountants (Firm Registration Number:
000025), as the Cost Auditors of the Company for
auditing cost accounting records for the FY 2025-26.
The Cost Audit Report for the FY 2025-26 is free
from any disqualifications as specified under Section
141(3) and proviso to Section 148(3) read with
Section 141(4) of the Act.

Based on the recommendation of the Audit Committee,
the Board appointed M/s. Kiran J. Mehta & Co., Cost
Accountants as the Cost Auditors to conduct audit of
the cost records of your Company for the FY 2026-27
at a remuneration of '0.038 Crore (excluding applicable
taxes and out-of- pocket expenses). Your Company
has received a certificate from M/s. Kiran J. Mehta &
Co., confirming their independent status and providing
their consent that they are not disqualified from being
appointed as the Cost Auditors of the Company.

In terms of the provision of Section 148 of the Act read
with Rule 14 of the Companies (Audit and Auditors),
Rules, 2014, the remuneration payable to the Cost
Auditor is required to be ratified by the Members.
Accordingly, an ordinary resolution, for ratification
of remuneration payable to the Cost Auditor for the
FY 2026-27, forms part of the Notice of the
32^nd ensuing AGM.

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

The Cost Audit Report for the FY 2024-25, was e-filed
with Ministry of Corporate Affairs, Government of
India on August 23, 2025, and for the FY 2025-26, it
shall be filed on or before September 30, 2026.

d) Secretarial Auditors

Pursuant to SEBI notification dated December 12, 2024,
introducing the SEBI (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024,
and basis the recommendation of the Audit Committee
and the Board of Directors of the Company and the
shareholders had at the 31^st AGM of the Company,
approved the appointment of Peer Reviewed Firm,
M/s. Mihen Halani & Associates, Practicing Company
Secretaries (COP Number: 12015, FCS Number:
9926) ("MHA"), as the Secretarial Auditor of the
Company, to undertake the Secretarial Audit of the

Company, for a term of 5 (five) consecutive years
commencing from the FY 2025-26 till FY 2029-30
at a remuneration of '0.022 Crore (excluding taxes
and out-of pocket expenses) for the FY 2025-26.
The Board approved revision in remuneration payable
to MHA to '0.023 Crore for the FY 2026-27, subject
to shareholders approval, (excluding applicable taxes
and out-of-pocket expenses).

The Secretarial Audit Report, annexed as Annexure
2, does not contain any observation or qualification
requiring explanation or comments from the Board.

Mihen Halani & Associates, established in 2013,
is a reputed governance advisory and secretarial
firm, known for its deep domain expertise across a
wide range of corporate law and compliance areas.
The firm serves listed and unlisted entities and
provides strategic guidance on corporate governance
matters, maintaining a commitment to professional
ethics, timeliness, and quality.

Secretarial Audit Report of Material Unlisted
Subsidiary(ies)

In accordance with Regulation 24A of SEBI Listing
Regulations, the Secretarial Audit Reports of the
material unlisted subsidiary(ies) for FY 2025-26,
i.e. Welspun Michigan Engineers Limited, Welspun
Sattanathapuram Nagapattinam Road Private Limited,
and Welspun EDAC JV Private Limited, are annexed as
Annexure 3, 4 and 5 to this report.

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

Annual Secretarial Compliance Report

In compliance with Regulation 24A of the SEBI Listing
Regulations, your Company had filed its Annual
Secretarial Compliance Report for FY 2025-26 to
the Stock Exchanges on May 22, 2026, within the
prescribed time limits. Your Company has also complied
with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

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

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

8. SHARE CAPITAL, DEBT STRUCTURE AND ITS
LISTING

i)    Authorised Share Capital

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

ii)    Issue of equity shares with differential rights

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

iii)    Issue of sweat equity shares

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

iv)    Issue of employee stock options

During the year under review:-

(a)    under the Welspun Enterprises Employee Benefit
Scheme - 2022 ("ESOS-2022"), 1,00,00 stock
options which were granted to the eligible
employee was vested, and accordingly 1,00,000
equity shares of '10/- each was transferred from
the Welspun Enterprises Employee Welfare Trust
("Trust") to the eligible employee, upon exercise
of stock options;

(b)    pursuant to the Special Resolution approved by the
shareholders at the Annual General Meeting held
on August 29, 2022, your Company had extended

financial assistance to the Trust for the acquisition
of the Company's equity shares for the benefit of
employees under the ESOS-2022. In accordance
therewith, the Trust acquired 20,00,000 equity
shares of your Company during the year;

(c) the Nomination and Remuneration Committee
of the Board of your Company has granted
16,00,000 stock options to the eligible employees
of your Company under ESOS-2022.

D he details of Stock Options granted under
ESOS-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 www.welspunenterprises.com

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

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

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

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

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

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

vi)    Issue of debentures

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

vii)    Listing with the Stock Exchanges

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

viii)    Issue of Convertible Warrants

Pursuant to the approval of the shareholders of the
Company and the receipt of in-principle approval
from BSE Limited and The National Stock Exchange
of India Limited, respectively, your Company had
issued and allotted 1,90,47,619 convertible warrants
by way of preferential issue on a private placement
basis, pursuant to receipt of 25% of the aggregate
consideration payable towards subscription of the
warrants by all the allottees to the persons belonging
to the Promoter and Non-Promoter Category as
below:-

To mitigate unintended challenges on account
of freezing of folios, SEBI vide its Circular No.
SEBI/HO/ MIRSD/POD101/P/CIR/2023/181 dated
November 17, 2023, has done away with the provision
with respect to freezing of folios not having PAN, KYC,
and Nomination details. Shareholders may also refer
to relevant FAQs published by SEBI on its website and
can be viewed at the following link athttps://web.
in.mpms.mufg.com/admin/DownloadFiles/SEBI%20
FAQ%20Investor%2 0Service%20Requests%2 0
procecssed%20by%20RTAs.pdf

SEBI with effect from April 01, 2019, has barred
physical transfer of shares of listed companies and
mandated transfers only in demat mode. SEBI in
continuation of its efforts to enhance ease of dealing
in securities market by investors has mandated the
listed entities to issue securities for the following
investor service requests only in dematerialised
form:- transmission, transposition, issue of duplicate
share certificate, renewal/exchange of securities
certificate, endorsement claim from unclaimed
suspense account, sub-division/splitting of securities
certificate, consolidation of securities certificates/
folios. Your Company will issue a letter of confirmation,
which needs to be submitted to Depository
Participant(s) by the respective shareholder to get
credit of the securities in dematerialized form to his/
her account. In view of the numerous advantages
offered by the Depository system as well as to avoid
frauds, members holding shares in physical form are
advised to avail the facility of dematerialization from
either of the Depositories.

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

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

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

10. FINANCEa) Credit Rating

The Credit ratings reflects your Company's

diversified business risk profile, established

brand, strong market position in the infrastructure
sector, with growth prospects remaining robust
due to its focus on project excellence, timely
execution, asset light model and delivering value
through quality infrastructure.

The details of credit ratings of your Company
for the FY 2025-26 is presented under point
no. IX(h) of the Corporate Governance Section
forming part of this Annual Report.

b) Deposits

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

The requisite return for the FY 2025-26 with
respect to the amount(s) not considered as
deposits has been filed with the Ministry of
Corporate Affairs. The Company does not
have any unclaimed deposits as on the date of
this report.

11.    EXTRACT OF THE ANNUAL RETURN

In accordance with Section 92(3) read with Section
134(3)(a) of the Act and the Companies (Management
and Administration) Rules, 2014, the Annual Return of
the Company as of March 31,2026, in e-Form MGT-7,
is available on the Company's website athttps://
www.welspunenterprises.com/company-disclosure.php

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

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

FY 2025-26 marked a year of continued progress
in your Company's sustainability journey, with
focused efforts on energy optimisation, fuel
efficiency, and integration of renewable energy
solutions across project sites. Your Company's
approach remained centered on implementing
practical, scalable measures that enhance
energy efficiency while strengthening its
decarbonisation pathway.

• Integrated ESG Data Governance for
Energy Oversight:- During the year, your
Company further strengthened its digital ESG
infrastructure through the WEL ESG Data Hub
and centralised ESG Dashboard. The system was

further strengthened through a more stringent
data validation and maker-checker process,
complemented by monthly internal audit reviews
aligned with internal audit requirements.

The ESG Dashboard enables centralised
monitoring of energy consumption and emissions
across project sites, providing validated,
decision-ready data. It also enhances leadership
visibility on ESG KPIs aligned to defined goals
and targets, supporting timely decision-making,
improved governance, and more effective energy
performance management across operations.

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

a) The steps taken or impact on conservation
of energy

Clean Mobility through EV Adoption-

Deployed 9 electric vehicles (EV cars)
for intra-site mobility and personnel
movement across Dharavi, Bhandup,
and Panjrapur project sites, along with 2
electric two-wheelers to support site-level
mobility. These initiatives support a gradual
transition towards clean mobility by
reducing dependence on fossil fuel-based
transportation within project operations.
The use of EVs contributed to emission
avoidance of 4.53 tCO₂e during the year,
while also improving operational efficiency
and reducing local air pollutants at site
locations.

Energy Efficiency in Site Operations and
Facilities:-

Continued to adopt energy-efficient
equipment and systems across project
offices and facilities, including the use of
BEE-rated appliances, LED lighting, and
energy-efficient HVAC systems, contributing
to improved electricity efficiency.

Based on Fixed Asset Register analysis, your
Company has deployed 17 air-conditioning
units, a significant proportion of which are
inverter-based systems, typically consuming
20-30% lower electricity compared to
conventional units, thereby supporting
improved energy efficiency across site
operations. These measures are supported
by reliable electrical infrastructure including
transformers (1) and UPS systems
(5 contributing to stable power supply and
reduced energy losses.

Energy conservation through Fuel
Optimisation Measures:-

Deployed decarbonisation servicing
machines across construction equipment and
Light Motor Vehicles (LMVs). These systems
utilise HHO (oxy-hydrogen) gas technology
to improve combustion efficiency, resulting
in reduced fuel consumption and lower
emissions. During the year, this initiative
resulted in engine efficiency improvement,
diesel consumption reduction and emission
avoidance of 144.02 tCO₂e, contributing to
overall energy conservation.

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

Deployment of Solar Energy Solutions
(UPJJM Sites):-

Deployed solar-powered systems across
project sites under the Uttar Pradesh
Jal Jeevan Mission (UPJJM) to support
decentralised energy requirements at remote
and distributed water infrastructure locations.
During the year, solar initiatives under UPJJM
resulted in renewable energy generation/
consumption of 19,811.20 kWh, leading to
emission avoidance of 14.18 tCO2e.

Solar-powered Site Infrastructure (Other
Project Sites):-

Deployed solar-powered safety systems
across project sites, including, 83 solar
blinkers of 12W capacity and 4 solar
blinkers of 6W capacity. These installations
support energy-efficient site operations
while enhancing safety infrastructure.
Solar initiatives across other project
locations contributed 4,164.19 kWh of
renewable energy generation, resulting in
emission avoidance of approximately 2.98
tCO2e during the year.

c)    Way Forward

The Company will continue to strengthen
its focus on energy conservation and
decarbonisation through the following
initiatives:-

S xpansion of Renewable Energy Adoption:

Increasing deployment of solar energy
solutions across site offices and project
operations.

Strengthening Clean Mobility: Further
scaling up of EV adoption across project
locations for intra-site mobility.

Enhanced Fuel Efficiency Measures:

Continued deployment of fuel optimisation
technologies, including decarbonisation
servicing machines.

Digital Energy Monitoring: Strengthening
ESG Dashboard capabilities for granular
tracking of energy consumption and
emissions aligned to ESG goals and targets.

Decarbonisation Alignment: Integration
of energy initiatives with the Company's
broader climate strategy and emission
reduction roadmap.

d) The capital investment on energy
conservation equipment

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

II. TECHNOLOGY ABSORPTION

During the year, your Company advanced its
technology adoption/growth agenda through
enterprise-scale deployment of key digital
platforms including WEL Darpan, the Unified
Application Platform, SAP S/4HANA, BIM, DMS
2.0 and eOffice. These platforms are now being
integrated with business operations and support
execution discipline, financial control, compliance
and data-led decision-making.

WEL Darpan, supported by WEL Data Hub and
WEL MoM, provides near real-time visibility
into project execution, financial performance,
resource deployment, quality, safety, governance
and ESG metrics through integrated dashboards,
source-based data capture and system
integration.

Your Company continues to apply digital
technologies across project management, MIS,
human resources, supply chain management,
BIM, logistics, quality, safety and AI-led
operations to build a future-ready organisation.
Everyday operations and deliver measurable
business value.

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

•    Strengthened WEL MoM and WEL Data Hub
for data capture, integration, integrity and
auditability.

•    Expanded SAP S/4HANA usage to improve
transactions, inventory management,
procurement governance, financial controls
and automation.

•    Implemented 3D/4D/5D BIM for Dharavi STP
and Bhandup WTP, with planned replication
for Panjrapur WTP and Pune-Shirur.

•    Implemented AI-enabled DMS 2.0 for
document governance, compliance support,
digital indexing and information retrieval.

•    Launched the RFI application at Bhandup for
real-time daily progress reporting.

•    Migrated to a unified application architecture
and rolled out applications for safety,
quality, MASR and inward-outward register
automation.

•    Launched eOffice to support paperless
approvals and creation of a digital records
repository.

•    Initiated AI-based solutions for quality,
safety and real-time site monitoring.

•    Commenced development of an AI-enabled
platform for Tunnel Boring Machine
operations and maintenance.

•    Developing a QR-based Pre-Cast Girder
Tracking solution covering design, casting,
quality checks, stacking, dispatch, logistics,
GPS-based receipt and erection.

•    Commenced digital transformation of supply
chain management processes.

Benefits and Outcomes

•    Improved management visibility through
integrated dashboards and reporting.

•    Reduced manual effort, reporting timelines
and spreadsheet dependencies.

•    Strengthened execution, financial and
compliance governance through better data
accuracy and traceability.

•    Enabled timely decision-making through
standardised reporting.

•    Improved digital adoption through change
management, training and continued
investments in IT infrastructure, connectivity,
cybersecurity and collaboration platforms.

•    Creating a digital record of all intellectual
assets of the organisation.

•    Better governance through monitoring of
TAT across different departments.

These initiatives provide a strong foundation for
scale, innovation and sustainable long-term value
creation for stakeholders.

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

c)    Expenditure incurred on Research and
Development: Nil

III. Foreign exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual
inflows during the year and the Foreign Exchange
outgo during the year in terms of actual outflows:

During the FY 2025-26, there were no foreign
exchange earnings and outgo.

13. CORPORATE SOCIAL RESPONSIBILITY
("CSR")

The CSR initiatives of your Company is enshrined in
the three E's which have become guiding principles
of the CSR initiatives: Education, Empowerment
(of Women) and Environment & Health. During the
FY 2025-26, your Company has spent '7.08 Crore
towards CSR expenditure, as outlined in Schedule
VII of the Act and according to the CSR Annual
Action Plan approved by the CSR Committee and
the Board from time to time. This expenditure was
managed through Welspun Foundation for Health
and Knowledge ("WFHK").

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

The annual report on the CSR activities undertaken
during the FY ended March 31,2026, is in accordance
with Section 135 of the Act and the Companies
(Corporate Social Responsibility Policy) Rules, 2014
("CSR Rules") as set out in Annexure 6 to this Report.
During the year, no revision was made to the CSR
Policy of the Company.

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

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

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

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

The PIT Policy is hosted on the website of the
Company at

https://www.welspunenterprises.com/

admin/uploads/investerdata/policies/

policies_1710239102.pdf

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

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

The Policy is hosted on the website of the
Company at

https://www.welspunenterprises.com/

admin/uploads/investerdata/policies/

policies_1747379246.pdf

III.    Internal Control Mechanism to prevent
Insider Trading

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

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

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

15. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

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

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

a) Changes in Directors

The Board of Directors of your Company at their
meeting held on May 14, 2026, based on the
recommendation of the Nomination and Remuneration
Committee ("NRC"), inter alia, approved the following
re-appointments, subject to the approval by the
members of the Company:-

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

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

Based on performance evaluation and
recommendations of the NRC, the Board recommends
to the members, the re-appointment of the above
directors.

The resolution for re-appointment of the above
directors is being placed for the approval of the
members at the ensuing AGM. The required
information as stipulated under Regulation 36 of
the Listing Regulations and Secretarial Standard on
General Meetings issued by ICSI, has been disclosed
in the ensuing AGM Notice.

b) Key Managerial Personnel's (“KMPs")

In terms of Sections 203 and 2(51) of the Act,
below mentioned personnel(s) were designated
as the KMPs of the Company for the FY 2025-26:

•    Mr. Balkrishan Goenka, Whole-time Director
& Chairman

•    Mr. Sandeep Garg, Managing Director

•    Mr. Deepak Chauhan, Director - Legal & Ethics

•    Mr. Lalit Kumar Jain, Chief Financial Officer
(CFO)

•    Ms. Nidhi Tanna, Company Secretary and
Compliance Officer

During the year under review, following changes
were made in the roles & responsibilities of the
SMP's effective from November 11, 2025:

-    Mr. Asim Chakraborty, from his current
role of CEO - Transportation Vertical, was
transitioned to a new role as Executive
Director

-    Mr. Abhishek Chaudhary was re-designated
from KMP of the Company to CEO -
Transportation Vertical

- Mr. Hardik Dhebar, appointed as CFO -
WMEL and Lead - Investor Relations &
President - Finance & Accounts

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

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

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

The policy on remuneration of Directors, KMPs
and Senior Management is hosted on the website
of the Company at

https://www.welspunenterprises.com/

admin/uploads/investerdata/policies/

policies_1690356370.pdf

d)    Managerial Remuneration

The remuneration to the Executive Directors
includes the fixed pay and the variable pay or
commission. The variable pay is determined by the
NRC after factoring the individual performance,
i.e. KPIs achieved and the Company's
performance. There is no clawback provision
in the remuneration paid to Mr. Sandeep Garg,
Managing Director of your Company. Mr. Garg
was not in receipt of any commission from the
Company nor remuneration or commission from
the subsidiary company(ies).

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

M r. Balkrishan Goenka, Chairman of your
Company, who was in receipt of remuneration of
? 7.50 Crore from the Company and was eligible for
commission of 2% of the annual profit (excluding
profit/(loss) from capital receipts and assets
disposition) of the Company on a consolidated
basis amounting to '7.18 Crore for the
FY 2025-26, was not in receipt of any remuneration
or commission from the subsidiary company(ies).

e) Declaration by the Independent Director(s)

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

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

None of the Directors of your Company are
disqualified from being appointed as Directors

as specified under Section 164(1) and Section
164(2) of the Act read with Rule 14(1) of the
Companies (Appointment and Qualifications
of Directors), Rules, 2014 or are debarred or
disqualified by the SEBI, MCA or any other such
statutory authority.

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

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

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

i)    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.

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

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

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

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

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

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

f) Board Performance Evaluation

In terms of the provisions of the Act and the SEBI
Listing Regulations, the annual performance evaluation
of the Board, its Committees and individual Directors
was carried out during the year. In order to facilitate
an objective and independent evaluation process, the
Company engaged an external professional agency
to conduct the evaluation exercise. The evaluation
framework, including the revised questionnaires and
evaluation criteria, was reviewed by the Nomination
and Remuneration Committee before being circulated
to the Directors for providing their ratings and feedback
in a confidential manner. Each question contains a scale
of "1” to "5”. Your Company has developed an in-house
digital platform to facilitate confidential responses to a
structured questionnaire.

The evaluation process covered various aspects relating
to the functioning and effectiveness of the Board,
Committees and Directors, including Board composition
and competencies, strategic oversight, governance
and compliance, risk management, Board dynamics,
participation in discussions, quality of decision-making,
stakeholder engagement and effectiveness of processes
and procedures. The evaluation criteria were broadly
aligned with the applicable regulatory requirements and
governance best practices.

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

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

The Independent Directors, at their separate
meeting, reviewed the performance of the
Non-Independent Directors, the Chairman and the
Board as a whole, taking into account the views
of the Executive and Non-Executive Directors.
Further, the Nomination and Remuneration
Committee reviewed the performance evaluation
outcome of the Board, Committees and individual
Directors. Thereafter, the Board reviewed and
discussed the evaluation outcome and noted the
suggestions for further strengthening the overall
effectiveness of the Board and its Committees.

Results

The outcome of the evaluation reflected that the
Board and its Committees continue to function
effectively and discharge their responsibilities with a
strong emphasis on corporate governance, strategic
oversight, ethical conduct, stakeholder engagement
and risk management.

The evaluation process acknowledged the diverse
experience, domain expertise and constructive
participation of the Directors, which contributed
positively towards effective deliberations, balanced
decision-making and overall Board effectiveness.

The Board also demonstrated strong commitment
towards transparency, compliance and long-term
value creation for all stakeholders.

The evaluation further highlighted the effective
leadership and guidance provided by the Chairman
in fostering an environment of open dialogue,
constructive discussions and collaborative
decision-making.

The performance of the Committees was also found to
be effective, with appropriate focus on their respective
areas of oversight and governance responsibilities.

The evaluation process also provided valuable insights
for continuous improvement and strengthening
of governance practices. Certain areas were
identified for further enhancement, including deeper
Board-management engagement and strengthening
succession planning initiatives.

g) Familiarization program for Independent
Directors

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

Your Company has in place a structured induction
and familiarisation programme for its Directors.
Upon appointment, the Director receives a Letter
of Appointment setting out in-detail, the terms of
appointment, duties, responsibilities, obligations,
Code of Conduct to regulate, monitor and report
trading by Designated Persons for Prevention of
Insider Trading and Code of Conduct applicable to
all Directors and Senior Management. They are also
updated on all business-related issues and new
initiatives.

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

The policy along with brief details on the Company's
familiarization program is hosted on the website of the
Company at

https://www.welspunenterprises.com/admin/uploads/

investerdata/policies/policies_1709621592.pdf

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

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

i)    Number of meetings of the Board

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

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

The Board met 7 (Seven) times during the
FY 2025-26, the details of which are given in
the Corporate Governance section, forming part
of this Annual Report. The maximum interval
between any two meetings did not exceed 120
days, as prescribed in the Act and the SEBI
Listing Regulations.

j)    Committee of the Board of Directors

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

review and the signed minutes are circulated to
the Board as required under Secretarial Standard I.

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

k) Shareholding of the directors of the
Company as on March 31,2026

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

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

16. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

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

Your Company has formulated a Policy on Whistle
Blower and Vigil Mechanism ("WB Policy") that
provides adequate safeguards against unfair
treatment to its employees and various stakeholders
and provides for direct access to the Chairman of
the Audit Committee in exceptional cases. It also
assures them of the process that will be observed to
address the reported violation, further the protected
Disclosures and other communication can be made
in writing by an e-mail addressed to the Head Ethics
and/ or the Chairman of the Audit Committee.
The Policy also lays down the procedures to be
followed for tracking complaints, giving feedback,
conducting investigations and taking disciplinary
actions. It also provides assurances and guidelines
on confidentiality of the reporting process and
protection from reprisal to complainants. The Audit
Committee oversees the functioning of this policy
and no personnel have been denied access to the
Audit Committee of the Board.

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

to encourage and protect genuine whistleblowing
amongst the stakeholders.

46 (forty - six) whistle-blower complaints were
received during the FY 2025-26, and suitable action
has been taken in accordance with the WB policy.

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

The Policy on Whistle Blower and Vigil Mechanism is
hosted on the website of the Company at

https://www.welspunenterprises.com/admin/uploads/

investerdata/policies/policies_1713252646.pdf

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

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

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

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

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

The Policy on POSH at Workplace is hosted on the
Website of the Company at

https://www.welspunenterprises.com/admin/uploads/

investerdata/policies/policies_1716273129.pdf

18.    PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

19.    PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

During the year, all contracts/arrangements/
transactions entered by your Company with Related
Parties were on arm's length basis and in the ordinary
course of business. There was no material transactions
with any Related Party as defined under Section 188
of the Act, read with the Companies (Meeting of
Board and its Powers) Rules, 2014. Accordingly, the
disclosure of Related Party Transactions ("RPT") 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 RPTs are placed before
the Audit Committee for their review and approval
and recommendation to the Board for its approval,
wherever required. Prior omnibus approval of the
Audit Committee and the Board is obtained for all
the transactions which are foreseen, repetitive in
nature. A statement giving details of all RPTs is
placed before the Audit Committee for their noting
every quarter.

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

None of the Directors and the KMPs have any
pecuniary relationships or transactions vis-a-vis
the Company. The Directors draw attention of the
Members to Note No. 54 of the standalone financial
statements setting out the disclosure on RPTs for the
FY 2025-26.

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

https://www.welspunenterprises.com/admin/uploads/

investerdata/policies/policies_1690356600.pdf

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

20.    PARTICULARS OF EMPLOYEES

There are 17 (Seventeen) employees who were in
receipt of remuneration of not less than '1,02,00,000
(Rupees One Crore and Two Lakh Only), if employed
for the full year and no employee who was in receipt
of remuneration of not less than '8,50,000 (Rupees
Eight Lakh and Fifty Thousand Only) per month if
employed for part of the year. Disclosures concerning
the remuneration and other details as required in terms
of Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in
Annexure 7 to this Report. Your Directors affirm that
the remuneration is as per the remuneration policy of
the Company.

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

21.    CORPORATE GOVERNANCE

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

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

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

22.    ENHANCING STAKEHOLDER VALUE

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

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

23.    BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

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

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

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

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

25.    RISK MANAGEMENT POLICY

With your Company's expansion across diverse
business verticals in India, it remains exposed
to various risks such as strategic, operational,
financial, and regulatory that could impact growth
and profitability. To manage these effectively, a
structured Risk Management Policy ("RMP") is in
place, supported by a Risk Management Committee
("RMC") comprising of Independent Directors and the
Executive Directors.

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

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

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

26.    LITIGATION, CLAIMS AND UNCERTAIN TAX
POSITIONS

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

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

Your Company has registered itself on Trade
Receivables Discounting System Platform ("TReDS")
through the service providers Invoicemart.
Your Company complies with the requirement of
submitting a half yearly return to the Ministry of
Corporate Affairs ("MCA") within the prescribed
timelines.

28.    COMPLIANCE ON MATERNITY BENEFIT
ACT, 1961

Your Company has complied with the applicable
provisions of Maternity Act, 1961 for female

employees with respect to leaves and maternity
benefits thereunder.

29.    COMPLIANCE MANAGEMENT

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

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

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

30.    INVESTOR RELATIONS

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

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

To ensure transparency and equal access of
information to all stakeholders and the general
public, your Company uploads relevant details of
the schedules, presentations, outcomes, recordings,

transcripts etc. and on the websites of the Stock
Exchanges where its equity shares are listed.

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

The Investor relations information is hosted on
website of the Company at is hosted on website of
the Company athttps://www.welspunenterprises.
com/investors.php

31.    SILENT PERIOD

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

32.    CYBER SECURITY

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

The key objectives of our cybersecurity program
include:

•    Risk Reduction

•    Regulatory Compliance

•    Business Continuity

•    Resilience and Recovery

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

33.    OTHER DISCLOSURES

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 FY to
which the financial statements relate and the
date of this Report.

•    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.

•    your Company had issued and allotted
1,90,47,619 convertible warrants by way of
preferential issue on a private placement basis.

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

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

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

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

34. ENVIRONMENT, HEALTH & SAFETY

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

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

35.    DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

36.    ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Balkrishan Goenka
Place: Mumbai    Chairman

Date: July 29, 2026    DIN: 00270175