Welspun Corp Ltd

<dhhead>Directors’ Report</dhhead>

Dear Members,

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

( in Crore, except EPS)

The line pipe business witnessed steady volume growth in India backed by strong demand from domestic water and export segments. Export mix in domestic line pipe sales volume improved aiding the margins. Volume in US business, as anticipated remained low for FY2024-25 due to lack of large orders. However, during second half of the year, your Company won orders worth

~12,000 Crore in the US and the Spiral mill got booked for the next 8 quarters. Your Company’s associate Company East Pipes Integrated Company for Industry ("EPIC") in Kingdom of Saudi Arabia ("KSA") has also performed quite satisfactorily on the back of strong order book comprising of orders from both Oil & Gas and water segments. Your Company has decided to set up of a 350 KMTPA greenfield LSAW Pipes facility in KSA on the back of consistently high demand for LSAW Pipes in KSA, deep understanding of the local KSA market, strong Global customer connect, providing competitive advantage and export potential. Considering strong demand visibility and market opportunity, your Companay has also decided to set up a 300 KMTPA greenfield facility in the US. Both of these facilities will help in unique positioning of Welspun Corp as a Global LSAW Pipe manufacturer. The KSA project is on track and the facility is expected to be completed in April, 2026. The US project is exoected to be commissioned in December, 2026. Your Company also has been enhancing its HFIW Pipe product offering in US, which is expected to be commission in March, 2026.

In the previous year, best in class equipment & technology, world class processes and quality standard helped faster stabilisation and in achieving more than 50% utilisation in a record time. The facilty ramped up further and witnssed a volume growth of more than 35% in the year under consideration. The expansion project to take the DI Pipes capacity in India to 600 KMT is on track and near completion. The order book remains strong.

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

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

After stable performance in the very first year of operation post acquisition by Welspun, Sintex for its existing business, has been focusing on strengthening channel through onboarding new distributors and replacing non- performing ones, increasing retailer sales through ‘Sintex Humesha’, adding plumbers through ‘Sintex Pride’ and brand building through ‘Saaf-Safe-Sahi’ campaign. Sintex has also been focusing on premium play with premium portfolio. As a part of its planned foray into plastic pipes, Sintex announced investment plan to set up facilities in different parts of the country. As a part of this strategy, Sintex acquired Raipur based Weetek Plastic Pvt Ltd with 19 KMTPA capacity to produce various types of plastic pipes. With a calibrated capex of 1,300 Crores spread over 3 years, Sintex is building a strong foundation in this high-growth vertical.

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

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

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

The business outlook for your company continues to remain strong for all its businesses. Your Company’s strategic focus remains on Core Products and Core Geographies.

Outlook for the line pipes business remains robust in all our core geographies i.e. India, US and KSA.

India: Improved demand observed for LSAW pipes exports for critical applications such as deep offshore,

Sour Service where Welspun has an impeccable track record.

India’s oil demand is expected to rise to 220 kb/d in CY 2025, driven by higher transportation fuel consumption, increased industrial activity, and expanding petrochemical demand. India continues to be at the forefront of natural gas demand growth, with consumption projected to rise nearly 60% by 2030, reaching 103 billion cubic meters (bcm) annually. City Gas Distribution (CGD) sector is poised to lead this growth, driven by CNG network expansion and competitive pricing against liquid fuels. India is undertaking a massive expansion of its natural gas pipeline network, with plans to add 15,500 km (9,630 miles) under the Nation One Gas Grid initiative, bringing the total length to 33,000 km (20,505 miles) by 2027. By 2028, India is expected to lead Asia’s pipeline expansion, accounting for 43% of all new projects in the region. For water, huge opportunity in interlinking of rivers is there in the near future. Push from centre and states will kick start pipe demand. Few key projects in this regard are Ken-Betwa & PKC (MP), ERCP (Rajasthan) and Wainganga-Nalganga (Maharashtra). States like Gujarat, MP, Rajasthan, Tamil Nadu and Karnataka are also exponentially increasing the water pipeline network for irrigation, industrialization and urbanization.

US: US will continue to be the major driver for global oil production outside OPEC. US Crude Oil Production is likely to go up to 14.5 mbpd in CY30 with Permian production expected to increase from current 5.2 mbpd to 8 mbpd.

LNG exports likely to go up from 90 MTPA to 120 MTPA in next 2-3 years. Strong visibility for line pipe demand remains in US, with further boost coming from the new administration, which is heavily focusing & positive on O&G growth.

We are well positioned to benefit from the improved visibility and confident to maintain our share in the future orders.

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

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

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

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

Strategy for the existing water storage business remains intact i.e. to increase market share by focusing on value and premium play. The ongoing restructuring process to strengthen the channel is expected to yield its positive results. Focus on digitalization will help in monitoring the better stakeholder engagement. Emphasis on branding and marketing is going to be a key focus area and will help in improved positioning for the B2C products. For plastic pipes, your Company is strategically focusing on B2B and B2C products with differentiated approaches. For B2B segment, your Company is strongly focusing on OPVC pipes. Being a well-established and quality player in the B2B segment for almost three decades, having proven track record with strong credibility among the customers and superior technological tie up, your Company has a competitive edge over the competitors in OPVC pipes. Due to its longer durability, better impact resistance, higher hydrostatic pressure strength and relatively lower costs OPVC pipes are expected to see strong demand in India. Your Company is well positioned to be a leading player in this segment. Your Company is ready to launch the OPVC pipes from the Bhopal plant in H1FY26. Among the B2C products i.e. pipes and fittings for buildings, the pilot market launch is scheduled in Chhattisgarh facility in H1FY26. Your Company is focusing on product proposition of "+1 quality" compared to the competition. Your Company aspires to reach 5% of the plastic market share gradually.

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

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

Based on your Company’s performance, the Board has recommended dividend of 5 (100%) per equity shares of the face value of 5 each for the year ended March 31, 2025 in accordance with your Company’s Dividend Distribution Policy. The dividend, if approved by the Members, would involve a cash outflow of 131.17 Crore ( 131.11 Crores in previous financial year).

Dividend will be payable subject to approval of Members at the ensuing Annual General Meeting ("AGM") and subject to deduction of tax at source to those Members whose names appear in the Register of Members as on the Book Closure / Record date fixed for the purpose of Declaration of Dividend. During the year ended March 31, 2025, your Company has transferred dividend of 3,68,646/- remaining unclaimed for the financial year 2016-17 to the Investor Education and Protection Fund. Detail of unclaimed dividend is available on the website of your Company at https://www.welspuncorp. com/unclaimed-dividend.php In terms of the Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board approved and adopted Dividend Distribution Policy setting out the financial parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the shareholders and/ or retaining the profits earned by your Company. The Dividend Distribution Policy is available on the website of your Company at https://www.welspuncorp.com/uploads/ investor_data/investorreport__116.pdf

SBAPL’s subsidiary Sintex Holdings B.V. has entered into an agreement with Bright Brothers LLC ("BBL"), a wholly owned subsidiary of Bright Brothers Limited listed on BSE Limited, wherein BBL acquired 100% membership interest in Sintex Logistics LLC ("SLL"), a wholly owned subsidiary of Sintex Holdings B.V. SLL was an assembling and trading entity in USA selling plastic moulded products via Light Resin Transfer Moulding process used for Metro Train sets. This line of business was neither significant nor strategic to the vision of SBAPL and hence divested. Consequently, SLL ceased to be a step down wholly owned subsidiary of your Company.

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

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

During the year, your Company made investment of

~ 193.0 Crore in WSSL, subsidiary Company, towards the subscription of 7,31,07,443 equity shares at a price of

26.40 per share under the Rights Issue of equity shares as announced by WSSL. As a result of this subscription, your Company’s shareholding in WSSL increased from existing 50.03% to 51.06% reflecting a 1.03% rise in its stake in WSSL post Rights Issue paid-up equity share capital.

During the year, your Company’s wholly-owned subsidiary viz. Welspun Tradings Limited ("WTL") incorporated a new wholly-owned subsidiary viz. Nauyaan Tradings Private Limited ("NTPL") on March 3, 2025 and subsequently divested entire equity stake in NTPL to Reliance Strategic Business Ventures Limited ("RSBVL") (a wholly owned subsidiary of Reliance Industries Limited) for a total consideration of 1,00,000, which corresponds to the total paid-up equity share capital of NTPL. Consequently, NTPL ceased to be a step down wholly owned subsidiary of your Company effective from March 20, 2025.

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

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

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

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

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

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

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

Welspun Pipes Inc., Welspun Tubular LLC and Welspun Global Trade LLC, are wholly owned subsidiaries in the

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

101 Crore as compared to 499 Crore in the previous year.

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

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

102 Crore in the previous year, an increase of 186%.

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

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

25 Crore in the previous year.

East Pipes Integrated Company for Industry ("EPIC") an associate (26.50% shareholding) of your Company engaged in business of manufacturing and coating of HSAW pipes has reported a revenue of 4,141 Crore in the current year as compared to

3,407 Crore in the previous year, an increase of 22%. Its profit after tax is 863 Crore as compared to 591 Crore in the previous year, an increase of 46%. EPIC is certified to produce pipes of grades up to API 5L X-80, which are suitable for midstream water and oil and gas transmission with the most suitable high-quality pipe solutions. EPIC carefully manages its costs and overheads in order to remain highly competitive in bidding for new orders, particularly from government and government-owned entities such as Saline Water Conversion Corporation ("SWCC") and Saudi Arabian Oil Company ("Saudi Aramco").

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

Annexure-1.

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

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

The Authorised Share Capital of your Company stood at

552.05 Crore comprising of 30,41,00,000 Equity Shares of

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

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

Your Company has outstanding debentures of 240 Crore. The details of the same are provided in the Report on Corporate Governance and Shareholder Information forming part of this Annual Report. During the year, your Company has not issued any debentures.

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

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

The details of Stock Options granted under ESOP-2005 and the other disclosures in compliance with the provisions of Regulation 14 read with Part F of Schedule I of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on your Company’s website at https://welspuncorp.com/ agm-2025.php However, the relevant details are provided in the Note no. 50 of the Standalone Financial Statement of your Company forming part of this Annual Report.

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

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

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

In terms of the provisions of Section 135 of the Act and Rules made thereunder, the Board has a Corporate Social Responsibility (‘CSR’) Committee, which is chaired by Ms. Dipali Sheth, Independent Director. The other Members of the Committee are Mr. Anjani Agrawal, Independent Director andMr.VipulMathur,ManagingDirector&CEO.TheCorporate Social Responsibility Policy (‘CSR Policy’), indicating the activities undertaken by your Company, is available on your Company’s website at https://www.welspuncorp.com/ uploads/investor_data/investorreport__118.pdf During the year, your Company spent 5.46 Crore on CSR activities, resulting in 2% of the average net profits of your Company during the last three preceding financial years. A report on CSR expenditure is annexed to this Report as

Annexure-3.

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

In terms of the provisions of Section 134 of the Act, the Board to the best of its knowledge and ability, confirms that: a. in th e preparation of the annual accounts, the accounting standards had been followed along with proper explanation relating to material departures; b. the directors had selected such accounting and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period; c. the directors had taken proper and sufficient the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d. the directors had prepared the annual accounts going concern basis; e. bein g a listed company, the directors had laid internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively; and f. the directors had devised proper systems to compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your Directors re-affirm their continued commitment to the best practices of Corporate Governance. Corporate Governance principles form an integral part of the core values of your Company. Your Company is in compliance with the provisions relating to Corporate Governance. The Report on Corporate Governance for the year, as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separate Section, and forms an integral part of this Annual Report. A certificate from M/s. M. Siroya and Company, Practicing Company Secretary regarding compliance of conditions of corporate governance as stipulated under Chapter IV read with relevant Schedule to the SEBI Listing Regulations is annexed to this Report as

Annexure-4.

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH down RELATED PARTIES

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

In line with the requirements of the Act and the SEBI Listing Regulations, all Related Party Transactions have been approved by the Audit Committee and reviewed by it on a periodic basis. Your Company has formulated a ‘Policy on Related Party Transactions’, which is available on your Company’s website at https://www.welspuncorp.com/ company-policies.php The details of contracts and arrangements with Related Parties of your Company for the financial year ended March 31, 2025, are given in Note no. 42 to the Standalone Financial Statements, forming part of this Annual Report.

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

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

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

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

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

In accordance with the provisions of the Act and the Articles of Association of your Company, Mr. Rajesh R. Mandawewala (DIN:00007179) is retiring by rotation at the forthcoming AGM and being eligible for re-appointment, he has been recommended for re-appointment by the Board. Details about the Director being re-appointed are given in the Notice of the ensuing AGM which is being sent to the Members along with this Annual Report.

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

The Board placed on record its sincere appreciation for the valuable contribution and services rendered by Ms. Amita Misra during her tenure with your Company. There is no pecuniary or business relationship between the Non-executive Directors and your Company, except for the sitting fees and renumeration payable to the Non-Executive Directors, in accordance with the applicable laws and approval of the Members of your Company.

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

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

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

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

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

Your Company has received declarations from all the Independent Directors, confirming that: - they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations; - they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence; and - they have registered their names in the Independent Directors Databank. Your Company’s Board is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in Corporate Governance, Compliance, Financial Literacy, General Management, Human Resource Development, Industry Knowledge, Technology, Digitisation & Innovation, Marketing, Risk Management, Strategic Expertise and Sustainability and they hold highest standards of integrity. Please refer to the disclosure made in the Report on Corporate Governance forming part of this Annual Report.

The key additional criteria for independence are mapped as under:

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

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

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

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

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

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

Your Company has in place a policy for remuneration to the Directors, the Key Managerial Personnel and the Senior Management Personnel, as well as a well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The Nomination and Remuneration Policy broadly lays down the guiding principles and the basis for payment of remuneration to the executive and non-executive Directors (by way of sitting fees and remuneration), the Key Managerial Personnel and the Senior Management Personnel. The Remuneration Policy of your Company, as formulated by the NRC of the Board is available on your Company’s website at https://www.welspuncorp.com/uploads/investor_data/ investorreport__108.pdf

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Act) to the median of employees’ remuneration as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure 5. The statement containing the list of top 10 employees in terms of remuneration drawn, particulars of employees employed throughout the year and in receipt of remuneration of 1.02 Crore or more per annum and employees employed for part of the year and in receipt of remuneration of 8.5 lakh or more per month in terms of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available on the website of the Company at https://welspuncorp.com/agm-2025.php. The Annual Report is being sent to the shareholders excluding the aforesaid statement. Shareholders interested in obtaining this information may access the same from the Company’s website. In accordance with Section 136 of the Act, this statement is available for inspection by shareholders through electronic mode.

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

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

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

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

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

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

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

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

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

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

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

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

Your Company is required to prepare and maintain the cost accounts and cost records pursuant to Section 148(1) of the Act read with Rules made thereunder. Your Company had appointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditors of your Company for auditing cost accounting records for the financial year 2024-25. The Cost Audit Report for the financial year 2023-24 was filed by your Company with the Ministry of Corporate Affairs on August 29, 2024.

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

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

The Board had appointed M/s. M. Siroya and Company,

Company Secretaries (Certi cate of Practice Number: 4157) to undertake the Secretarial Audit of your Company for the Financial Year 2024-25. Secretarial Audit Report given by M/s. M. Siroya and Company, Company Secretaries is annexed to this Report as Annexure-6. The observations made by the Secretarial Auditor are self-explanatory and, therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Act. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark.

The Annual Secretarial Compliance Certificate duly signed by M/s. M. Siroya and Company, Company Secretaries has been submitted to the Stock Exchanges in accordance with the provisions of the SEBI Listing Regulations. Welspun Pipes INC is a Material Unlisted foreign Subsidiary of your Company as on March 31, 2025. However, being a foreign subsidiary the requirement under Regulation 24A of the SEBI Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to your Company for the Financial Year 2024-25. Welspun DI Pipes Limited ("WDI Pipes"), an unlisted Indian Subsidiary, qualified as a material Subsidiary of your

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

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

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

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

During the year under review, the Statutory Auditors, the Cost Auditors, the Internal Auditors and the Secretarial Auditor have not reported any instances of frauds committed in your Company by its Of cers or Employees to the Audit

Committee under Section 143(12) of the Act.

Your Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. Your Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on your Company’s operation. The controls were tested during the year under Report and no reportable material weaknesses either in their design or operations were observed. In other observations, appropriate corrective actions were taken as advised by the Audit Committee. At the beginning of each financial year, a risk-based annual audit plan is rolled out after it is approved by the Audit Committee and the Board. The audit plan aims to evaluate the efficacy and adequacy of the internal control system(s) and compliance(s) thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations.

The Internal Audit is carried by independent external audit firm consisting of qualified accountants, domain & industry experts, fraud risk and information technology cyber security specialists. Based on the reports of Internal Auditor, corrective actions were taken, wherever required. Significant audit observations and corrective actions thereon are presented by the Audit Committee to the Board.

The Internal Auditor presents their reports to the Audit Committee.

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

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

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

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

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

In terms of the Regulation 25(7) of the SEBI Listing Regulations, your Company organized various familiarization programs for its Directors including Industry Outlook, Presentations on Internal Control over Financial Reporting, Regulatory updates, Prevention of Insider Trading Regulations, Framework for Related Party Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, Corporate Social Responsibility Strategy etc. The details of familiarization program (for independent directors) are disclosed on the website of your Company at https://www.welspuncorp.com/uploads/investor_data/ investorreport__1209.pdf During the reporting year, the Independent Directors spent ~152 hours on several familiarization program. During the year, your Company also conducted a separate sessions on ESG familiarization, Human Resource Familiarization for directors as part of the committee meetings.

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

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

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

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

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

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

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

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

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

The details of the Nodal Officer appointed by your Company under the provisions of Investor Education and Protection Fund are provided in the Report on Corporate Governance and Shareholder Information forming part of this Annual Report.

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

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

For and on behalf of the Board of Directors