Markets

Your Directors are pleased to present the 41^st Annual Report of your Company along with the Audited Financial Statements
for the financial year ended March 31, 2026.

1. Financial highlights:

2. Performance and Outlook:

Your Company's total revenue has seen decrease
by 11.5% on consolidated basis and 10.92% on
standalone basis. Your Company's EBITDA has
decreased by 40.6% on consolidated level and
41.52% on standalone basis. This has resulted in
decrease in EBITDA margin of 4.46% on consolidated
basis and 4.14% on standalone basis. Profit before
Tax has decreased by 66.6% on consolidated basis
and 58.47% on standalone basis. Profit After Tax
has decreased by 66.94% on consolidated basis and
52.5% on standalone basis.

3. Share Capital:

During the year under review, the Authorised Share
Capital of the Company stood at I 4,17,78,56,070
divided into 4,17,78,56,070 Ordinary (Equity) Shares
of I 1 each.

The issued, subscribed and paid-up Share Capital
of the Company stood at I 95,91,52,514 divided into
95,91,52,514 Ordinary (Equity) shares of I 1 each.

There was no change in the issued, subscribed and
paid-up Share Capital of the Company during the year
under review.

However, the Company has approved Buy back of
equity shares post the closure of financial year.

4. Dividend:

i. Dividend Distribution Policy:

In terms of the Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the SEBI
Listing Regulations, 2015") the Board approved and
adopted Dividend Distribution Policy of your Company
setting out the 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 copy
of the said Policy is also available on the Company's
website athttps://www.welspunliving.com/uploads/
investor_data/investorreport_8764.pdf

ii. Dividend for Financial Year (FY) 2025-26:

The Board at its Meeting held on May 15, 2026 has
recommended a final dividend of I 0.10 per equity
share for the FY2025-26 aggregating to I 9.59 Crore,
subject to the approval of the shareholders. Dividend
will be payable subject to approval of Members at

the ensuing Annual General Meeting ("AGM") and
deduction of tax at source to those Members whose
names appear in the Register of Members as on the
Record Date fixed for the purpose of declaration of
Dividend. A snapshot of the dividend track record
of your Company for previous financial years is
given below.

The Company declares and pays dividend in Indian
rupees. In terms of the requirements of the Income
Tax Act, 1961, the Company has made the payments
of Dividend after deducting the Tax at Source, as
applicable, for previous financial years. The dividend
remittance outside of India is governed by Indian laws
on Foreign Exchange and are also subject to deduction
of Tax at Source, as applicable.

iii. Unclaimed/Unpaid Dividend :

During the year ended March 31, 2026, your Company
has transferred dividend of I 24,58,880.95 remaining
unclaimed for the financial year 2017-18 to the
Investor Education and Protection Fund. Details of
the aforesaid transfer is available on the Company's
website at:https://www.welspunliving.com/uploads/
investor_data/investorreport_8989.xlsm

5. Subsidiaries, Associate and Joint
Ventures:

i. Pursuant to scheme of amalgamation, of
Welspun Home Solutions Limited ("the Transferor
Company") with Welspun Advanced Materials
(India) Limited ("the Transferee Company") and
their respective shareholders ("the Scheme"),
Hon'ble National Company Law Tribunal,
Ahmedabad Bench and Hyderabad Bench,
approved the scheme vide order dated April 25,
2025 and May 08, 2025, respectively.

As a result of the Scheme becoming effective,
inter alia, Welspun Home Solutions Limited,
which was a wholly owned subsidiary of Welspun
Advanced Materials (India) Limited, a wholly
owned subsidiary of the Company, merged with
Welspun Advanced Materials (India) Limited.

The name of the resulting subsidiary, Welspun
Advanced Materials (India) Limited was later
changed to Welspun Home Solutions Limited w.e.f
May 28, 2025.

ii. The Company has made an investment resulting
in the acquisition of a 35% stake in Welspun
Corporate Services Limited (formerly known as

Welspun Home Textiles Limited), which became
an Associate Company with effect from March
25, 2026.

A report on the performance and financial
position of each of the subsidiary companies
of your Company is included in the
consolidated financial statement presented
in Form AOC-1 attached as Annexure - 1
to this Report. Financial statements of subsidiary
companies of your Company is hosted on your
Company's website at www.welspunliving.com
Investors Financial Results Annual
Reports - Subsidiary Company.

Your Company's policy on Material Subsidiary as
approved by the Board is hosted on the Company's
website at :https://www.welspunliving.com/
uploads/investor_data/investorreport_8766.pdf

6. Auditors and Auditors' Report:

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

i. Statutory Auditor(s):

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

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

Total fees for all services paid by the Company and its
subsidiaries, on a consolidated basis, to the statutory
auditors and all entities in the network firm/network
entity of which the statutory auditors is a part during
the financial year under Report is I 4.13 Crore.

ii. Cost Auditor(s):

As per Section 148 and other applicable provisions,
if any, of the Companies Act, 2013 ("the Act") read
with Companies (Audit and Auditors) Rules, 2014, the
Board of Directors of your Company has reappointed
M/s. Kiran J. Mehta & Co., Cost Accountants as the
Cost Auditors of your Company for FY 2026-27 based
on the recommendation of the Audit Committee.

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

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

iii. Secretarial Auditor(s) and Secretarial Audit
Report:

Pursuant to the provisions of Section 204 of the Act
read with the Rule 9 of Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014 and the amended Regulation 24A of
the SEBI Listing Regulations, 2015, Members of
the Company had appointed JMJA & Associates
LLP, a Peer reviewed firm of Company Secretaries
(ICSI Firm Registration No. L2016MH9200), as the
Secretarial Auditor of your Company at the 40^th Annual
General Meeting of the period commencing from
Financial Year 2025-26 till the Financial Year 2029-30.

JMJA & Associates LLP had given their consent to act
as Secretarial Auditors of the Company and confirmed
that their aforesaid appointment would be within
the prescribed limits under the Act & Rules made
thereunder and the SEBI Listing Regulations, 2015.

They have also confirmed that they are not disqualified
to be appointed as Secretarial Auditors in terms of
provisions of the Act & Rules made thereunder and the
SEBI Listing Regulations, 2015.

The Secretarial Audit Report for FY 2025-26 is
attached herewith as Annexure - 2 to this Report.
As per Regulation 24A ofSEBI Listing Regulations
2015, the Secretarial Audit Report for FY 2025-26
of Welspun Global Brands Limited, material unlisted
subsidiary is also attached under Annexure - 3.

iv. Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial
year 2025-26 for all applicable compliances as per
SEBI Regulations and Circulars/ Guidelines issued
thereunder. The Annual Secretarial Compliance Report
has been submitted to the stock exchanges within 60
days from the end of the financial year under review. The
Annual Secretarial Compliance Report is available on
the Company's website athttps://www.welspunliving.
com/uploads/investor_data/investorreport_9003.pdf

V. Internal Auditor (s):

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 re-appointed M/s. Deloitte Touche
Tohmatsu India LLP, as the Internal Auditors of your
Company for FY 2026-27.

The Audit Report issued by Statutory Auditors,
Cost Auditors and Secretarial Auditors does not
contain any qualification, reservation, disclaimer or
adverse remark.

7. Disclosure of Shares held in suspense account:

8. Listing with the Stock Exchanges:

Your Company's equity shares are listed on National
Stock Exchange of India Limited (NSE) and BSE Limited
(BSE). Annual listing fees for the FY 2025-26 have
been paid to NSE and BSE. There are no unsecured
Commercial Papers outstanding as at March 31, 2026.

9. Finance:

i. Credit Rating:

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

ii. Deposits:

Your Company has not accepted any deposit within
the meaning of Chapter V of the Act. Further, no
amount on account of principal or interest on deposit
was outstanding as at the end of the financial year
2025-26.

10. Board of Directors:

Your Company's Board comprises mix of executive and
non-executive directors with considerable experience
and expertise across a range of fields such as
finance, accounts, marketing, brand building, general
management and strategy. Except the independent
directors and Mr. Balkrishan Goenka, all other directors
are liable to retire by rotation as per the provisions of
the Act. It is confirmed that, except for Mr. Balkrishan
Goenka and Ms. Dipali Goenka who are husband and
wife, there is no relationship between the directors
inter-se. The Board of Directors met 5 times during the
Financial Year under review on the following dates: May
29, 2025; July 30, 2025; November 12, 2025; February
12, 2026 and March 19, 2026.

During the year under review, there was no change
in the composition of the Board of Directors of the
Company. However, the following changes in the Key
Managerial Personnel of the Company took place
during the year.

i. Changes in Key Managerial Personnel:

(i) Cessation of Mr. Shashikant Thorat (holding
Membership no. FCS-6505), as Company
Secretary of the Company, from the close of
business hours of September 16, 2025.

(ii) Cessation of Mr. Sanjay Gupta, as Chief Financial
Officer (CFO) of the Company, from the close of
business hours of October 15. 2025.

(iii) Appointment of Ms. Shraddha Popat (holding
Membership no. ACS-54561), as Company
Secretary and Compliance Officer of the
Company with effect from November 12, 2025.

(iv) Appointment of Mr. Manish Bansal as Chief
Financial Officer of the Company with effect from
January 01, 2026.

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

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

ii. Declaration by an Independent Director(s):

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

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

iii. Directors' Evaluation:

Background:

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

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

Mode of evaluation:

Your Company has developed an in-house digital
platform to facilitate confidential responses to
a structured questionnaire.Each question in the
evaluation was rated on a fivepoint scale, ranging
from the lowest rating ("1") to the highest rating ("5").

The evaluation criteria 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.

The Independent Directors, at their separate meeting,
reviewed the performance of the Non-Independent
Directors, the Chairperson 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 confirmed that
the Board and its Committees continue to operate
effectively, demonstrating strong governance,
strategicleadership,soundoversight,professionalism,
ethical conduct, effective stakeholder engagement
and robust risk management.

The evaluation acknowledged the Board's diverse
composition, the appropriate blend of functional,
industry and financial expertise, and the constructive
participation of Directors, all of which contributed to
effective deliberations, balanced decision-making
and overall Board effectiveness. It also recognised
the Board's strong commitment to ethics, integrity,
compliance, transparency and long-term value
creation for all stakeholders.

The evaluation further highlighted the effective
leadership of the Chairperson in fostering an
environment of open dialogue, constructive
discussion and collaborative decision-making. The
Committees were also assessed as performing
effectively, with appropriate focus on their respective
responsibilities and governance oversight, supported
by well-structured processes and disciplined
meeting management.

The evaluation also identified opportunities for further
enhancement, particularly in strengthening long-term
strategic oversight and review mechanisms.

iv. Induction and familiarization of Director(s):

The Company conducts familiarisation programmes
for Independent Directors with an objective
to provide them with an understanding of the
Company's business, industry, operations, regulatory
environment and strategic priorities, thereby
enabling them to effectively discharge their roles,
responsibilities and duties as members of the Board
and its Committees.

At the time of appointment, the Independent Directors
are provided with an induction and orientation
programme covering, inter alia, the Company's
business model, organisational structure, nature of
industry, operational framework and key policies
of the Company. The Directors are also apprised
of their roles, rights and responsibilities under the
Act, the SEBI Listing Regulations, 2015, and other
applicable laws.

The Board and the Committees are regularly updated
by the Senior Management on business and functional
matters through presentations, discussions and
review meetings. During the year, the familiarisation
programmes and updates covered, inter alia, the
following areas:

• Business updates;

• Strategy updates including global business updates,
domestic/flooring business updates;

• Manufacturing and operational updates;

• Updates on ongoing projects; and capex

• Legal and regulatory developments;

• Corporate Social Responsibility (CSR) and
sustainability initiatives;

• Human resources updates;

• Innovation and Research & Development
(R&D) initiatives;

• Information Technology, Cyber Security and
Artificial Intelligence related developments; and

• Financial performance, internal controls and audit
related matters.

These programmes enable the Independent Directors
to gain insights into the Company's operations and
business environment and contribute effectively to
the deliberations of the Board.

The policy on Company's familiarization programme
for Independent Directors is hosted on your
Company's website at

www.welspunliving.com/uploads/investor_data/

investorreport_8976.pdf

v. Committees of the Board of Directors:

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

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

It is hereby confirmed that there is no material change
in Welspun Living Employee Benefit Scheme - 2022
("ESOP 2022"). During the year, your Company
granted 4,50,000 employee stock options. The details
of Stock Options granted under ESOP 2022 and the
other disclosures in compliance with the provisions
of Regulation 14 read with Part F of Schedule I of the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, are available on your Company's website at
https://www.welspunliving.com/uploads/investor_
data/investorreport_8995.pdf

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

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

12. Loans, Guarantees and Investments:

In terms of the provisions of Section 186 of the Act
read with the Companies (Meetings of the Board and
its Powers) Rules, 2014, disclosures relating to loans,
guarantees and investments as on March 31, 2026
are given in the Notes nos. 6(a), 6(b) 29 and 32 to the
Standalone Financial Statements forming part of this
Annual Report.

13. Particulars of contracts or
arrangements with related parties:

All related party transactions that were entered
into during the year under report were on an arm's
length basis and were in the ordinary course of
business, to serve mutual needs and mutual interest.
The following were the Material Transactions
undertaken during the year; with,

• Welspun Global Brands Limited ("WGBL"),
subsidiary of the Company.

• Between WGBL and Welspun USA Inc., a subsidiary
of the Company and subsidiary of WGBL, a
stepdown subsidiary of the Company.

This transaction are in ordinary course of business
and at arm's length.

The Audit Committee has given its omnibus approval
which is valid for one financial year. The shareholders
approval is being sought at the ensuing Annual General
Meeting for the above mentioned transactions.

Your Company's policy on Related Party Transactions
as approved by the Board is available on Company's
website athttps://www.welspunliving.com/uploads/
investor_data/investorreport_8883.pdf

Further, the necessary details as required under
the Act are given in Form AOC-2 as Annexure - 4 to
this Report.

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

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

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

(a) the ratio of the remuneration of each Executive Directors and Key Managerial personnels to the median
remuneration of the employees of your Company for FY 2025-26 is as given below:

(b) The percentage increase in the median
remuneration of employees in FY 2025-26
was 6%.

(c) Your Company had 16,232 permanent
employees on its payroll as on March
31, 2026.

(d) Average percentage increase in the salaries
of employees other than the managerial
personnel in FY 2025-26 was 9.21%.

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

ii. Details of the employees of your Company as
required pursuant to Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in a separate
annexure forming part of this report. In terms of
proviso to Section 136(1) of the Act, the Report
and Accounts are being sent to the Shareholders,
excluding the aforesaid Annexure. The said
Statement shall be open for inspection. Any
member interested in obtaining a copy of the
same may write to the Company Secretary at
Companysecretary_wll@welspun.com. None
of the employees listed in the said Annexure are
related to any Director of the Company.

iii. Ms. Dipali Goenka, Managing Director & CEO,
apart from receiving remuneration from the
Company, she also received I 4.31 Crore as
remuneration and is eligible for a commission
of 2% of its profits from Welspun Global Brands
Limited, subsidiary of the Company.

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

15. Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the
Companies Act, a copy of the Annual Return in Form
MGT-7 is available on the website of the Company
athttps://www.welspunliving.com/uploads/investor_
data/investorreport_8994.pdf

16. Business Responsibility and
Sustainability Report (BRSR):

In accordance with the Regulation 34(2)(f) of the
SEBI Listing Regulations, a separate section on
Business Responsibility and Sustainability Report
describing the initiatives taken by your Company from
Environmental, Social and Governance perspective,
along with BRSR Independent Assurance report by
BDO India Services Private Limited forms an integral
part of this Annual Report.

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

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

18. Corporate Social Responsiblity (CSR):

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

The CSR Policy of your Company as approved by the
Board of Directors, is available on Company's website
at:https://www.welspunliving.com/uploads/investor_
data/investorreport_8768.pdf.

The initiatives undertaken by your Company during
FY 2025-26 and disclosures as required under Rule
9 of the Companies (Corporate Social Responsibility)
Rules, 2014 are given in Annexure - 6 to this Report.

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

19. Internal Controls:

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

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

For the year ended March 31, 2026, the Board is
of the opinion that your Company has sound IFC
commensurate with the nature of its business
operations; wherein adequate controls are in place
and operating effectively and no material weakness
exists. Your Company has a process in place to
continuously monitor existing controls and identify
gaps and implement new and/or improved controls
wherever the effect of such gaps would have a
material effect on your Company's operation.

20. Risk Management:

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

21. Corporate Governance:

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

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

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

23. Policy on Determination of Materiality
of Event or Information:

The Company has formulated a Policy for
Determination of Materiality of Events or
Information in accordance with the provisions
of Regulation 30 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy is
available on the website of the Company athttps://
www.welspunliving.com/uploads/investor_data/
investorreport_8863.pdf

The objective of the Policy is to determine the
materiality of events or information of the Company
and to make disclosures of such events or information
to Stock Exchanges in a timely manner to ensure good
corporate governance.

24. Vigil Mechanism:

Your Company is committed to highest standards
of ethical, moral and legal business conduct.
Accordingly, the Board of Directors has formulated
Whistle Blower Policy and Vigil Mechanism for its
directors and employees and any director or employee
may make protected disclosures to the Chairperson
of the Audit Committee. No personnel have been
denied access to the Audit Committee. The Policy is
available on the website of the Company athttps://
www.welspunliving.com/uploads/investor_data/
investorreport_8763_1.pdf

25. Adherence to Maternity Benefit
Regulations:

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

26. Disclosure on Prevention of Sexual
Harassment at Workplace:

Your Company has complied with provisions relating
to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

The details of complains is as given below-

a. No. of complaints filed during the financial year: 0

b. No. of complaints disposed of during the financial
year: 0

c. No. of complaints pending as on end of the
financial year/beyond 90 days: 0

27. Directors' Responsibility Statement:

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

a. in the preparation of the annual accounts for
the financial year ended March 31, 2026, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;

b. the directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the
financial year and of the profit and loss of the
Company for the FY 2025-26;

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

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

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

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

28. Miscellaneous:

The Board of Directors confirm that, during the year:

a. There was no change in the general nature of
business of your Company.

b. No material change or commitment has occurred
which would have affected the financial position
of your Company between the end of the financial
year to which the financial statements relate and
the date of the report.

c. 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.

d. No amount was required to be transferred to
General Reserve.

e. No share with differential rights was issued by
your Company nor did your Company issue any
equity share as sweat equity share.

f. No fraud took place in the Company during the
year and hence, no such reporting was made
to the Audit Committee and the Board under
Section 143(12) of the Act, read with Rule 13 of
the Companies (Audit and Auditors) Rules, 2014.

g. There were no proceedings initiated/pending
against the Company under the Insolvency and
Bankruptcy Code, 2016. Further, there were no
instances of one time settlement with the Banker
or Financial Institution.

h. The Board of Directors affirms that the Directors
have devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of
Companies Secretaries of India and that such
systems are adequate and operating effectively.

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

29. Acknowledgements:

Your Directors convey their deepest appreciation
for the unstinted dedication, professionalism,
commitment and resilience displayed by the
Company's employees at al levels and business
partners, customers, vendors, etc. Your Directors
also wish to express their gratitude towards the
Shareholders for their continued trust, support
and confidence.

For and on behalf of the Board of Directors

Balkrishan Goenka

May 15, 2026 Chairman

Mumbai DIN: 00270175