i During FY 2021-22, the Company had invested in 0.01% optionally convertible debentures of Mahatva Plastic Products and Building Materials Private Limited amounting to Rs. 401.

During the previous year, the Company had invested in 0.01% optionally convertible debentures of Mahatva Plastic Products and Building Materials Private Limited of Rs. 54.83. Also, there was redemption of 0.01% optionally convertible debentures of Mahatva Plastic Products and Building Materials Private Limited of Rs. 452.00 at par in the previous year.

During the current year, there was redemption of 0.01% optionally convertible debentures of Mahatva Plastic Products and Building Materials Private Limited of Rs. 3.83 at par.

March 31, 2024 and March 31, 2023:-

Terms and rights of 0.01% Optionally Convertible Debentures (OCDs):

0.01% Optionally Convertible Debentures (OCDs) having face value of Rs. 100 each shall be convertible at the option of WCL, the holder at any time during the tenure of the debentures into 10 equity shares of Rs. 10 each. If the OCD are not redeemed within 5 years from the date of issue, the OCD will be mandatorily converted into equity shares. The OCD shall be redeemable at the option of Mahatva, the issuer, any-time from the date of issue but not later than 5 years.

ii The Company had invested in 2,48,15,000 7.75% Convertible Non-cumulative Optionally Redeemable Preference Shares (7.75% CORPS) of par value Rs. 10 amounting to Rs. 24.82.

The Company invested in 2,01,75,000, 7.75% Convertible Non-cumulative Optionally Redeemable Preference Shares (7.75% CORPS) of par value Rs. 10. amounting to Rs. 20.17 in the previous year.

Terms and rights of 7.75% Convertible Non-cumulative Optionally Redeemable Preference Shares (7.75% CORPS): 7.75% CORPS have par value Rs. 10 each.

The 7.75% CORPS shall be convertible into equity shares of Anjar TMT, the issuer, any time before March 31,2036. One 7.75% CORPS will be converted into one equity share of Rs. 10/- each fully paid-up. If not converted, the 7.75% CORPS shall be redeemable at par at the option of Anjar TMT, the issuer after March 31,2030, but before March 31, 2036.

iii During the previous year, 1,74,79,000 preference shares of Welspun DI Pipes Limited have been converted to same number of equity shares having face value of Rs. 10 per equity share amounting to Rs. 17.48 in Welspun DI Pipes Limited in the previous year.

Additionally, the Company had also invested 50,10,000 equity shares of WDI of Rs. 10 amounting to Rs. 5.01 during the previous

March 31, 2024 and March 31, 2023:-

Terms and rights of 8% Convertible Non-Cumulative Optionally Redeemable Preference Share (8% CORPS):

The 8% CORPS shall be convertible into equity shares of WDI, the issuer, any time before March 31, 2036. One 8% CORPS will be converted into one equity share at par. The 8% CORPS shall be Redeemable at the option of WDI, the issuer in one or more tranches at any time on or after September 30, 2034 but before March 31,2036 and 8% CORPS shall be redeemed at par.

iv. During the previous year, the Company invested in 30,07,000, 0.01% Optionally Convertible Debentures of par value Rs. 100 each amounting to Rs. 30.07 of Sintex Prefab and Infra Limited.

Terms and Rights:

Each OCD having face value of Rs. 100 each shall be convertible at the option of the holder thereof at any time during the tenure of the OCDs into 10 equity shares of Rs. 10 each.

If the OCDs are not redeemed within 5 years from the date of the issue, the OCDs shall be mandatorily converted into equity shares.

The OCDs shall be redeemable at the option of the issuer, any-time from the date of the issue but not later than 5 years.

Before redeeming the OCDs, the issuer shall give option to holder to convert the OCDs in to equity by issuing 15 days’ notice thereto.

If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of the notice period.

The OCDs shall carry coupon of 0.01% p.a., discretionary.

v. During the previous year, the Company invested in 3,30,70,100 0.01% Optionally Convertible Debentures of par value Rs. 100 each amounting to Rs. 330.70 of Sintex BAPL Limited

During the current year, there was redemption of 0.01% optionally convertible debentures of Sintex BAPL Limited of Rs. 0.55 at par.

Terms and Rights:

Each OCD having face value of Rs. 100 each shall be convertible at the option of the holder thereof at any time during the tenure of the OCDs into 10 equity shares of Rs. 10 each.

If the OCDs are not redeemed within 5 years from the date of the issue, the OCDs shall be mandatorily converted into equity shares.

The OCDs shall be redeemable at the option of the issuer, any-time from the date of the issue but not later than 5 years.

Before redeeming the OCDs, the issuer shall give option to holder to convert the OCDs in to equity by issuing 15 days’ notice thereto.

If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of the notice period.

The OCDs shall carry coupon of 0.01% p.a., discretionary.

vi. During the previous year, the Company has acquired 10,000 equity shares of Rs. 10 each amounting to Rs. 0.01 of Nauyaan Shipyard Private Limited. Consequently, it has become a wholly owned subsidiary of the Company. Further, the Company invested in 87,00,000 0.01% Optionally Convertible Debentures of par value Rs. 100 each amounting to Rs. 87.00 of Nauyaan Shipyard Private Limited in the previous year.

During the current year, there was redemption of 0.01% optionally convertible debentures of Nauyaan Shipyard Private Limited of Rs. 8.50 at par.

Terms and Rights:

Each OCD having face value of Rs. 100 each shall be convertible at the option of the holder thereof at any time during the tenure of the OCDs into 10 equity shares of Rs. 10 each.

If the OCDs are not redeemed within 5 years from the date of the issue, the OCDs shall be mandatorily converted into equity shares.

The OCDs shall be redeemable at the option of the issuer, any-time from the date of the issue but not later than 5 years.

Before redeeming the OCDs, the issuer shall give option to holder to convert the OCDs in to equity by issuing 15 days’ notice thereto.

If the holder does not opt for converting, the issuer shall redeem within 7 days of the expiry of the notice period.

The OCDs shall carry coupon of 0.01% p.a., discretionary.

(i) I n determining allowance for credit losses of trade receivables, the Company has used the practical expedient by computing the expected credit loss allowance based on a provision matrix. While the overall risk of credit loss based on past experience is negligible, the provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on ageing of receivables and the rates used in provision matrix.

(ii) There are no disputed trade receivables as at March 31,2024 and March 31,2023.

ii) Terms and rights attached to shares Equity shares

The Company has only one class of equity shares having a par value of Rs. 5 per share. Each holder of equity shares is entitled to one vote per share. The dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.

In the event of liquidation of the Company the holders of the equity shares will be entitled to receive remaining assets of the Company after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Preference shares

Preference shares do not carry any voting rights in the Company, except as provided in the Companies Act, 2013. Preference share will have priority over equity shares in the payment of dividend and repayment of capital.

Nature and purpose of other equity

(i) Securities premium

Securities premium is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act, 2013.

(ii) Debenture redemption reserve

The amounts credited to the debenture redemption reserve may not be utilized except to redeem debentures.

(iii) General reserve

General Reserve represents appropriation of profit by the Company. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.

(iv) Equity settled share based payments (refer note 49)

This account is used to recognize the grant date fair value of options issued to employees under "WELSOP" Employee stock option plan.

(v) Capital redemption reserve

Capital redemption reserve was created equal to the nominal value of the shares purchased pursuant to Buy Back of its own fully paid up equity shares. Further, during the current year, Capital Redemption Reserve was created on redemption of 6% Cumulative redeemable preference shares amounting to Rs. 351.51 in accordance with the provisions of the Companies Act 2013. This will be utilized as per provisions of Companies Act, 2013.

(vi) Capital reserve

The Company has created capital reserve pursuant to merger and acquisitions.

(vii) Cash flow hedging reserve

The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The Cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognized and accumulated under the heading of cash flows reserve will be reclassified to statement of profit and loss only when the hedged transaction affects the profit or loss or included as a basis adjustment to the non-financial hedged item.

(viii) Retained Earnings

Retained earnings comprises of prior years as well as current year’s undistributed earnings after taxes.

(ix) Treasury Reserve

This reserve represents own equity shares held by Welspun Corp Employees Welfare Trust.

The Shareholders of the Company, by resolutions passed by way of Postal Ballot, results of which were declared on July 29, 2022, approved, inter alia, acquisition of equity shares by Welspun Corp Employees Welfare Trust for implementation of Welspun Corp Employee Benefit Scheme - 2022. Welspun Corp Employees Welfare Trust ("Trust") was formed with objects of welfare of employees of the Company and subsidiaries, inter alia, by way of acquiring, holding and allocating equity shares of the Company to eligible employees by way of stock options. By March 31,2024, the Trust has acquired cumulative equity shares 86,717 of the Company for a total acquisition cost of Rs. 2.26. No options have so far been granted to any employee or director.

* the above is excluding effective interest rate resulting in decrease in borrowing by Rs. 0.29 (March 31, 2023: Rs. 0.74).

# Secured by first charge ranking pari passu by way of mortgage of certain movable and immovable property, plant and equipment of the Company.

i) During current year, the Company has redeemed 6% Cumulative redeemable preference shares on September 18, 2023 amounting to Rs. 351.51 ( March 31,2023 Rs. Nil).

ii) Term loan from Banks :

(a) The term loan of Rs. 789.34 (March 31, 2023: Rs. 942.68) from consortium of Banks are payable in 10 years commencing from December 2023 in quarterly installments. The rate of interest of the consortium lenders are linked to respective bank’s MCLR plus spread prevailing on the interest reset date , such that, average rate of interest during the year was 8.82% p.a. (March 31, 2023: 8.45%). Secured by first charge ranking pari passu on hypothecation of all movable and immovable property, plant and machinery, intangible assets, insurance policies of Metallics division of the Company, both present and future. Carrying value is excluding effective interest rate resulting in decrease in borrowing by Rs. 2.54 (March 31,2023: Rs. 4.03)

(b) The term loan of Rs. 200 (March 31, 2023: Rs. Nil ) from Banks are payable in 5 years commencing from September 2024 in half yearly installments. The rate of interest are linked to bank’s MCLR plus spread, such that, average rate of interest during the year was 8.40% p.a. Carrying value is excluding effective interest rate resulting in decrease in borrowing by Rs. 0.76 (March 31,2023: Rs. Nil). Secured by first pari passu charge on movable property, plant and machinery of the pipe division of the Company, both present and future.

(c) Term loan of Rs. Nil ( March 31,2023: Rs. 350) carrying interest link to 3 months Treasury Bill i.e. 7.97% from bank repayable each from Quarter June 2023 to March 2024 for Rs. 100 each of which Rs. 50 is prepaid during the previous year. Exclusive charge on specific assets purchased from ABG Shipyard Limited. (Refer note 52) Carrying value is excluding effective interest rate resulting in decrease in borrowing by Rs. Nil (March 31,2023: Rs. 1.52)

iv) Buyer’s credit for capital items of Rs. Nil. (March 31, 2023: Rs. 5.21) and Acceptances for capital items of Rs. Nil (March 31, 2023: Rs. 50.30) are secured by first charge ranking pari passu on hypothecation on all moveable and immovable property, intangible assets, insurance policies both present and future and Second charge on current assets of the Company. Buyers credit for capital item and Acceptances for Capital Goods carries an interest in the range of 4% to 6% pa. and originally repayable at maturity of 12 months.

(i) Nature of security for Current borrowings: Secured by first charge ranking pari passu on hypothecation of raw materials, finished goods, work-in-progress, goods-in-transit, stores and spares and Trade Receivables of the Company and second charge on all movable and immovable property, Plant and equipment of the Company both present and future.

Interest rate for year ended March 31,2024 is 7.45%

During the previous year, Working capital loan from bank includes carrying interest which is linked to 1 month -Treasury Bill carrying rate of 7.53% to 7.60% from banks which was repayable in the month of May 2023 and June 2023 for Rs. 37.00 and Rs. 120.00 respectively.

(ii) Terms of repayment and interest

(a) Working capital loan from banks carrying interest at 7.55% and was repayable and is paid in 120 days ending on May 2023 for loans outstanding as on March 31,2023.

(b) Buyers credit carry an interest linked to SOFR at 7.75% p.a. and which was repayable and paid in April 2023.

(iii) Nature of security and terms of repayment and interest

Secured by first charge ranking pari passu on hypothecation of all movable and immovable property, plant and machinery, intangible assets, insurance policies of the metallics division both present and future. Second charge on current assets of the metallics division. Carries an interest of 4% - 6% which was repayable and paid at maturity of 12 months.

(ii) There are certain income-tax related legal proceedings which are pending against the Company. Potential liabilities, if any have been adequately provided for, and the Company does not currently estimate any probable material incremental tax liabilities in respect of these matters.

ESI EMPLOYEE BENEFIT OBLIGATIONS

(i) Leave obligations

The leave obligations cover the Company’s liability for earned leave.

(ii) Post-employment obligations - gratuity

The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act, 1972. The plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen day wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee concerned upon retirement/termination. The gratuity plan is a funded plan and the Company makes contributions to recognized funds in India.

This defined benefit plans expose the Company to actuarial risks, such as interest rate risk and market (investment) risk.

(vi) Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which is asset volatility. The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The plan assets are invested by the Company in Kotak Group Gratuity Fund and India First Employee Benefits Plan. The plan assets have been providing consistent and competitive returns over the years. The Company intends to maintain these investments in the continuing years.

(vii) Defined benefit liability and employer contributions

Expected contribution to post-employment benefit plans for next year ended March 31,2024 is Rs. 6.69 (March 31,2023: Rs. 5.29).

The weighted average duration of the defined benefit obligation is 9 years. The expected maturity analysis of undiscounted gratuity benefits is as follows:

38. Pursuant to the Supreme Court Judgment in the case of "Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal" in relation to non-exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952, and subsequent dismissal of the review petition filed against the Judgement, the Company has assessed the impact and on conservative basis made provision (presented under Current) of Rs. 21.68 (March 31,2023: Rs. 21.68). The Company has also determined and discharged the provident fund liability from September 01,2019 considering the impact of the judgement. The Company has changed its salary structure in the month of June 2020 w.e.f. April 01,2020 to comply with above judgement.

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to Level 3, as described below :

Level 1: This hierarchy includes financial instruments measured using quoted prices. The mutual funds are valued using the closing NAV. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. The Company has derivatives which are not designated as hedges, bonds and government securities for which all significant inputs required to fair value an instrument falls under level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted securities.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the fair value of forward contracts is determined using forward exchange rates prevailing with Authorised Dealers dealing in foreign exchange.

- the use of Net Assets Value ('NAV') for valuation of mutual fund investment. NAV represents the price at which the issuer will issue further units and will redeem such units of mutual fund to and from the investors.

- the fair value of bonds and government securities are derived based on the indicative quotes of price and yields prevailing in the market or latest available prices.

The Company’s risk management is carried out by treasury department under policies approved by the board of directors. Treasury department identifies, evaluates and hedges financial risks. The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity. There is no change in objectives, policies and process for managing the risk and methods used to measure the risk as compared to previous year.

Where all relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between the hedging instrument and the hedged item. This will effectively result in recognizing interest expense at a fixed interest rate for the hedged floating rate loans and inventory at the fixed foreign currency rate for the hedged purchases.

(I) Credit risk

Credit risk is the risk that counterparty will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including bonds, deposits with bank, foreign exchange transactions and other financial instruments. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition.

a) Trade receivables

Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. Receivables are deemed to be past due or impaired with reference to the Company’s normal terms and conditions of business. These terms and conditions are determined on a case to case basis with reference to the customer’s credit quality and prevailing market conditions. The Company based on past experiences, current conditions and forecasts of future economic conditions does not expect any material loss on its receivables.

The credit quality of the Company’s customers is monitored on an ongoing basis and assessed for impairment where indicators of such impairment exist. The Company uses simplified approach (i.e. lifetime expected credit loss model) for impairment of trade receivables/ contract assets. The solvency of the debtor and their ability to repay the receivable is considered in assessing receivables for impairment. Where receivables have been impaired, the Company actively seeks to recover the amounts in question and enforce compliance with credit terms.

Past experience, current conditions and forecasts of future economic conditions suggest a low/ minimum credit risk or allowances of debtors. Exposures of trade receivable broken into ageing bucket as per note 12. The Company’s trade receivable do not carry a significant financing element. Hence, trade receivables are measured at transaction price.

b) Other financial assets

The Company maintains exposure in cash and cash equivalents, term deposits with banks, security deposits, loans, derivative financial instruments, investments in government securities, bonds and investments in mutual funds. The Company has diversified portfolio of investment with various number of counterparties which have good credit ratings, good reputation and hence the risk is reduced. Individual risk limits are set for each counterparty based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Company.

Expected credit loss for other than trade receivables has been assessed and based on life-time expected credit loss, loss allowance provision has been made.

(II) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities (comprising the undrawn borrowing facilities below), by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

b) Maturities of financial liabilities

The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for:

All non-derivative financial liabilities, and derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not material.

(III) Market risk - foreign currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward foreign exchange contracts.

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments, highly probable forecast transactions and foreign currency required at the settlement date of certain receivables/payables. The use of foreign currency forward contracts is governed by the Company’s strategy approved by the board of directors, which provide principles on the use of such forward contracts consistent with the Company’s risk management policy and procedures.

(IV) Market risk - interest rate risk

The Company had borrowed funds at fixed interest rates.

The Company’s fixed rate borrowings are carried at amortized cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

(V) Market risk - security prices a) Exposure

The Company is mainly exposed to the price risk due to its investment in mutual funds and bonds. The price risk arises due to uncertainties about the future market values of these investments.

In order to manage its price risk arising from investments in mutual funds, the Company diversifies its portfolio in accordance with the limits set by the risk management policies.

(VI) Impact of hedging activities

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward contracts and derivative contracts

The Company uses forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments, highly probable forecast transactions and foreign currency required at the settlement date of certain receivables/payables. The use of forward contracts is governed by the Company’s strategy approved by the board of directors, which provide principles on the use of such forward contracts consistent with the Company’s risk management policy.

The Company’s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Company uses the hypothetical derivative method to assess effectiveness. Ineffectiveness is recognized on a cash flow hedge and net investment hedge where the cumulative change in the designated component value of the hedging instrument exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of foreign currency forecast sale and purchase transactions, hedges of interest rate risk and hedges of net investment, as applicable, this may arise if:

(i) The critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the forecast transaction, interest resets changes from what was originally estimated), or

(ii) Differences arise between the credit risk inherent within the hedged item and the hedging instrument. There were no ineffectiveness recognized in the statement of profit and loss during March 31, 2024 and March 31, 2023.

OQI CAPITAL MANAGEMENT (I) Risk management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Loan covenants

The Company has complied with all the loan covenants applicable, mainly fixed assets coverage ratio, net debt to earnings before interest tax depreciation and amortization ratio and total liability to tangible net worth ratio attached to the borrowings.

P71 OPERATING LEASE As a lessor

The Company has entered into operating leases for land and premises. These lease arrangements are both cancellable and non-cancellable in nature and range for a period between three years to ten years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.

R3i SEGMENT INFORMATION

Since the segment information as per Ind AS 108 - Operating Segments is provided on the basis of consolidated financial statement, the same is not provided separately in standalone financial statement.

Q9I EQUITY SETTLED SHARE BASED PAYMENTS (ESOP) (REFER NOTE 16(b)(iv))

Senior level management employees of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). In respect of options granted during the current year under the Welspun Employee Stock Options Scheme (WELSOP), the cost of equity-settled transactions is determined by the fair value at the date when the grant is made using Black Scholes Merton formula which is in accordance with Indian Accounting Standard 102 (Ind AS 102).

The cost of equity settled transaction is recognized, together with a corresponding increase in Equity settled share based payments reserves in other equity, over the period in which the service conditions are fulfilled. This expense is included under the head "Employee benefits expense" as employee share-based expense. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest.

Expense for the period from grant date to reporting date recognized is Rs. 10.55 (Year ended March 31,2023: Rs. 5.58).

50. Assessment of impairment of carrying value of investments and recoverability of loans given to subsidiary: Welspun Specialty Solutions Limited ("WSSL" or "subsidiary") is engaged in manufacturing of pipes in India. The Company has outstanding investment in equity shares of Rs. 283.65 in subsidiary which is carried at cost, as at March 31,2024. The Company has outstanding loans granted to its subsidiary of Rs. 182.63 which is carried at amortized cost as at March 31, 2024. Considering the financial position and losses of the subsidiary, the Company has assessed the impairment of the carrying value of the investment in the subsidiary based on the market approach model (the "model"). The Company has also assessed the impairment of the carrying value of the loans based on the expected credit loss model ("ECL") resulting in no impairment for the year.

51. a. During the previous year, Bigshot Infra Facilities Private Limited ("Bigshot"), a wholly owned subsidiary of the

Company from April 18, 2022, has acquired control over Sintex Prefab India Limited ("SPIL") on February 24, 2023. SPIL was admitted under Corporate Insolvency Resolution process (CIRP) in terms of Insolvency and Bankruptcy code, 2016 ("IBC") of India. The National Company Law Tribunal (NCLT) vide its order dated December 21, 2022, approved the resolution plan for acquiring controlling stake in SPIL and merge Bigshot with SPIL by way of scheme of arrangement ("Scheme") approved by NCLT. Consequently, SPIL became wholly owned subsidiary of the Company.

51. b. During the previous year, Propel Plastic Products Private Limited ("Propel"), a wholly owned subsidiary of the

Company from September 27, 2022, has acquired control over Sintex BAPL Limited ("SBAPL") on March 29, 2023. SBAPL was admitted under Corporate Insolvency Resolution process (CIRP) in terms of Insolvency and Bankruptcy code, 2016 ("IBC") of India. The National Company Law Tribunal (NCLT) vide its order dated March 17, 2023, approved the resolution plan for acquiring controlling stake in SBAPL and merge Propel with SBAPL by way of scheme of arrangement ("Scheme") approved by NCLT. Consequently, SBAPL became wholly owned subsidiary of the Company.

52. During the previous year, the Company paid Rs. 589.45 towards the purchase consideration of the private sale of specified assets (partially built obsolete ships, metal, and scrap) of ABG Shipyard Limited (in liquidation) under the provisions of the Insolvency & Bankruptcy Code, 2016 ("IBC").

1. The Company was entitled to VAT incentive, on its investment in the eligible property plant and equipment, on fulfillment of the conditions stated in the scheme.

2. The Company is entitled to SGST incentive, on its investments in the eligible property, plant and equipment on fulfilment of the conditions stated in the scheme. The Company has followed net basis of accounting of government grants. As per this method, the balance sheet would reflect the cumulative net amount of grant that has been amortized to date and the cash that has been received / reasonably assured to be received under the terms of the grant and corresponding government grant is recognized in the statement of profit and loss.

3. The Company has availed the benefit of Export Promotion Capital Goods (EPCG) scheme provided by the Government of India (Ministry of Commerce and Industry) on import of Property, plant and equipment. The amount of duty waived by the Government has been capitalised and equivalent amount has been transferred to deferred income and amortized over useful life of the assets.

55. The Board of Directors, at their meeting held on March 14, 2023, approved the Scheme of Amalgamation ("the Scheme") of Welspun Metallics Limited ("Transferror Company") with the Company. The Company filed an application with the National Company Law Tribunal, Ahmedabad Bench to merge Welspun Metallics Limited with the Company. The order has been pronounced and delivered on October 27, 2023. The Scheme has become effective from the date of the Order. The Appointed Date for the Scheme is April 01,2022.

As per guidance on accounting for common control transactions contained in Ind AS 103 "Business Combination" the merger has been accounted for using the pooling of interest method as prescribed in IND AS 103 - Business Combinations and figures for year ended March 31,2023 have been restated.

As part of the Scheme, the equity shares and preference shares held by the Company in Welspun Metallics Limited stands cancelled.

1 Total debt = Non-current borrowings and Current borrowings

2 Earning for debt service = Profit for the year Non-cash operating expenses like depreciation and other amortizations Interest expenses

3 Debt service = Interest and principal repayments including lease payments

4 Cost of Goods Sold = Cost of material consumed Purchases of stock-in-trade Changes in inventories of finished goods, stock-in-trade and work-in progress

5 Working capital =Current assets (-) Current liabilities

6 Capital employed = Tangible net worth Total debt Deferred tax liability

F57H ADDITIONAL REGULATORY REQUIREMENTS UNDER SCHEDULE III

(i) Details of Benami Property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) Borrowing secured against current assets

The Company has borrowings from banks on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks and financial institutions are in agreement with the books of accounts.

(iii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority or other lender.

(iv) Relationship with struck off companies

The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956 except following:

(v) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(vi) Compliance with approved scheme(s) of arrangements

The Company has complied with accounting impact on approved scheme of arrangements during current or previous financial year (refer note 55).

(vii) Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Ultimate Beneficiaries or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

The Company has not received any funds from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(viii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(x) Valuation of PP&E, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including Right-of-Use assets) or intangible assets or both during the current or previous year.

(a) Title deeds are held in the name of the demerged undertaking i.e. Welspun Steel Limited which has been merged with the Company in the FY 2021-22. The Company is under process to change the name of these title deeds.

(b) Title deeds are held in the name of Welspun Metallics Limited which has been merged with the Company (refer note 55). The Company is under process to change the name of these title deeds.

(xii) Registration of Charges or satisfaction with Registrar of Companies (ROC)

The Company does not have any charge or satisfaction not registered with the ROC beyond the statutory period.

(xiii) Utilisation of borrowings availed from banks and financial institutions

The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were was taken.

(xiv) Loans or advances to specified person

The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and related parties (as defined under Companies Act, 2013) either severally or jointly with any other person, that are (a) repayable on demand; or (b) without specifying any terms or period of repayment.

58. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The draft rules for the Code on Social Security, 2020 have been released by the Ministry of Labour and Employment on November 13, 2020. The Company is in the process of assessing the additional impact on Provident Fund contributions and on Gratuity liability contributions and will complete their evaluation and give appropriate impact in the standalone financial statements in the period in which the rules that are notified become effective.

* The financial performance of Welspun Corp Employees Welfare Trust have been included in the standalone financial statements of the Company in accordance with the requirements of Ind-AS and cost of such treasury shares of Rs. 2.26 has been presented as a deduction in Other Equity. While computing basic and diluted earnings per share, weighted average of 86,717 number of equity shares have been reduced.

60. During the middle of June 2023, the central western parts of India were affected by the tropical cyclone that developed in the Arabian Sea named 'Biparjoy'. The cyclone had significant impact on industries in Kutch and caused widespread damage to infrastructure, including power lines, roads and communication networks.

The impact on Company’s assets and inventories as provisionally estimated by the management is amounting to Rs. 57.31. The Company has appropriately accounted for the above loss in "Other expenses". The Company is also covered for the loss of profit due to the shut down of one of it's plant. The Company is sufficiently covered by All Risk Insurance Policy and has also received an on-account payment of Rs. 46.31 from the insurance company shown under "Other Income". The Company is confident that the full loss covered under insurance policy will be recovered from the insurance companies.

BW CORE INVESTMENT COMPANIES (CIC)

Management has assessed that there are three CIC in the Group ('Companies in the Group’ is as defined in Master Direction -Core Investment Companies (Reserve Bank) Directions, 2016, as amended).

Q2I SUBSEQUENT EVENTS

The Board of Directors at their meeting dated May 30, 2024 have recommended to pay dividend at the stipulated rate on the 6% Cumulative Redeemable Preference Shares of the face value of Rupees 10/- each fully paid up from April 01, 2023 to September 18, 2023 i.e. date of redemption and to pay dividend at the rate of 100% per equity share (i.e. Rupees 5 per equity share) having nominal value of Rupees 5 for the financial year ended March 31,2024. The payment is subject to approval of the shareholders in the upcoming Annual General Meeting.

63. During the previous year, the Company had sold land and civil structures (collectively known as "assets sold") situated at the Dahej unit of the Company in the state of Gujarat and included resulting profit of Rs. 103.92 under "Other Income".

64. The Company has received dividend income of Rs. 149.27 in August 2023 and Rs. 123.95 in February 2024 from Welspun Pipes Inc. which is a wholly owned subsidiary of the Company. The same has been disclosed under "Other income".

051 SUMMARY OF OTHER ACCOUNTING POLICY

a) Contract assets and contract liabilities

When the Company performs a service or transfers a good in advance of receiving consideration, it recognizes a contract asset or receivable.

A contract asset is a Company’s right to consideration in exchange for goods or services that the Company has transferred to a customer. If the Company transfers control of goods or services to a customer before the customer pays consideration, the Company records a contract asset when the nature of the Company’s right to consideration for its performance is other than passage of time. A contract asset will be classified as a receivable when the Company’s right to consideration is unconditional (that is, when payment is due only on the passage of time).The Company assesses a contract asset for impairment in accordance with Ind AS 109. Impairment of a contract asset is measured, presented and disclosed on similar basis as other financial asset in nature of trade receivable within the scope of Ind AS 109. The Company discloses contract assets under "Other Assets".

The Company recognizes a contract liability if the customer’s payment of consideration precedes the Company’s performance. A contract liability is recognized if the Company receives consideration (or if it has the unconditional right to receive consideration) in advance of performance. The Company discloses contract liabilities under "Other Liabilities".

b) Investment properties

Investment property is measured initially at its cost, including related transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalized to the asset’s carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognized.

Investment properties (except freehold land) are depreciated using the straight-line method over their estimated useful lives over a period of thirty years. These estimated useful lives are in accordance with those prescribed under Schedule II to the Companies Act, 2013.

c) Intangible assets

Intangible assets with finite useful lives acquired by the Company are measured at cost less accumulated amortization and accumulated impairment losses. Amortization is charged on a straight-line basis over the estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in the estimate being accounted for on a prospective basis.

Amortization methods and periods

Intangible assets comprise of computer software which is amortized on a straight-line basis over its expected useful life of five years which is based on a technical evaluation done by the Management.

d) Non-current assets (or disposal groups) held for sale

Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets, which are specifically exempt from this requirement.

An impairment loss is recognized for any initial or subsequent write-down of the asset (or disposal groups) to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of an asset (or disposal groups), but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the non-current asset (or disposal groups) is recognized at the date of de-recognition. Non-current assets (including those that are part of disposal groups) are not depreciated or amortized while they are classified as held for sale. Interest and other expenses attributable to liabilities of disposal groups classified as held for sale continue to be recognized.

Non-current assets classified as held for sale and the assets of disposal groups classified as held for sale are presented separately from the other assets in the balance sheet under the head "Assets classified as held for sale". The liabilities of disposal groups classified as held for sale are presented separately from other liabilities in the balance sheet under the head "Liabilities directly associated with Assets or disposal groups classified as held for sale".

e) Leases

i) As a lessee

The Company leases various leasehold lands, buildings, vehicles, and office and other equipments. Rental contracts are typically made for fixed periods of three to ninety-nine years but may have extension options as described in note 3(b). Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments, as applicable:

• fixed payments (including in-substance fixed payments), less any lease incentives receivable

• variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date

• amounts expected to be payable by the Company under residual value guarantees

• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and

• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. Lease payment to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following, wherever applicable:

• the amount of the initial measurement of lease liability

• any lease payments made at or before the commencement date less any lease incentives received

• any initial direct costs, and

• restoration costs.

Right-of-use assets are measured at cost, less any accumulated depreciation and accumulated impairment losses, and adjusted for any remeasurement of lease liabilities.

Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term (including extension considering reasonable certainty), on a straight-line basis. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life.

Payments associated with short-term leases of equipment and all leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less, without a purchase option. Low-value assets and short term lease assets comprises of dumpsite land, laptops and other office equipment.

ii) As a lessor

Lease income from operating leases where the Company is a lessor is recognized in income on a straight-line basis over the lease term. Initial direct cost incurred in obtaining an operating lease are added to the carrying amount of the underlying asset and recognized as expense over the lease term on the same basis as lease income. The respective leased assets are included in the balance sheet based on their nature.

f) Borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are expensed in the period in which they are incurred.

Borrowing Cost includes exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the finance cost.

g) Employee benefits1) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

2) Other long-term employee benefit obligations

The liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognized in profit or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

3) Post-employment obligations

The Company operates the following post-employment schemes:

• defined benefit plans such as gratuity; and

• defined contribution plans such as provident fund, superannuation fund and pension fund.

(I) Defined Benefit Plans (i) Gratuity obligations

The liability or asset recognized in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation denominated in INR/Rs. is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet. Remeasurements are not reclassified to profit and loss in the subsequent periods.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in profit or loss as past service cost.

(II) Defined contribution plans

(i) Provident Fund, Employee State Insurance Corporation (ESIC) and Pension Fund

The Contribution towards provident fund, ESIC and pension fund for certain employees is made to the regulatory authorities where the Company has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Company does not carry any further obligations apart from the contributions made on a monthly basis.

(ii) Superannuation Fund

Contribution towards superannuation fund for certain employees is made to SBI Life Insurance Company where the Company has no further obligations. Such benefits are classified as Defined Contribution Schemes as the Company does not carry any further obligations, apart from contribution made on monthly basis.

4) Bonus Plan

The Company recognizes a liability and an expense for bonus. The Company recognizes a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

5) Equity-settled share-based payments (ESOP)

Equity-settled share-based payments to employees are measured at the fair value of the options at the grant date. The fair value of option at the grant date is expensed over the vesting period with a corresponding increase in equity as "Equity settled share based payments". In case of forfeiture of unvested option, portion of amount already expensed is reversed. In a situation where the vested option forfeited or expires unexercised, the related balance standing to the credit of the "Equity settled share based payments" are transferred to the "General Reserve".

When the options are exercised, the Company issues new equity shares of the Company of Rs. 5 each fully paid-up. The proceeds received and the related balance standing to credit of the Equity settled share based payments, are credited to share capital (nominal value) and Securities Premium.

h) Contributed Equity

Equity shares are classified as equity.

i) Dividends

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.

j) Earnings per share

1) Basic earnings per share

Basic earnings per share is calculated by dividing:

• the profit attributable to owners of the Company; and

• by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.

2) Diluted earnings per share

Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:

• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares; and

• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

k) Cash Flow Statement

Cash flows are reported using the indirect method set out in Ind AS 7 'Statement of Cash Flows’, whereby net loss/ profit before tax is adjusted for the effects of transactions of non-cash nature, any deferrals, or accruals of past or future operating cash receipts or payments and items of expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

l) Segment reporting

Since the segment information as per Ind AS 108 - Operating Segments is provided on the basis of consolidated financial statement, the same is not provided separately in standalone financial statement.

m) Foreign currency translation

1) Functional and presentation currency

Items included in the standalone financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates ('the functional currency’). The standalone financial statements are presented in Indian rupee (INR/Rs.), which is the Company’s functional and presentation currency.

2) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognized in profit or loss.

Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the statement of profit and loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit and loss on a net basis within other expenses or other income, as applicable.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the date of initial transaction.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

The Company has elected to apply the exemption from the transition date i.e. April 01,2015 in respect of accounting policy followed for long term foreign currency monetary items. Accordingly, long term foreign currency monetary items in the standalone financial statement have been accounted in accordance with previous GAAP as given below:

• Foreign exchange differences on account of depreciable assets are adjusted in the cost of depreciable assets and depreciated over the balance life of the assets.

In other cases, foreign exchange differences are accumulated in "Foreign Currency Monetary Item Translation Difference Account" and amortized over the balance period of such long term assets / liabilities.

66. The figures for the previous year have been regrouped wherever necessary.