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To,

The Members,

Welspun Investments and Commercials Limited ("Company")

Your directors have pleasure in presenting the 16^th Annual Report of your Company along with the audited Financial Statements for the financial year ended March 31, 2024.

1. Financial Results (Rs. In lakhs)

2. Performance

Your Company is a Core Investment Company ("CIC") not requiring registration from Reserve Bank of India. During the year under review, the majority of the company?s income was dividend income from the investments made in the group companies.

3. Reserves & Dividend

The Company has not transferred any amount to reserve. Taking stock of the current market situation and the potential opportunities of further investment, your directors do not recommend any dividend for the financial year ended March 31, 2024.

4. Internal Controls

The Board has laid down Internal Financial Controls to be followed by the Company which commensurate with the size, scale and complexity of its business and such internal financial controls are adequate and were operating effectively within the meaning of explainaniton of Section 134 (5) (e) of the Companies Act, 2013.

5. Deposits

The Company has not accepted any Deposits within the meaning of Chapter V of the Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.

6. Subsidiary / Joint Venture / Associate Company

There was no Subsidiary/ Joint Venture/ Associate Company as at the end of the year.

7. Auditors i. Statutory Auditors

M/s. P Y S & Co., LLP, Chartered Accountants (Firm Registration No. 012388S) (Formerly known as M/s. P Y S & Co.), who are appointed up to the conclusion of the 17^th Annual General Meeting, have given their consent to continue to act as the Auditors of the Company for the remaining tenure.

ii. Secretarial Auditors

The Board of Directors had appointed M/s. SPZ & Associates, Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2023-24. Their Report forms part of this Directors? Report. They have also been appointed as the Secretarial Auditors for the F.Y. 2024-25.

iii. Internal Auditors

The Board of Directors have appointed M/s Suresh Sureka Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2023-24. M/s Suresh Sureka Associates, Chartered Accountants, have also been appointed as internal auditors for F.Y. 2024-25.

8. Auditors? Report

i. Statutory Audit Report

The Auditors? observation if any, read with Notes to Accounts are self –explanatory and therefore, do not call for any comment

ii. Secretarial Audit Report

Secretarial Audit Report given by M/s SPZ & Associates, Company Secretaries is annexed with the report as Annexure I.

iii. Cost Audit Report

As the Company does not fall under Rule 3 of the Companies (Cost Records and Audit Rules, 2014), the maintenance of cost records as specified by Central Government under sub section (1) of section 148 of the Companies Act, 2013 and appointment of cost auditor is not applicable to the Company.

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

During the year under review, the Statutory Auditors, the Cost Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

9. Share Capital & Listing

i. Issue of Equity Shares with differential rights

The Company has not issued shares with differential rights and hence, disclosures as required in Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required.

ii. Disclosures of Shares held in suspense account under Clause F of Schedule V to the SEBI (Listings Obligations and Disclosure Requirements) Regulations, 2014

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. iii. Listing with Stock Exchanges

The Company?s equity shares are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

Annual listing fees for the year 2024-25 are paid to BSE and NSE.

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

Your Company does not carry any activity which is covered under Section 134(3) (m) of the Companies Act, 2013 and applicable rules and accordingly no data needs to be provided in this regard.

i. Change in Directors and Key Managerial Personnel

a) Appointment of Mrs. Amita Karia (holding Director Identification Number: 07068393) as an Additional Director (Non-Executive, Independent), with effect from January 31, 2024 by the board of directors of the Company at their meeting held on January 31, 2024 upon the recommendation of the Nomination and Remuneration Committee;

b) Appointment of Mr. Sitaram Somani (holding Director Identification Number: 00005017) as an Additional Director (Non-Executive, Independent), with effect from January 31, 2024 by the board of directors of the Company at their meeting held on January 31, 2024 upon the recommendation of the Nomination and Remuneration Committee;

c) Cessation of Mr. Raj Kumar Jain as Independent Director (holding Director Identification Number: 00026544), with effect from March 31, 2024 pursuant to the end of his tenure as the Independent Director;

d) Cessation of Mr. Atul Desai as Independent Director (holding Director Identification Number: 00019443), with effect from March 31, 2024 pursuant to the end of his tenure as the Independent Director;

e) Cessation of Ms. Mala Todarwal as Independent Director(holding Director Identification Number: 06933515), with effect from March 31, 2024 pursuant to the end of her tenure as the Independent Director;

f) In accordance with the provisions of Section 152 of the Act and the Articles of Association of your Company, Mr. L. T. Hotwani (holding Director Identification Number : 00007125) is retiring by rotation at the forthcoming Annual General Meeting and being eligible, has been recommended for his re-appointment. Details about director being appointed or re-appointed are given in the Notice of the forthcoming Annual General Meeting.

ii. Changes after Balance Sheet date

a) Approval of members of the Company for the appointment of Mr. Sitaram Somani (holding Director Identification Number: 00005017) as an Independent Director with effect from January 31, 2024;

b) Approval of members of the Company for the appointment of Mrs. Amita Karia (holding Director Identification Number: 07068393) as Independent Director with effect from January 31, 2024.

iii. Declaration by Independent Directors

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 respective status as an Independent Director.

Further, in the opinion of the Board the independent directors, possess requisite skills, expertise, experience and integrity.

iv. Formal Annual Evaluation

As done last year, this year also, the Company followed the same evaluation process with specific focus on the performance vis-a-vis the plans, meeting challenging situations, performing leadership role within, and effective functioning of the Board etc. which was in line with the SEBI Guidance Note on Board Evaluation dated January 5, 2017. The evaluation process invited, through IT enabled platform, and graded responses to a structured questionnaire for each aspect of the evaluation viz. time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflictof interest; integrity of the Director; active participation and contribution during discussions. For the financial year 2023-24, the annual performance evaluation was carried out which included evaluation of the Board, independent directors, non-independent directors, Chairman, Committees of the Board, quantity, quality and timeliness of information to the Board. The independent directors evaluated all non-independent directors, the Board, the Committees, the Chairman and the information to the Board. The Nomination and Remuneration Committee and the Board evaluated performance of the independent directors, the Board itself, the Chairman, the Committees of the Board, the information provided to the Board. All results were satisfactory.

12. Number of Meetings of Board of Directors

The Company?s Board consists of eminent persons with considerable professional expertise and experience thereby ensuring the best interest of stakeholders and the Company. As at March 31, 2024 the Board comprises of 6 Directors out of which 5 are Independent Directors.

The composition and category of directors and relevant details relating to them are given below:

4 meetings of the Board of Directors were held during the financial year 2023-24 on the following dates: May 10, 2023,

August 02, 2023, October 18, 2023 and January 31, 2024.

In addition to the above, a meeting of the Independent Directors was held on March 29, 2024 in compliance with the Section 149(8) read with Schedule V to the Companies Act, 2013. The said meeting was attended by Mr. Atul Desai, Mr. Rajkumar Jain, Ms. Mala Todarwal, Mrs. Amita Karia and Mr. Sitaram Somani.

It is confirmed that there is no relationship between the directors inter-se.

13. Audit Committee

As at March 31, 2024 the Committee comprised of directors having accounting and finance back-ground. The composition of the Committee and attendance of the members is given hereunder:

*Resigned w.e.f. March 31, 2024

Consequent to the cessation of Mr. Rajkumar Jain, Mr. Atul Desai and Ms. Mala Todarwal as the Independent Directors of the Company w.e.f. March 31, 2024, they ceased to become the Chairman/ Members of the Audit Committee. Further, Mr. Sitaram Somani, Ms. Amita Karia and Mr. L. T. Hotwani were appointed as the Chairman/ Member of the Audit Committee w.e.f. March 31, 2024.

The Company Secretary of the Company acted as the Secretary of the Committee.

4 meetings of the Audit Committee of the Board of Directors were held during the financial year 2023-24 on following dates: May 10, 2023, August 02, 2023, October 18, 2023 and January 31, 2024.

None of recommendations made by the Audit Committee were rejected by the Board

A. Terms of reference

The terms of reference stipulated by the Board of Directors to the Audit Committee are as contained under the Listing Agreement / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.

14. Nomination and Remuneration Committee

The Company has constituted the Nomination and Remuneration Committee consisting of majority of non-executive independent directors. During the year under review, 2 meetings of the said Committee were held on May 10, 2023 and January 31, 2024.

A. Terms of reference ->

To recommend appointment of, and remuneration to, directors, Key Managerial Personnel and Senior Management Personnel and review thereof from time to time.

B. Composition of the Committee -

Consequent to the cessation of Mr. Rajkumar Jain, Mr. Atul Desai and Ms. Mala Todarwal as the Independent Directors of the Company w.e.f. March 31, 2024, they ceased to become the Chairman/ Members of the Nomination and Remuneration Committee.

Subsequently, Mr. Sitaram Somani, Ms. Amita Karia and Mr. L. T. Hotwani were appointed as the Chairman/ Members of the Nomination and Remuneration Committee w.e.f. March 31, 2024.

Accordingly, the Nomination and Remuneration Committee comprises of 3 directors as on date of this Report viz. Mr. Sitaram Somani, Mr. L. T. Hotwani and Mrs. Amita Karia.

C. Remuneration Policy -

The Company follows a policy on remuneration of directors and senior management employees and the salient features thereof are as under:

i. Appointment of Directors -

a) While identifying persons who may be appointed directors, the Committee shall consider business of the Company, strength, weakness, opportunity and threats to company?s business, existing composition of the board of directors, diversity, skills, expertise of existing directors and background, skills, expertise, reputation and qualification possessed by persons being considered, specific requirements under Companies Act, 2013, standard listing regulations and any other laws as to composition of the Board.

b) While identifying persons who may be appointed as independent directors, the Committee shall review their qualifications and suitability to ensure that such candidates will be able to function as directors ‘Independently? and avoid any conflict of interest, obligations, pressure from senior management and other persons associated with the Company.

ii. Remuneration of Directors, Key Managerial Personnel, Senior Management Personnel –

a) The remuneration to executive directors, Key Managerial Personnel and Senior Management Personnel at the time of appointment shall be mutually agreed. The Committee shall consider top industry indicators, experience of candidate, expected contribution of executive to the requirementsofrole, profitability challenges specific to the Company and such other matters as the Committee may deem fit.

The remuneration must motivate individuals to achieve benchmarks which must be aligned to the vision of the Company. It may contain fixed pay. The management shall periodically find out the remuneration scale prevalent in the industry / peer group to the extent possible to find out if there is a need for revision in remuneration for retaining the talent.

b) The Non-Executive directors shall not be eligible for any remuneration / commission, unless specifically approved by the Board of Directors on recommendation of the Nomination and Remuneration Committee and by the shareholders.

c) The Non- Executive Directors including independent directors may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. 1,00,000/- per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

d) The Non-Executive Directors may be paid commission after complying with required provisions of the Companies Act, 2013.

Besides, the Committee shall take into consideration performance, of the concerned executive as well as the Company, to the growth of business, profitability, company potentiality and critical role played / initiatives taken while considering pay hike / increment to the concerned executives.

15. Share Transfer, Investors? Grievance and Stakeholders? Relationship Committee

The Share Transfer, Investors? Grievance and Stakeholders? Relationship Committee is in accordance with the Section 178 of the Companies Act, 2013 and the Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, among others, to oversee and review the engagement and communication plan with stakeholders and ensure that the views / concerns of the stakeholders are highlighted to the Board at appropriate time and that the steps are taken to address such concerns, to monitor and review the investor service standards of the Company, to look in to the transfer/ transmission of securities.

The composition of the Committee and attendance of the members is given hereunder:

*Resigned w.e.f. March 31, 2024

Consequent to the cessation of Mr. Rajkumar Jain and Ms. Mala Todarwal as the Independent Directors of the Company w.e.f. March 31, 2024, they ceased to become the Chairman/ Members of the Share Transfer, Investors? Grievance and Stakeholders? Relationship Committee.

Further, Mr. Sitaram Somani and Ms. Amita Karia were appointed as the Chairman/ Member of the Share Transfer, Investors? Grievance and Stakeholders? Relationship Committee w.e.f. March 31, 2024.

The Company Secretary of the Company acted as the Secretary of the Committee.

4 meetings of the Committee were held during the financial year 2022-23 on following dates: May 10, 2023, August 02, 2023, October 18, 2023 and January 31, 2024.

All the requests received from the investors during the year under Report, were resolved within the stipulated time to the satisfaction of the investors/ shareholders and no complaints / request were pending for more than 15 days as on March 31, 2024. All the shares/debentures received for transfer/ transmission were transferred / transmitted and no transfer was pending as at March 31, 2024.

16. Corporate Governance

As at March 31, 2024, the Company does not breach the Capital and Net Worth requirements mentioned in Regulation 15 of LODR and hence, the provisions of Corporate Governance does not apply to the Company. Accordingly, the Corporate Governance Report is not provided in the Annual Report.

Further, referring to the audited financial statements for the financial year ended on March 31, 2024 the net worth of the Company has been increased beyond the limit specified in Regulation 15 of the LODR as a result of which, the provisions relating to corporate governance under LODR does apply to the Company w.e.f. the date of signing of the audited financial statements of the Company for the financial year ended on March 31, 2024.

17. 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 Director and Key Managerial Personnel to the median remuneration of the employees of your Company for FY 2023-24 is as given below:

(b) The percentage increase in the median remuneration of employees in FY 2023-24 was NIL%. (c) Your Company had 02 permanent employees on its payroll as on March 31, 2024.

(d) Average percentage increase in the salaries of employees other than the managerial personnel in FY 2023-24 was NIL%.

We affirm that the remuneration is as per the Nomination and Remuneration Policy of 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 are given below:

Name, Designation, Age, DOJ, Current Gross Salary (Rs. Lakhs per annum), Qualification, Previous Company,

Nature of Employment, % of Equity Shares held in the Company, Relative of any Director/ Manager of the Company Gajendra Nahar, CEO w.e.f. 01/08/2014 and CFO w.e.f. 06/11/2014, 55, 1.80, CA, Winmark Enterprises Limited, Permanent, 150 Equity Shares (0.00%), No; Amol Nandedkar, Company Secretary, 42, 01/02/2016, 1.20, Company Secretrary, Self-employed, Permanent, NIL Equity Shares (0.00%), No;

18. Establishment of vigil mechanism for directors and employees

The Company has a Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Audit Committee and no personnel have been denied access to the Audit Committee.

19. Particulars of contracts or arrangements with related parties

A related party transaction that was entered into during the year under report was on an arm?s length basis and was in the ordinary course of business, to serve mutual needs andmutualinterest.Therewerenomateriallysignificantrelated party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The requirement of Form applicable to the Company. The details of the related party transactions as required under IND-AS 24 are set out in Note 19(ii) to the Standalone financial statements forming part of this Report.

20. Loans, Guarantees and Investments

During the Financial Year under review, your Company has not given any loans, guarantees, security or made any investments requiring members? approvals under section 186 of the Companies Act, 2013.

21. Managerial Remuneration

The remuneration or perquisite paid to the Managerial Remuneration was within the limits prescribed under the Act. No service contract was entered into with, any managerial person. The sitting fees paid to the independent directors for attending meetings of Board / Committees of the Board for the Financial Year ended March 31, 2023 are as under:

22. Shareholding of the Directors of the Company as on March 31, 2024

As on March 31, 2024, none of the directors held any shares in the Company.

23. Management Discussion and Analysis

A separate report on Management Discussion and Analysis is enclosed as a part of the Annual Report.

24. Risk management policy

The Company has risk management policy for identification and mitigation of risks to the business of the Company.

Considering the current exposure of the Company, there is no such risk which could threaten the existence of the Company.

For the key business risks identified by the Company please refer to the Management Discussion and Analysis annexed to this Annual Report.

25. Extract of the Annual Return

The Annual Return in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company and can be accessed on the website of the Company at "https:// www.welspuninvestments.com" under the tab – "Investor Relations".

26. Directors? Responsibility Statement

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, your directors hereby confirm that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c. the directors had taken proper and sufficientcare for the with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the directors had prepared the annual accounts on a going concern basis; e. being a listed company, the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. Human Capital

As an organization, we respect the rights of our people, promoteopenandfreeflowof ideas without any form of harassment or discrimination and have implemented robust policies to ensure that these are adhered to across all our operations. We are resolute regarding support to human rights and complying with all the relevant laws. Our Code of Conduct, Prevention of Sexual Harassment (PoSH) Policy and other HR practices covers aspects of human rights for operations.

As a result of our commitment to upholding high standards of protection of human rights, there were no complaints in F.Y. 2023-24.

28. Miscellaneous

(i) During the year under report, there was no change in the general nature of business of the Company.

(ii) No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year under report and the date of this report.

(iii) No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company?s operations in future.

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

(v) During the year under review, the Company has generally complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

(vi) During the year under review, there has been no one-time settlement Banks and Financial Institutions.

(vii) There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Tribunal or other Courts as at the end of the Financial Year ended March 31, 2024.

29. Acknowledgements

Your Directors wish to acknowledge the co-operation and support extended by the group companies, Central Government, State Governments, bankers, customers, and the shareholders. It will always be the Company?s endeavor to build and nurture strong relationship for mutual benefit.