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Welspun India Ltd.

BSE: 514162 Sector: Industrials
NSE: WELSPUNIND ISIN Code: INE192B01031
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OPEN 96.75
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VOLUME 491690
52-Week high 104.45
52-Week low 31.00
P/E 18.33
Mkt Cap.(Rs cr) 9,650
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 96.75
CLOSE 95.75
VOLUME 491690
52-Week high 104.45
52-Week low 31.00
P/E 18.33
Mkt Cap.(Rs cr) 9,650
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Welspun India Ltd. (WELSPUNIND) - Auditors Report

Company auditors report

To the Members of Welspun India Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statementsof Welspun India Limited ("the Company") which comprise the Balance sheet as atMarch 31 2020 the Statement of Profit and Loss including the statement of OtherComprehensive Income the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended and notes to the standalone Ind AS financial statements including asummary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone Ind AS financial statements give theinformation required by the Companies Act 2013 as amended ("the Act") in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2020 its profit including other comprehensive income its cash flows and the changesin equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements inaccordance with the Standards on Auditing (SAs) as specified under section 143(10) of theAct. Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Ind AS Financial Statements' section ofour report. We are independent

of the Company in accordance with the 'Code of Ethics' issued by theInstitute of Chartered Accountants of India together with the ethical requirements thatare relevant to our audit of the financial statements under the provisions of the Act andthe Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone Ind AS financial statements forthe financial year ended March 31 2020. These matters were addressed in the context ofour audit of the standalone Ind AS financial statements as a whole and in forming ouropinion thereon and we do not provide a separate opinion on these matters. For eachmatter below our description of how our audit addressed the matter is provided in thatcontext.

We have determined the matters described below to be the key auditmatters to be communicated in our report. We have fulfilled the responsibilities describedin the Auditor's responsibilities for the audit of the standalone Ind AS financialstatements section of our report including in relation to these matters. Accordingly ouraudit included the performance of procedures designed to respond to our assessment of therisks of material misstatement of the standalone Ind AS financial statements. The resultsof our audit procedures including the procedures performed to address the matters belowprovide the basis for our audit opinion on the accompanying standalone Ind AS financialstatements.

Key audit matters How our audit addressed the key audit matter
Measurement of government grant in respect of incentive under Gujarat Textile policy (the 'Policy')
The Company is eligible to claim government grant in the form of reimbursement of State Goods and Service Tax (SGST) collected on end product sold / intermediate product to the extent of the eligible capital investments in plant and machinery for the specified period under the policy. We performed following procedures among others:
• We obtained an understanding evaluated the design and tested operating effectiveness of the controls related to the government grants including the controls in respect of measurement of the grants.
During the current year the authorities have extended the eligibility period to claim reimbursement of SGST under the Policy which has been factored by the management for computation of government grant. • We evaluated the forecast in respect of sales and purchase used by the management in computation of government grant with respect to reimbursement of SGST ('computation').
As disclosed in note 2.23(vii) to the standalone financial statements for measurement of such government grants significant estimates and judgements are made by the management. The estimates inputs and judgements used by the management includes: • We compared the forecast in respect to sales and purchase to the business plan and previous forecast to the actual results.
• We compared the inputs used in the computation of government grant to external data including the modalities to claim the reimbursement of SGST under the Policy.
• Future sales growth rate;
• Input tax credit utilization;
• SGST rates on the products; • We focused our analysis on management assumptions in respect of:
Considering the above this is determined as key audit matter. • Future sales growth rate;
• Input tax credit utilization; and
• SGST rates on the products.
• We evaluated the arithmetical accuracy of the computation of government grant.
Impairment of Investments
The Company has Non-current investment in subsidiaries of Rs. 9044.79 million which are carried at cost. For investments where management identifies any impairment indicators such investments are tested for impairment using discounted cash-flow models by which recoverable value of each investment is compared to the carrying value as at balance sheet date. A deficit between the recoverable value and the carrying value would result in impairment. For sample selected we performed following procedures among others:
• We evaluated the management's assessment of indicators of impairment for investments in subsidiaries.
• We evaluated the forecast of future cash flows used by the management in the model to compute the recoverable value.
The Key inputs and assumptions used in the model are following: • We compared the forecast of future cash flows to business plan and previous forecasts to the actual results and analyzed results for material differences if any.
• Sales growth rate;
• Operating margins (%); • We compared the inputs in the model to internal and external data.
• Pre-tax discount rate (%); and • We focused our analysis on management assumptions in respect of future sales growth rate operating margins perpetuity growth rate and discount rate used to compute the recoverable value.
• Perpetuity growth rate (%)
Considering the significant degree of management judgement involved in the assumptions used for computation of the recoverable amount this is determined as key audit matter. • We involved valuation specialists to assist in evaluating the key assumptions and methodologies used by the Company in computing the Recoverable amount.
• We re-calculated estimates using management models.
• We read and assessed the relevant disclosures made within the standalone Ind AS financial statements
Key audit matters How our audit addressed the key audit matter
Measurement of Income Tax and Deferred tax
The measurement of the income tax and deferred tax charge for the year and corresponding balances as at balance sheet date involves significant estimates and judgements as in respect to certain items / transactions tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or as appropriate through a formal legal process. Our procedures over measurement of tax included the following:
• We obtained an understanding evaluated the design and tested the operating effectiveness of the controls related to procurement and sales process.
• We focused our analysis on management assumptions in respect of prices for sales and purchase of goods and services.
The Company claim deduction under Chapter VIA of the Income Tax Act 1961 (ACT). The tax deduction computation involves significant estimates and judgements in respect of selling price of the products and purchase of goods and services from the vendors.
• We involved tax experts to assist in evaluating the computation of deduction
The Company has generated credit of Minimum Alternate Tax (MAT) recorded as deferred tax assets. As at March 31 2020 the Company has MAT credit of INR 455.05 million. The utilization of MAT credit involves significant estimates and judgements in respect of forecasted taxable profits for future years. Our procedures over recoverability of the deferred tax asset included the following:
• We evaluated the forecast of future taxable income post tax holiday period of 10 years prepared by the management to assess the recoverability of deferred tax asset.
Due to the significance and materiality of the deferred tax balances and current income tax positions and the judgment involved in determining these this matter was considered significant to our audit. • We compared the forecast of future taxable income to business plan and previous forecasts to the actual results and analyzed results for material differences if any.
• We evaluated the arithmetical accuracy of the model used to compute the recoverability of deferred tax asset.

Other Information

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Annual reportbut does not include the standalone Ind AS financial statements and our auditor's reportthereon.

Our opinion on the standalone Ind AS financial statements does notcover the other information and we do not express any form of assurance conclusionthereon.

In connection with our audit of the standalone Ind AS financialstatements our responsibility is to read the other information and in doing so considerwhether such other information is materially inconsistent with the financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Responsibilities of Management and Those Charged with Governance forthe Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone Ind ASfinancial statements that give a true and fair

We also assessed disclosures made in the Standalone financialstatements.

view of the financial position financial performance including othercomprehensive income cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone Ind AS financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone Ind AS financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Those Charged with Governance are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Ind ASFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone Ind AS financial statements as a whole are free from material misstatementwhether due to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone Ind AS financialstatements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone Ind AS financial statements whether due to fraud or error design and performaudit procedures responsive to those risks and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone Ind AS financial statements including the disclosures and whether thestandalone Ind AS financial statements represent the underlying transactions and events ina manner that achieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalone IndAS financial statements for the financial year ended March 31 2020 and are therefore thekey audit matters. We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act we give in the "Annexure 1" a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet the Statement of Profit and Loss including theStatement of Other Comprehensive Income the Cash Flow Statement and Statement of Changesin Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financialstatements comply with the Accounting Standards specified under Section 133 of the Actread with Companies (Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of the written representations received from thedirectors as on March 31 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2020 from being appointed as a director in termsof Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company with reference to these standalone Ind ASfinancial statements and the operating effectiveness of such controls refer to ourseparate Report in "Annexure 2" to this report;

(g) In our opinion the managerial remuneration for the year endedMarch 31 2020 has been paid / provided by the Company to its directors in accordance withthe provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended in our

opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone Ind AS financial statements - Refer Note 32(a) to thestandalone Ind AS financial statements;

ii. The Company has long-term contracts as at March 31 2020 for whichthere were no material foreseeable losses. The Company did not have any long-termderivative contracts as at March 31 2020;

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company

For S R B C & CO LLP

Chartered Accountants

ICAI Firm

Registration Number: 324982E/E300003

per Vikas Kumar Pansari

Partner

Membership Number: 93649

UDIN: 20093649AAAABO5121

Place of Signature:

Mumbai

Date: June 292020

ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 OF THE SECTION ON "REPORT ONOTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

Re: Welspun India Limited

(i) (a) The Company has maintained proper records

showing full particulars including quantitative details and situationof fixed assets.

(b) Fixed assets have been physically verified by the management duringthe year and no material discrepancies were identified on such verification.

(c) According to the information and explanations given by themanagement the title deeds of immovable properties included in property plant andequipment are held in the name of the company.

(ii) The inventory has been physically verified by the managementduring the year. In our opinion the frequency of verification is reasonable. No materialdiscrepancies were noticed on such physical verification. In respect of inventories lyingwith third parties these have substantially been confirmed by them and no materialdiscrepancies were noticed in respect of such confirmations.

(iii) (a) The Company granted loan to a wholly owned

subsidiary covered in the register maintained under section 189 of theCompanies Act 2013. In our opinion and according to the information and explanationsgiven to us the terms and conditions of the grant of such loans are not prejudicial tothe company's interest.

(b) The Company granted loan to a wholly owned subsidiary covered inthe register maintained under section 189 of the Companies Act 2013. The schedule ofrepayment of principal and payment of interest for the loan granted has been stipulatedand the repayment was regular.

(c) There are no amounts of loans granted to companies firms or otherparties listed in the register maintained under section 189 of the Companies Act 2013which are overdue for more than ninety days.

(iv) In our opinion and according to the information and explanationsgiven to us there are no loans in respect of which provisions of section 185 of theCompanies Act 2013 are applicable and hence not commented upon. In our opinion andaccording to the information and explanation given to us provisions of section 186 of theCompanies Act

2013 in respect of in respect of loans and advances given investmentsmade and guarantees and securities given have been complied with by the Company.

(v) The Company has not accepted any deposits within the meaning ofSections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules

2014 (as amended). Accordingly the provisions of clause 3(v) of theOrder are not applicable.

(vi) We have broadly reviewed the books of account maintained by theCompany pursuant to the rules made by the Central Government for the maintenance of costrecords under section 148(1) of the Companies Act 2013 related to the manufacturetextile products and are of the opinion that prima facie the specified accounts andrecords have been made and maintained. We have not however made a detailed examinationof the same.

(vii) (a) Undisputed statutory dues including provident

fund employees' state insurance income- tax duty of custom goodsand service tax cess and other statutory dues have generally been regularly depositedwith the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employees' state insuranceincome-tax duty of custom goods and service tax cess and other statutory dues wereoutstanding at the year end for a period of more than six months from the date theybecame payable.

(c) According to the records of the Company there are no dues ofservice-tax duty of customs and cess which have not been deposited on account of anydispute. The particulars of dues

ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 OF THE SECTION ON "REPORT ONOTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

of income-tax sales-tax duty of excise and value added tax on accountof any dispute are as follows:

Name of the Statute Nature of the Dues Amount (Rs. In million) ** Period to which the amount relates Forum where the dispute is pending
Income Tax Act 1961 Income Tax Demand including penalty 491.51 AY 2005-06 to AY 2012-13 I ncom e Tax Appellate Tribunal
1988.53 AY 2013-14 to AY 2018-19 CIT - (Appeals)
Gujarat Sales Tax Act 1969 Sales Tax Including penalty and interest 16.95 2000-01 200304 2004-05 Jt. Comm. of Sales Tax (Appeals - 2) Vadodara
4.00 2015-16 Jt. Comm. (Appeals) Rajkot.
Central Excise Act 1944 Excise Duty 17.07 September 2005 to July 2006 Joint Secretary Ministry of Finance Department of Revenue
429.11 April 2009 to February 2015 Comm. of Central Excise Kutch
CENVAT Credit 0.12 May-2010 to Nov 2010 FEB -2010 to NOV 2010 Superintendent Central Excise Vapi.
0.07 March 2011 to June 2011 Comm. Appeal Daman
CENVAT including penalty 32.15 August 2005 to April 2010 Comm. of Central Excise Daman
24.77 FY 2008-2011 Dec 2010 - Oct 2011 August 2015 to March 2017 C E S T A T Ahmedabad
0.21 August- 2015 Dy. Comm. GST and Central Excise Division-Vapi
Maharashtra Value Added Tax 2002 VAT including interest and 0.15 FY 2010-11 Deputy Commissioner

**Net of amount paid under protest

(viii) I n our opinion and according to the information andexplanations given by the management the Company has not defaulted in repayment of loansor borrowing to a financial institution or bank. The Company does not have any loan fromGovernment. Further the Company has not issued any debenture.

(ix) According to the information and explanations given by themanagement the Company has not raised any money by way of initial public offer / furtherpublic offer / debt instruments and term loans hence reporting under clause (ix) is notapplicable to the Company and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose ofreporting the true and fair view of the financial statements and according to theinformation and explanations given by the management we report that no fraud by thecompany or no fraud on the company by the officers and employees of the Company has beennoticed or reported during the year.

(xi) According to the information and explanations given by themanagement the managerial remuneration has been paid / provided in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act 2013.

ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 OF THE SECTION ON "REPORT ONOTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

(xii) In our opinion the Company is not a nidhi company. Thereforethe provisions of clause 3(xii) of the order are not applicable to the Company and hencenot commented upon.

(xiii) According to the information and explanations given by themanagement transactions with the related parties are in compliance with section 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in thenotes to the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and onan overall examination of the balance sheet the company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review and hence reporting requirements under clause 3(xiv) are notapplicable to the company and not commented upon.

(xv) According to the information and explanations given by themanagement the Company has not entered into any non-cash transactions with directors orpersons connected with him as referred to in section 192 of Companies Act 2013.

(xvi) According to the information and explanations given to us theprovisions of section 45-IA of the Reserve Bank of India Act 1934 are not applicable tothe Company.

For S R B C & CO LLP

Chartered Accountants ICAI Firm Registration Number: 324982E/E300003

per Vikas Kumar Pansari

Partner

Membership Number: 93649 UDIN: 20093649AAAABO5121

Place of Signature: Mumbai Date: June 292020

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF WELSPUN INDIA LIMITED

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of Welspun India Limited ("the Company") as of March 31 2020 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting with reference to these standalone financialstatements based on our audit. We conducted our audit in accordance with the Guidance Noteon Audit of Internal Financial Controls Over Financial Reporting (the "GuidanceNote") and the Standards on Auditing as specified under section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting with reference to these standalone financial statementswas established and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls over financial reporting with reference tothese standalone financial statements and their operating effectiveness. Our audit ofinternal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting with reference to these standalone

financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the internal financial controlsover financial reporting with reference to these standalone financial statements.

Meaning of Internal Financial Controls Over Financial Reporting WithReference to these Financial Statements

A Company's internal financial control over financial reporting withreference to these standalone financial statements is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial control over financial reportingwith reference to these standalone financial statements includes those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting With Reference to these Standalone Financial Statements

Because of the inherent limitations of internal financial controls overfinancial reporting with reference to these standalone financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these standalone financial statements to future periods are subject to the risk thatthe internal financial control over financial reporting with reference to these standalonefinancial statements may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF WELSPUN INDIA LIMITED

Opinion

In our opinion the Company has in all material respects adequateinternal financial controls over financial reporting with reference to these standalonefinancial statements and such internal financial controls over financial reporting withreference to these standalone financial statements were operating effectively as at March31 2020 based on the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting

issued by the Institute of Chartered Accountants of India.

For S R B C & CO LLP

Chartered Accountants ICAI Firm Registration Number: 324982E/E300003

per Vikas Kumar Pansari

Partner

Membership Number: 93649 UDIN: 20093649AAAABO5121

Place of Signature: Mumbai Date: June 292020

.