WIL/SEC/2021 May 18, 2021 - Welspun India

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WIL/SEC/2021 May 18, 2021 To, BSE Ltd. (Scrip Code-514162) Department of Listing, P. J. Towers, Dalal Street, Mumbai 400 001. National Stock Exchange of India Ltd. (Symbol: WELSPUNIND, Series EQ) Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051. Sub: Submission of Public Announcement for buyback of equity shares of Welspun India Limited (“Company”) Dear Sir/Madam, This is further to our intimation dated May 14, 2021, where the Company has informed that the Board of Directors of the Company have approved the proposal to Buyback fully paid up Equity Shares of the Company from the existing shareholders/ beneficial owners as on Record Date on a proportionate basis through the Tender Offer process. In this connection please note that today i.e. May 18, 2021 the Company has published the Public Announcement of buyback in Financial Express (English All editions), Jansatta (Hindi All editions) and Kutch Mitra (Gujarati being the regional language of Kutch wherein the registered office of the Company is located) pursuant to Securities & Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“Buyback Regulations”). The copy of the said Public Announcement is enclosed for your reference and dissemination on the Stock Exchanges. Thanking you, Yours faithfully, For Welspun India Limited Shashikant Thorat Company Secretary FCS - 6505 Encl: as above

Transcript of WIL/SEC/2021 May 18, 2021 - Welspun India

Page 1: WIL/SEC/2021 May 18, 2021 - Welspun India

WIL/SEC/2021 May 18, 2021

To,

BSE Ltd.

(Scrip Code-514162)

Department of Listing,

P. J. Towers, Dalal Street, Mumbai – 400 001.

National Stock Exchange of India Ltd.

(Symbol: WELSPUNIND, Series EQ)

Exchange Plaza, Bandra-Kurla Complex,

Bandra (E), Mumbai – 400 051.

Sub: Submission of Public Announcement for buyback of equity shares of Welspun India

Limited (“Company”)

Dear Sir/Madam,

This is further to our intimation dated May 14, 2021, where the Company has informed that the

Board of Directors of the Company have approved the proposal to Buyback fully paid up Equity

Shares of the Company from the existing shareholders/ beneficial owners as on Record Date on a

proportionate basis through the Tender Offer process.

In this connection please note that today i.e. May 18, 2021 the Company has published the

Public Announcement of buyback in Financial Express (English – All editions), Jansatta (Hindi –

All editions) and Kutch Mitra (Gujarati being the regional language of Kutch wherein the

registered office of the Company is located) pursuant to Securities & Exchange Board of India

(Buy-Back of Securities) Regulations, 2018, as amended (“Buyback Regulations”). The copy of

the said Public Announcement is enclosed for your reference and dissemination on the Stock

Exchanges.

Thanking you,

Yours faithfully,

For Welspun India Limited

Shashikant Thorat

Company Secretary

FCS - 6505

Encl: as above

Page 2: WIL/SEC/2021 May 18, 2021 - Welspun India

14 FINANCIALEXPRESS

WWW.FINANCIALEXPRESS.COMTUESDAY, MAY 18, 2021

months preceding the date of the Board Meeting at which the Buyback was proposed and from the date of theBoard Meeting till the date of the Public Announcement.Mr. Arvind Singhal, an Independent Director has undertaken the following transaction:Aggregate numberof Equity Sharespurchased or sold

Nature ofTransaction

Maximum Price(Rs.)

Date ofMaximum Price

Minimum Price(Rs.)

Date ofMinimum Price

50,000 Purchase 74.85 March 9, 2021 74.84 March 9, 2021B. INTENTION OF PROMOTER AND PROMOTER GROUP TO PARTICIPATE IN THE BUYBACK3.5 In terms of the Buyback Regulations, under the Tender Offer route, the Promoters and Promoter Group have the

option to participate in the Buyback. In this regard, following Promoters and Promoter Group have expressedtheir intention to participate in the Buyback and offer up to an aggregate maximum of 8,170,000 Equity Sharesas detailed below or any such lower number of shares in accordance with the Buyback Regulations:Sr.No. Name of Shareholder No. of Equity

Shares heldMaximum number of EquityShares intended to tender

1. Balkrishan Gopiram Goenka, Trustee ofWelspun Group Master Trust 694,465,432 8,170,000

TOTAL 694,465,432 8,170,0003.6 Details of the date and price of acquisition of the Equity Shares that the Promoters and Promoter Group of the

Company intend to tender are set out below:Name of Promoter – Welspun Group Master TrustDate ofTransaction

No. ofEquityShares

NominalValue per

share(Re.)

Price PerShare(Rs.)

Acquisition/Sale

Consideration*(Rs.)

Nature of Transaction/Consideration

26-Feb-2018 93,990 1 63.40 5,958,966 Acquired vide inter se transfer21-May-2019 679,078,913 1 0.37 25,05,00,000 Acquired vide Scheme of

AmalgamationIssued pursuant to merger ofPrasert Multiventure PrivateLimited (which was 100% heldby Welspun Group Master Trust)with Welspun India Limited videNCLT Order dated 21st May2019

13_Mar-2020 937,999 1 32.28 30,277,622 Open Market15-Mar-2020 1,062,001 1 32.06 34,044,669 Open Market17-Mar-2020 2,130,000 1 27.77 59,156,267 Open Market28-Jul-2020 3,501,254 1 39.01 136,591,373 Open Market29-Jul-2020 1,650,000 1 39.58 65,304,176 Open Market5-Aug-2020 2,500,000 1 44.94 112,340,722 Open Market6-Aug-2020 2,011,275 1 44.89 90,277,520 Open Market10-Aug-2020 1,500,000 1 43.86 65,791,930 Open MarketTotal 694,465,432Maximum number of Equity Shares intended to be tendered: 81,70,000* (Cost of acquisition as per books of accounts of Welspun Group Master Trust)

3.7 The Company confirms that there are no defaults subsisting in the repayment of deposit or interest paymentthereon, redemption of debentures or interest payment thereon or redemption of preference shares, orrepayment of any term loans or interest payable thereon to any financial institution or banking company.

4. CONFIRMATIONS FROM THE BOARDAs required by clause (x) of Schedule I of the Buyback Regulations, the Board of Directors of the Companyhas confirmed that it has made a full enquiry into the affairs and prospects of the Company and has formed theopinion:

I. That immediately following the date of Board Meeting held, there will be no grounds on which the Company canbe found unable to pay its debts.

II. That as regards the Company’s prospects for the year immediately following the Board Meeting, and havingregard to the Board’s intentions with respect to the management of the Company’s business during that yearand to the amount and character of the financial resources, which will, in the Board’s view, be available to theCompany during that year, the Company will be able to meet its liabilities as and when they fall due and will notbe rendered insolvent within a period of one year from the date of the Board Meeting approving the Buyback ispassed; and

III. In forming its opinion aforesaid, the Board has taken into account the liabilities as if the Company were beingwound up under the provisions of the Act and the Insolvency and Bankruptcy Code, 2016 (including prospectiveand contingent liabilities).

5. REPORT ADDRESSED TO THE BOARD OF DIRECTORS BY THE COMPANY’S AUDITOR ONPERMISSIBLE CAPITAL PAYMENT AND OPINION FORMED BY DIRECTORS REGARDING INSOLVENCY.The text of the report dated May 17, 2021, from the Statutory Auditors of the Company, addressed to the Boardis reproduced below:QuoteIndependent Auditor’s Report on buy back of shares pursuant to the requirement of Clause (xi) ofSchedule I to the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, asamendedThe Board of DirectorsWelspun India Limited6th Floor, Kamala Mills Compound,Senapati Bapat Marg, Lower Parel,Mumbai 400 013.1. This Report is issued in accordance with the terms of our service scope letter dated May 17, 2021 and

master engagement agreement October 27, 2017 as amended on October 11, 2018, December 24, 2019and December 4, 2020 with Welspun India Limited (hereinafter the “Company”).

2. In connection with the proposal of Welspun India Limited (the “Company”) to buy back its equity shares inpursuance of the provisions of Section 68, 69 and 70 of the Companies Act, 2013, as amended (“the Act”)and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended (the“Buyback Regulations”), and in terms of the resolution passed by the Board of directors of the Companyin their meeting held on May 14, 2021, we have been engaged by the Company to perform a reasonableassurance engagement on the Statement of determination of the amount permissible capital payment (the“Statement”), which we have initialed for identification purposes only.Board of Directors Responsibility for the Statement

3. The preparation of the Statement of determination of the amount permissible capital payment for thebuyback is the responsibility of the Board of Directors of the Company, including the preparation andmaintenance of all accounting and other relevant supporting records and documents. This responsibilityincludes the design, implementation and maintenance of internal control relevant to the preparation andpresentation of the Statement and applying an appropriate basis of preparation; and making estimates thatare reasonable in the circumstances.

4. The Board of Directors are responsible to make a full inquiry into the affairs and prospectus of theCompany and to form an opinion that the Company will not be rendered insolvent within a period of oneyear from the date of meeting.

Auditor’s Responsibility5. Pursuant to the requirements of the Buyback Regulations, it is our responsibility to provide reasonable

assurance on the following “Reporting Criteria”:(i) Whether the amount of capital payment for the buy back is within the permissible limit and computed

in accordance with the provisions of Section 68 of the Act;(ii) Whether the Board of Directors has formed the opinion, as specified in Clause (X) of Schedule I to

the Buyback Regulations, on a reasonable grounds that the Company having regard to its state ofaffairs will not be rendered insolvent within a period of one year from the date of meeting;

(iii) Whether we are aware of anything to indicate that the opinion expressed by the Directors in thedeclaration as to any of the matters mentioned in the declaration is unreasonable in circumstancesas at the date of declaration.

6. The standalone and consolidated financial statements for the year ended March 31, 2021, have beenaudited by us, on which we issued an unmodified audit opinion vide our report(s) dated May 14, 2021respectively. Our audits of these financial statements were conducted in accordance with the Standardson Auditing, as specified under Section 143(10) of the Companies Act, 2013 and other applicableauthoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement.

7. We conducted our examination of the Statement in accordance with the Guidance Note on Reports orCertificates for Special Purposes issued by the Institute of Chartered Accountants of India. The GuidanceNote requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute ofChartered Accountants of India.

8. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and OtherAssurance and Related Services Engagements.

9. A reasonable assurance engagement involves performing procedures to obtain sufficient appropriateevidence on the Reporting criteria mention in paragraph 5 above. The procedures selected depend on theauditor’s judgement, including the assessment of the risks associated with the Reporting Criteria. We haveperformed the following procedures in relation to the Statement:i) We have inquired into the state of affairs of the Company in relation to its audited standalone and

consolidated financial statements for the year ended March 31, 2021;ii) Examined authorization for buyback from the Articles of Association of the Company;iii) Examined that the amount of capital payment for the buy-back as detailed in Annexure A is within

permissible limit computed in accordance with section 68(2)(c) of the Act;iv) Examined that the ratio of debt owned by the Company, if any, is not more than twice the capital and

its free reserve after such buy-back on a standalone as well as consolidated basis for the year endedMarch 31, 2021;

v) Examined that all shares for buy-back are fully paid-up;vi) Examined resolutions passed in the meetings of the Board of Directors;vii) Examined Director’s declarations for the purpose of buy back and solvency of the Company;viii) Obtained necessary representations form the management of the Company.

Opinion10. Based on our examination as above, and the information and explanations given to us, in our opinion,

(i) the Statement of permissible capital payment towards buyback of equity shares, as stated inAnnexure A, is in our view properly determined in accordance with Section 68 of the Act; and

(ii) the Board of Directors, in their meeting held on May 14, 2021, have formed the opinion, as specifiedin clause (x) of Schedule I of the Buyback Regulations, on reasonable grounds, that the Companywill not, having regard to its state of affairs, be rendered insolvent within a period of one year fromdate of the above board meeting and we are not aware of anything to indicate that the opinionexpressed by the Directors in the declaration as to any of the matters mentioned in the declaration isunreasonable in circumstances as at the date of declaration.

Restriction on Use11. The certificate is addressed to and provided to the Board of Directors of the Company pursuant to the

requirements of the Buyback Regulations solely to enable them to include it (a) in the public announcementto be made to the Shareholders of the Company, (b) in the draft letter of offer and letter of offer to befiled with the Securities and Exchange Board of India, the stock exchanges, the Registrar of Companiesas required by the Buyback Regulations, the National Securities Depository Limited and the CentralDepository Securities (India) Limited, and the Manager to the Buyback and should not be used by anyother person or for any other purpose. Accordingly, we do not accept or assume any liability or any dutyof care for any other purpose or to any other person to whom this report is shown or into whose hands itmay come without our prior consent in writing. We have no responsibility to update this report for eventsand circumstances occurring after the date of this report.

For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number: 324982E/E300003Sd/-per Vikas PansariPartnerMembership Number: 093649UDIN: 21093649AAAABQ9025Place of Signature: MumbaiDate: May 17, 2021

Annexure AWelspun India Limited

Computation of amount of permissible capital payment towards buy back of equity shares in accordance withsection 68(2)(b)&(c) of the Companies Act, 2013 (“the Act”) based on audited standalone and consolidated financialstatements as at and for the year ended March 31, 2021:

ParticularsAmount Amount

(In Rs. Lakhs) (In Rs. Lakhs)Standalone Consolidated

Paid-up Equity Share Capital as at March 31, 2021 (A) 10,047 10,047Free Reserves as at March 31, 2021:

- Retained Earnings 264,714 279,114- General Reserve 7,114 9,314- Securities Premium Account 32,381 32,381

Total Free Reserves (B) 304,209 320,809Total (A+B) 314,256 330,856Maximum amount permissible for the buyback i.e. 25% of totalpaid-up equity capital and free reserves. 78,564 82,714Maximum amount permissible for buy back under Sec 68 ofthe Companies Act 2013 within the powers of the Board ofDirectors for the buyback- 10% of total paid-up equity capitaland free reserves.

31,426 33,086

Maximum amount permitted by the Board resolution datedMay 14, 2021 approving the buy back 20,000 20,000

In the opinion of the Board, the proposal for Buyback is in the interest of the Company and its shareholders holdingEquity Shares of the Company.None of the Directors or any Key Managerial Personnel of the Company or their respective relatives are in anyway,concerned or interested financially or otherwise, either directly or indirectly in passing of the said resolution, save andexcept to the extent of their respective interest as shareholders of the Company or to the extent of the shareholdingof the companies/institutions/trust of which they are directors or members or trustees, without any beneficial interest.By Order of the Board of DirectorsSd/-Name: Shashikant ThoratCompany SecretaryMembership no. 6505Date: May 17, 2021Place: MumbaiUNQUOTE6 PROCESS AND METHODOLOGY TO BE ADOPTED FOR THE BUYBACK PROCESS:6.1 Process:

(a) The Buyback is open to all eligible shareholders/beneficial owners of the Company, i.e., the shareholderswho on the Record Date were holding Equity Shares either in physical form (“Physical Shares”) and thebeneficial owners who on the Record Date were holding Equity Shares in the dematerialized form (“DematShares”) (such shareholders are referred as the “Eligible Shareholders”).

(b) The Buyback will be implemented by the Company through the Stock Exchange mechanism, as providedunder the Buyback Regulations and SEBI Circulars and in accordance with the procedure prescribed inthe Act and the Buyback Regulations and as may be determined by the Board (including the BuyBackCommittee authorized to complete the formalities of the Buyback) and on such terms and conditions asmay be permitted by law from time to time.

(c) For the implementation of the Buyback, the Company has appointed DAM Capital Advisors Limited(formerly IDFC Securities Limited) (“Company’s Broker”) as the registered broker through whom thepurchases and settlements on account of the Buyback would be made by the Company. The contactdetails of the Company’s Broker are as follows:

Name: DAM Capital Advisors Limited (formerly IDFC Securities Limited)One BKC, Tower C, 15th Floor, Unit No. 1511, Bandra Kurla Complex, Bandra (East), Mumbai 400 051Tel: +91 22 4202 2500, Fax: +91 22 4202 2504; Email id: [email protected] person: Rajesh TekadiwalaSEBI Registration Number: INZ000207137; CIN:U99999MH1993PLC071865

(d) The Company will request BSE to provide a separate Acquisition Window to facilitate placing of sell ordersby Eligible Shareholders who wish to tender their Equity Shares in the Buyback. The details of the platformwill be as specified by BSE from time to time. In the event the Shareholder Broker(s) of any EligibleShareholder is not registered with BSE as a trading member/stock broker, then that Eligible Shareholdercan approach any BSE registered stock broker and can register themselves by using quick unique clientcode (“UCC”) facility through the BSE registered stock broker (after submitting all details as may berequired by such BSE registered stock broker in compliance with applicable law). In case the EligibleShareholders are unable to register using UCC facility through any other BSE registered broker, EligibleShareholders may approach Company’s Broker to place their bids.

(e) At the beginning of the tendering period, the order for buying Equity Shares shall be placed by the Companythrough the Company’s Broker. During the tendering period, the order for selling the Equity shares willbe placed by the Eligible Shareholders through their respective stock brokers (“Seller Member”) duringnormal trading hours of the secondary market. In the tendering process, the Company’s Broker may alsoprocess the orders received from the Eligible Shareholders after Eligible Shareholders have completedtheir KYC requirement as required by the Company’s Broker.

(f) The Buyback from the Eligible Shareholders who are residents outside India including foreign corporatebodies (including erstwhile overseas corporate bodies), foreign portfolio investors, non-resident Indians,members of foreign nationality, if any, shall be subject to the Foreign Exchange Management Act, 1999and rules and regulations framed thereunder, if any, Income Tax Act, 1961 and rules and regulationsframed thereunder, as applicable, and also subject to the receipt/provision by such Eligible Shareholdersof such approvals, if and to the extent necessary or required from concerned authorities including, but notlimited to, approvals from the Reserve Bank of India under the Foreign Exchange Management Act, 1999and rules and regulations framed thereunder, if any.

(g) The reporting requirements for Non-Resident Shareholders under Reserve Bank of India, ForeignExchange ManagementAct, 1999, as amended and any other rules, regulations, guidelines, for remittanceof funds, shall be made by the Eligible Shareholder and/or the Seller Member through which the EquityShareholder places the bid.

(h) Modification / cancellation of orders and multiple bids from a single Eligible Shareholder will be allowedduring the tendering period of the Buyback. Multiple bids made by single Eligible Shareholder for sellingthe Equity Shares shall be clubbed and considered as “one‟ bid for the purposes of acceptance.

(i) The cumulative quantity tendered shall be made available on the website of BSE (www.bseindia.com)throughout the trading sessions and will be updated at specific intervals during the tendering period.

(j) Further, the Company will not accept Equity Shares tendered for Buyback which under restraint order ofthe court for transfer/sale and/or title in respect of which is otherwise under dispute or where loss of sharecertificates has been notified to the Company and the duplicate share certificates have not been issuedeither due to such request being under process as per the provisions of law or otherwise.

6.2 Procedure to be followed by Eligible Shareholders holding Equity Shares in the Demat Shares:(a) Eligible Shareholders who desire to tender their Demat Shares i.e. Equity Shares in the electronic /

dematerialized form under the Buyback would have to do so through their respective Seller Member bygiving the details of Equity Shares they intend to tender under the Buyback.

(b) The Seller Member would be required to place an order / bid on behalf of the Eligible Shareholders whowish to tender Equity Shares in the Buyback using the Acquisition Window of BSE. Before placing the bid,the Eligible Shareholder would be required to transfer the tendered Equity Shares to the account of theIndian Clearing Corporation Limited (the “Clearing Corporation”), by using the early pay in mechanism asprescribed by BSE or the Clearing Corporation, prior to placing the bid by the Seller Member. The detailsof the early pay-in account will be intimated in the circular to be issued in this regard by BSE.

(c) For custodian participant orders, early pay-in is mandatory prior to confirmation of the order/bid by thecustodian. The custodian shall either confirm or reject the orders not later than the closing of trading hourson the last day of the tendering period. Thereafter, all unconfirmed orders shall be deemed to be rejected.For all confirmed custodian participant orders, order modification shall revoke the custodian confirmationand the revised order shall be sent to the custodian again for confirmation.

(d) Upon placing the order, the Seller Member shall provide transaction registration slip (“TRS”) generated bythe stock exchange bidding system to the Eligible Shareholder. TRS will contain details of order submittedlike bid ID No., DP ID, Client ID, no. of Equity Shares tendered, etc.

(e) In case of non-receipt of the completed tender form and other documents, but receipt of Equity Sharesin the accounts of the Clearing Corporation and a valid bid in the exchange bidding system, the bid forBuyback shall be deemed to have been accepted.

6.3 Procedure to be followed by Eligible Shareholders holding Physical Shares:In accordance with the Frequently Asked Questions issued by SEBI, “FAQs - Tendering of physical shares inbuy-back offer/ open offer/ exit offer/delisting” dated February 20, 2020 and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020, Eligible Shareholders holding Equity Shares in physical form canparticipate in the Buyback. The procedure is as below:a. Eligible Shareholders who are holding Physical Shares and intend to participate in the Buyback will

be required to approach their Stock Broker along with the complete set of documents for verificationprocedures to be carried out before placement of the bid, including the (i) the Tender Form duly signedby all Eligible Shareholder (in case shares are in joint names, in the same order in which they hold theshares), (ii) original share certificate(s), (iii) valid share transfer form(s)/ Form SH-4 duly filled and signedby the transferors (i.e., by all registered shareholders in same order and as per the specimen signaturesregistered with the Company) and duly witnessed at the appropriate place authorizing the transfer infavor of the Company, (iii) self-attested copy of the shareholder’s PAN Card of all Eligible Shareholder(iv) any other relevant documents such as power of attorney, corporate authorization (including boardresolution/specimen signature), notarized copy of death certificate and succession certificate or probatedwill, if the original shareholder has deceased, etc., as applicable. In addition, if the address of an EligibleShareholder has undergone a change from the address registered in the Register of Members of theCompany, the shareholder would be required to submit a self-attested copy of address proof consisting ofany one of the following documents: valid Aadhaar Card, Voter Identity Card or Passport.

b. Based on these documents, the Stock Broker shall place the bid on behalf of the Eligible Shareholderholding Equity Shares in physical form who wishes to tender Equity Shares in the Buyback using theAcquisition Window of the BSE. Upon placing the bid, the Stock Broker shall provide a TRS generatedby the Stock Exchanges’ bidding system to the Eligible Shareholder. The TRS will contain the details ofthe order submitted like folio number, certificate number, distinctive number, number of Equity Sharestendered, etc.

c. The Stock Broker/Eligible Shareholder who places a bid for Equity Shares in physical form, has todeliver the original share certificate(s) and documents (as mentioned above) along with the TRS eitherby registered post or courier or hand delivery to the Registrar (at the address mentioned below or thecollection centres of the Registrar details of which will be included in the Letter of Offer) within 2 (two) days

WELSPUN INDIA LIMITEDRegistered Office: Welspun City, Village Versarmedi, Taluka Anjar, District Kutch, Gujarat-370 110, India.

Corporate Office: Welspun House, 6th Floor, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai- 400 013, Maharashtra, India.Contact Person: Shashikant Thorat, Company Secretary and Compliance Officer

Tel.: +91 22 6613 6000; Fax: +91 22 2490 8020; E-mail: [email protected]; Website: www.welspunindia.com

PUBLIC ANNOUNCEMENT

continued on next page...

FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS/BENEFICIAL OWNERS OF EQUITY SHARES OFWELSPUN INDIA LIMITED FOR BUYBACK OF EQUITY SHARES THROUGH TENDER OFFERThis Public Announcement (the “Public Announcement”) is being made pursuant to the provisions ofRegulation 7(i) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, asamended (the “Buyback Regulations”) for the time being in force including any statutory modifications andamendments from time to time and contains the disclosures as specified in Schedule II read with ScheduleI of the Buyback Regulations.OFFER FOR BUYBACK OF UP TO 1,66,66,666 EQUITY SHARES OF FACE VALUE OF RE. 1/- EACH FULLYPAID UP (“EQUITY SHARES”) AT A PRICE OF RS. 120/- (RUPEES ONE HUNDRED AND TWENTY ONLY) PEREQUITY SHARE ON A PROPORTIONATE BASIS FROM ALL THE EQUITY SHAREHOLDERS/ BENEFICIALOWNERS OF EQUITY SHARES OF THE COMPANY ON A PROPORTIONATE BASIS THROUGH THE TENDEROFFER PROCESS USING THE STOCK EXCHANGE MECHANISM.Certain figures contained in this Public Announcement, including financial information, have been subjectto rounding-off adjustments. Decimals have been rounded off to two or more decimal points. In certaininstances, (i) the sum or percentage change of such numbers may not conform exactly to the total figuregiven; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to thetotal figure given for that column or row.1 DETAILS OF THE BUYBACK OFFER AND OFFER PRICE1.1. The Board of Directors (hereinafter referred to as the “Board”, which expression includes any committee

constituted by the Board to exercise its powers, including the powers conferred by the resolution) of WelspunIndia Limited (the “Company”), at its meeting held on May 14, 2021 (“Board Meeting”) approved the proposalfor the buyback of 1,66,66,666 Equity Shares (One Crore Sixty Six Lakh Sixty Six Thousand Six HundredSixty Six Equity Shares only) at a price of Rs. 120/- (Rupees One Hundred and Twenty Only) per Equity Sharepayable in cash (“Buyback Price”) for a maximum aggregate amount up to Rs. 200.00 Crore (Rupees TwoHundred Crore only) (“Buyback Size”) (being less than 10% of the aggregate paid-up Equity Share capitaland free reserves (including securities premium account) of the Company as per latest audited standaloneand consolidated financial statements as on March 31, 2021), from the equity shareholders of the Company ason May 26, 2021 (“Record Date”) (“Eligible Shareholders”) (for further details on the Record Date, refer toparagraph 7 of this Public Announcement), on a proportionate basis through a tender offer in accordance withthe provisions of the Companies Act, 2013 (“Companies Act” or “the Act”) and, the Companies (Share Capitaland Debentures) Rules, 2014 (the “Share Capital Rules”), the Companies (Management and Administration)Rules, 2014 (the “Management Rules”) and in compliance with the Buyback Regulations (“Buyback Offer” or“Buyback”). The Buyback Size does not include any expenses incurred or to be incurred for the Buyback likefiling fees payable to the Securities and Exchange Board of India (“SEBI”), brokerage, applicable taxes (suchas income tax, buyback taxes, securities transaction tax, stamp duty and goods and service tax), advisors’fees, public announcement publication expenses, printing and dispatch expenses and other incidental andrelated expenses (“Transaction Cost”). Buyback Tax does not form part of the Buyback Offer Size and will beappropriated out of the free reserves of the Company. The Board approved the Buyback of the Equity Sharesfrom the existing shareholders / beneficial owners, on a proportionate basis (subject to the reservation forsmall shareholders), through the tender offer process pursuant to Articles of Association of the Company andin accordance with Sections 68, 69 and 70 and all other applicable provisions, if any, of the Companies Act, theShare Capital Rules, the Management Rules and the Buyback Regulations. The Buyback is subject to receipt ofany approvals of lenders, statutory, regulatory or governmental authorities as may be required under applicablelaws, including the Reserve Bank of India (RBI), the SEBI, and the stock exchanges on which the Equity Sharesof the Company are listed, namely, National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”)(hereinafter together referred to as the “Stock Exchanges”).

1.2. The Buyback would be undertaken on a proportionate basis from the Eligible Shareholders as on the RecordDate through the tender offer route, prescribed under Regulation 6 of the Buyback Regulations using the“Mechanism for acquisition of shares through Stock Exchange” notified by SEBI vide circular no. CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with circular issued in relation thereto, including circular no.CFD/DCR2/CIR/P/2016/131 dated December 09, 2016, including any further amendments thereof (“SEBICirculars”). For the purpose of this Buyback, BSE will be the designated stock exchange (the “DesignatedStock Exchange”) and the Company will request BSE to provide a separate acquisition window (“AcquisitionWindow”) to facilitate the Buyback.

1.3. The Buyback Size is Rs. 200.00 Crore (Rupees Two Hundred Crore only) representing 6.36% and 6.04% ofthe aggregate paid-up equity share capital and free reserves (including securities premium account), as perthe standalone and consolidated audited financial statements of the Company for the financial year endedMarch 31, 2021 respectively. The funds for the implementation of the proposed Buyback will be sourced outof the free reserves of the Company (retained earnings) and/or such other source as may be permitted underthe Buyback Regulations or the Act. The funds borrowed, if any, from banks and financial institutions will not beused for the Buyback. The Company shall transfer from its free reserves, a sum equal to the nominal value ofthe Equity Shares so bought back to the Capital Redemption Reserve Account and details of such transfer shallbe disclosed in its subsequent audited financial statements.

1.4. The Buyback Price has been arrived at after considering various factors including, but not limited to the trends inthe market prices of the Equity Shares on the Stock Exchanges, impact on other financial parameters and thepossible impact of Buyback on the earnings per Equity Share. The Buyback Price of Rs. 120/- per Equity Sharerepresents a premium of 28.34% and 28.27% over the closing price of the Equity Shares on the BSE and onthe NSE respectively, as on Friday, May 7, 2021, being the one day preceding the date on which the Companyintimated the Stock Exchanges of the date of the meeting of the Board wherein proposal of the Buyback wasto be considered. Further, the Buyback Price represents a premium of 56.47% and 56.43% over the averageclosing market price of the Equity Shares on BSE and on NSE, respectively, during the three months precedingMay 8, 2021, being the date on which the Company intimated the Stock Exchanges of the date of the meetingof the Board of Directors, wherein the proposal of the Buyback was to be considered.

1.5. Under the Act, the number of Equity Shares that can be bought back in any financial year cannot exceed 25%of the total equity shares of the Company in that financial year. The Company proposes to buyback up to1,66,66,666 Equity Shares representing 1.66% of the total equity shares, which is within the aforesaid 25% limit.

1.6. Participation in the Buyback by Eligible Shareholders may trigger tax on distributed income in India and suchtax is to be discharged by the Company as per the procedure laid down in the applicable provisions of theIncome Tax Act, 1961 read with any applicable rules framed thereunder. The transaction of Buyback wouldalso be chargeable to securities transaction tax in India. Participation in the Buyback by non-resident EligibleShareholders may trigger capital gains tax in the hands of such shareholders in their country of residence.In due course, Eligible Shareholders will receive a letter of offer, which will contain a more detailed note ontaxation. However, in view of the particularized nature of tax consequences, the Eligible Shareholders areadvised to consult their own legal, financial and tax advisors prior to participating in the Buyback.

1.7 A copy of this Public Announcement shall be available on the website of the Company at www.welspunindia.com,and is expected to be available on the SEBI website www.sebi.gov.in during the period of the Buyback and onthe websites of the Stock Exchanges at www.nseindia.com and www.bseindia.com respectively.

2 NECESSITY FOR BUYBACKThe Buyback is a capital allocation decision taken by the Company. Buyback is a more efficient form of returningsurplus cash to the shareholders holding Equity Shares of the Company, inter-alia, for the following reasons:i. Share buyback is the acquisition by a company of its own Equity Shares. The Buyback will help the

Company to return surplus cash to its Members holding Equity Shares broadly in proportion to theirshareholding, thereby, enhancing the overall return to the Members;

ii. The Buyback may help in improving return on equity, by reduction in the equity base, improvement inearnings per equity share, and enhanced return on invested capital which may consequentially lead toa long term increase in shareholders’ value. The Buyback will not in any manner impair the ability of theCompany to pursue growth opportunities or meet its cash requirements for business operations and forcontinued capital investment, as and when required; and

iii. The Buyback gives an option to the shareholders holding Equity Shares of the Company, who can chooseto participate and get cash in lieu of Equity Shares to be accepted under the Buyback offer or they maychoose not to participate and enjoy a resultant increase in their percentage shareholding, post theBuyback, without any additional investment.

3 DETAILS OF SHAREHOLDING, TRANSACTIONS IN THE EQUITY SHARES OF THE COMPANY ANDINTENTION OF PROMOTER AND PROMOTER GROUP TO PARTICIPATE IN THE BUYBACK

A. DETAILS OF SHAREHOLDING, TRANSACTIONS IN THE EQUITY SHARES OF THE COMPANY3.1 The aggregate shareholding of the Promoter and Promoter Group and of the directors of the Promoters and

Promoter Group, where such member is a company and of persons who are in control of the Company, as onSaturday, May 8, 2021, i.e. the date of the notice of board meeting for Buyback is as follows:The aggregate shareholding of the Promoters and Promoter Group:

Sr.No. Name of Shareholder No. of Equity

Shares heldPercentage (%)Shareholding

1. Radhika Balkrishan Goenka 2,008,600 0.19992. Dipali B. Goenka 750,400 0.07473 Balkrishan Gopiram Goenka 490,660 0.04884 B. K. Goenka (HUF) (Through its Karta Balkrishan Gopiram Goenka) 193,320 0.01925 Rajesh R. Mandawewala 1,030 0.00016 Balkrishan Gopiram Goenka (Trustee of Welspun Group Master

Trust) 694,465,432 69.11997 Aryabhat Vyapar Private Limited 5,424,020 0.5399

TOTAL 703,333,462 70.00263.2 The aggregate shareholding of the directors of companies, Trustees of the Trust, which are part of the Promoters

and Promoter Group as on Saturday, May 8, 2021:

Sr.No. Name of Director

No. of Equity Sharesheld in WelspunIndia Limited *

Capacity% Shareholding of ShareCapital of Welspun India

LimitedAryabhat Vyapar Private Limited

1. Devendra Patil 5,010 Individual 0.002. L.T. Hotwani 32,000 Individual 0.00

Welspun Group Master Trust1. Dipali B. Goenka 750,400 Individual 0.072. Balkrishan Gopiram Goenka 490,660 Individual 0.053. Balkrishan Gopiram Goenka 193,320 As Karta of HUF 0.024. Rajesh R. Mandawewala 1,030 Individual 0.00

*Held in their personal capacity and/or Karta of HUF, as applicable3.3 Details of shareholding of the Directors and Key Managerial Personnel of the Company as on Saturday, May 8,

2021:

Sr.No. Name of Director/Key Managerial Personnel No. of Equity Shares held* Percentage (%)1. Dipali B. Goenka, CEO & Joint Managing Director 750,400 0.07472. Balkrishan Gopiram Goenka, Chairman 683,980 0.06813. Rajesh R. Mandawewala, Managing Director 1,030 0.00014. Arvind Singhal, Independent Director 50,000 0.00045. Shashikant Thorat, Company Secretary 10 0.0000

TOTAL 1,485,330 0.1478*Held in their personal capacity and/or Karta of HUF, as applicable

3.4 Except as disclosed below, no Equity Shares of the Company have been purchased/sold by any of thePromoters and the Promoter Group of the Company, directors of the Promoters and Promoter Group, andpersons who are in control of the Company as on the date of the Board Meeting, during the period from six

Mumbai

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of closure of the Tendering Period. The envelope should be super-scribed as “WIL Buyback Offer 2021”.One copy of the TRS will be retained by the Registrar and it will provide acknowledgement of the same tothe Stock Broker/Eligible Shareholder.

d. Eligible Shareholder holding Physical Shares should note that Physical Shares will not be accepted unlessthe complete set of documents are submitted. Acceptance of the Physical Shares for the Buyback shallbe subject to verification as per the Buyback Regulations and any further directions issued in this regard.The Registrar will verify such bids based on the documents submitted on a daily basis and till such timethe Stock Exchanges shall display such bids as ‘unconfirmed physical bids’. Once the Registrar confirmsthe bids, it will be treated as ‘confirmed bids’.

e. In case any Eligible Shareholder has submitted Equity Shares in physical form for dematerialisation,such Eligible Shareholder should ensure that the process of getting the Equity Shares dematerialisedis completed well in time so that they can participate in the Buyback before the closure of the tenderingperiod of the Buyback.

6.4 METHOD OF SETTLEMENTUpon finalization of the basis of acceptance as per Buyback Regulations:(a) The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary

market.(b) The Company will pay the consideration to the Company’s Broker who will transfer the funds pertaining to

the Buyback to the Clearing Corporation’s bank accounts as per the prescribed schedule. The settlementof fund obligation for Demat Shares shall be affected as per the SEBI circulars and as prescribed byBSE and Clearing Corporation from time to time. For Demat Shares accepted under the Buyback, suchbeneficial owners will receive funds payout in their bank account as provided by the depository systemdirectly to the Clearing Corporation and in case of Physical Shares, the Clearing Corporation will releasethe funds to the Seller Member(s) as per secondary market payout mechanism. If such shareholder’sbank account details are not available or if the funds transfer instruction is rejected by the Reserve Bankof India (“RBI”)/ bank(s), due to any reasons, then the amount payable to the concerned shareholders willbe transferred to the Shareholder Broker for onward transfer to such shareholders.

(c) In case of Eligible Shareholder where there are specific RBI and other regulatory requirements pertainingto funds pay-out, which do not opt to settle through custodians, the funds pay-out would be given to theirrespective Seller Members settlement bank account for onward transfer to the Eligible Shareholders. Forthis purpose, the client type details would be collected from the Registrar to the Buyback.

(d) The Demat Shares bought back would be transferred directly to the demat account of the Companyopened for Buyback (“Special Demat Account”) provided it is indicated by the Company’s Broker or itwill be transferred by the Company’s Broker to the Special Demat Account on receipt of the Equity Sharesfrom the Clearing Corporation.

(e) Excess Equity Shares or unaccepted Equity Shares, if any, tendered by the Eligible Shareholders would betransferred by the Clearing Corporation directly to the respective Eligible Shareholder’s DP account. If thesecurities transfer instruction is rejected in the Depository system, due to any issue then such securitieswill be transferred to the Seller Member’s depository pool account for onward transfer to the respectiveEligible Shareholder. Any excess Physical Shares pursuant to proportionate acceptance/rejection will bereturned back to the Eligible Shareholder directly by the Registrar. The Company is authorized to split theshare certificate and issue a new consolidated share certificate for the unaccepted Equity Shares, in casethe Equity Shares accepted by the Company are less than the Equity Shares tendered in the Buyback byEquity Shareholders holding Equity Shares in the physical form.

(f) Eligible Shareholders tendering Equity Shares will have to ensure that they keep the depository participant(“DP”) account active and unblocked to receive credit in case of return of Equity Shares, due to rejectionor due to non-acceptance of shares under the Buyback.

(g) Eligible Shareholders who intend to participate in the Buyback should consult their respective ShareholderBroker for payment to them of any cost, charges and expenses (including brokerage) that may be leviedby the Shareholder Broker upon the selling Shareholders for tendering Equity Shares in the Buyback(secondary market transaction). The Company and the Manager to the Buyback accept no responsibilityto bear or pay such additional cost, charges and expenses (including brokerage) incurred solely by theselling shareholders.

(h) In case of certain shareholders viz., NRIs, non-residents etc. (where there are specific regulatoryrequirements pertaining to funds payout including those prescribed by the RBI) who do not opt to settlethrough custodians, the funds payout would be given to their respective Shareholder Broker’s settlementaccounts for releasing the same to such shareholder’s account.

(i) Company’s Broker would issue a contract note to the Company for the Equity Shares accepted under theBuyback. The Seller Member would issue a contract note to their respective Eligible Shareholders for theEquity Shares accepted under the Buyback.

6.5 Eligible Shareholders who intend to participate in the Buyback should consult their respective Seller Memberfor any cost, applicable taxes, charges and expenses (including brokerage) etc., that may be levied by theSeller Member upon the Eligible Shareholders for tendering Equity Shares in the Buyback (secondary markettransaction). The Buyback consideration received by the Eligible Shareholder, in respect of accepted EquityShares, could be net of such costs, applicable taxes, charges and expenses (including brokerage) and theCompany, Manager to the Buyback and Registrar to the Buyback accept no responsibility to bear or pay suchadditional cost, charges and expenses (including brokerage) incurred solely by the Eligible Shareholder.

6.6 The Equity Shares bought back will be extinguished in the manner and following the procedure as prescribed inthe Buyback Regulations.

7. RECORD DATE AND SHAREHOLDER’S ENTITLEMENT7.1 As required under the Buyback Regulations, the Company has fixed the Record Date as May 26, 2021 for the

purpose of determining the entitlement and the names of the shareholders, who will be eligible to participate inthe Buyback i.e. the Eligible Shareholders.

7.2 The Equity Shares to be bought back as a part of this Buyback are divided into two categories:1. Reserved category for small Shareholders (“Reserved Category”); and2. General category for all other Shareholders (“General Category”).

7.3 As defined in Regulation 2(i)(n) of the Buyback Regulations, a ‘small shareholder’ means a shareholder ofa company, who holds shares or other specified securities whose market value, on the basis of closing priceof shares or other specified securities, on the recognized stock exchange in which highest trading volume inrespect of such security is recorded, as on record date is not more than Rs. 2,00,000/- (Rupees Two lakhs Only).

7.4 In accordance with the proviso to Regulation 6 of the Buyback Regulations, 15% (Fifteen per cent) of thenumber of Equity Shares which the Company proposes to Buyback, or number of Equity Shares entitled as pershareholding of small shareholders, whichever is higher, shall be reserved for the small shareholders as part ofthis Buyback.

7.5 On the basis of shareholding as on the Record Date, the Company will determine the entitlement of each EligibleShareholder to tender their Equity Shares in the Buyback. This entitlement for each Eligible Shareholder will becalculated based on the number of Equity Shares held by the respective Eligible Shareholder as on the RecordDate and the ratio of Buyback applicable in the category to which such Eligible Shareholder belongs. The finalnumber of Equity Shares that the Company will purchase from each Eligible Shareholder will be based onthe total number of Equity Shares tendered by such Eligible Shareholder. Accordingly, the Company may notpurchase all of the Equity Shares tendered by an Eligible Shareholder.

7.6 In accordance with the Buyback Regulations, in order to ensure that the same Eligible Shareholder with multipledemat accounts/ folios do not receive a higher entitlement under the small shareholder category, the EquityShares held by such Eligible Shareholder with a common Permanent Account Number (“PAN”) shall be clubbedtogether for determining the category (small shareholder or General) and entitlement under the Buyback.In case of joint shareholding, the Equity Shares held in cases where the sequence of the PANs of the jointshareholders is identical shall be clubbed together. In case of Eligible Shareholders holding physical shares,where the sequence of PANs is identical and where the PANs of all joint shareholders are not available, theRegistrar will check the sequence of the names of the joint holders and club together the Equity Shares held insuch cases where the sequence of the PANs and name of joint shareholders are identical. The shareholdingof institutional investors like mutual funds, insurance companies, foreign institutional investors/ foreign portfolioinvestors etc. with common PAN are not proposed to be clubbed together for determining their entitlementand will be considered separately, where these Equity Shares are held for different schemes/ sub-accountsand have a different demat account nomenclature based on information prepared by the Registrar as per theshareholder records received from the depositories. Further, the Equity Shares held under the category of“clearing members” or “corporate body margin account” or “corporate body – broker” as per the beneficialposition data as on Record Date with common PAN are not proposed to be clubbed together for determiningtheir entitlement and will be considered separately, where these Equity Shares are assumed to be held on behalfof clients.

7.7 Shareholders’ participation in the Buyback will be voluntary. Eligible Shareholder can choose to participateand get cash in lieu of shares to be accepted under the Buyback or they may choose not to participate andenjoy a resultant increase in their percentage shareholding post Buyback, without additional investment.Eligible Shareholders may also tender a part of their entitlement. Eligible Shareholders also have the optionof tendering additional shares (over and above their entitlement) and participate in the shortfall created due tonon-participation of some other Shareholders, if any.

7.8 The maximum tender under the Buyback by any Eligible Shareholder of the Company cannot exceed thenumber of Equity Shares held by such Eligible Shareholder of the Company as on the Record Date. In case theEligible Shareholder holds Equity Shares through multiple demat accounts, the tender through a demat accountcannot exceed the number of Equity Shares held in that demat account.

7.9 The Equity Shares tendered as per the entitlement by the Eligible Shareholder as well as additional EquityShares tendered, if any, will be accepted as per the procedure laid down in Buyback Regulations. The settlementof tenders under the Buyback will be done using the “Mechanisms for acquisition of shares through StockExchange” notified by SEBI Circulars. If the Buyback entitlement for any Eligible Shareholder is not a roundnumber (i.e. not a multiple of 1 Equity Share), then the fractional entitlement shall be ignored for computation ofentitlement to tender Equity Shares in the Buyback. The Small Shareholders whose entitlement would be lessthan 1 Equity Share may tender additional Equity Shares as part of the Buyback and will be given preference inthe acceptance of one Equity Share, if such Small Shareholders have tendered for additional Equity Shares.

7.10 Detailed instructions for participation in the Buyback (tendering of Equity Shares in the Buyback) as well asthe relevant time table will be included in the Letter of Offer which will be sent in due course to the EligibleShareholders. Eligible Shareholders which have registered their email ids with the depositories / the Company,shall be dispatched the Letter of Offer through electronic means. If Eligible Shareholders wish to obtain aphysical copy of the Letter of Offer, they may send a request to the Company or Registrar at the addressmentioned at para 8 or 9 below.

Eligible Shareholders which have not registered their email ids with the depositories / the Company, shall bedispatched the Letter of Offer through physical mode.

8. COMPLIANCE OFFICERThe Company has designated the following as the Compliance Officer for the Buyback:Name Shashikant ThoratDesignation Company SecretaryAddress Welspun House, 6th Floor, Kamala City, Senapati Bapat Marg, Lower Parel (West),

Mumbai - 400 013, Maharashtra, India.Tel. +91 22 6613 6000Email id [email protected]

In case of any clarifications or to address investor grievance, the Shareholders may contact the CompanySecretary on any working day (except Saturday, Sunday and Public Holidays) between 2:00 p.m. and 4:00p.m.

9. INVESTOR SERVICE CENTRE AND REGISTRAR TO THE BUYBACKThe Company has appointed the following as the Registrar to the Buyback:

Link Intime India Private LimitedAddress: C-101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083, Maharashtra, India

Contact Person: Mr. Sumeet Deshpande

Phone: +91 22 4918 6200Fax: +91 22 4918 6195Email: [email protected] Grievance Email: [email protected]: www.linkintime.co.inSEBI Registration: INR000004058Validity Period: PermanentCIN: U67190MH1999PTC118368In case of any query, the Shareholders may contact the Registrar, from Monday to Friday between 10 am to 5pm on all working days except public holidays at the above mentioned address.

10. MANAGER TO THE BUYBACKThe Company has appointed the following as Manager to the Buyback:

DAM Capital Advisors Limited(formerly IDFC Securities Limited)One BKC, Tower C, 15th Floor, Unit No. 1511, Bandra Kurla Complex, Bandra (East), Mumbai 400 051Tel: +91 22 4202 2500Fax: +91 22 4202 2504E-mail: [email protected]: www.damcapital.inContact Person: Chandresh SharmaSEBI Registration Number: MB/INM000011336Validity Period:PermanentCIN:U99999MH1993PLC071865

11. DIRECTORS’ RESPONSIBILITY STATEMENTIn terms of Regulation 24(i)(a) of the Buyback Regulations, the Board of Directors of the Company acceptsresponsibility for all the information contained in this Public Announcement and confirms that such documentcontains true, factual and material information and does not contain any misleading information.For and on behalf of the Board of Directors of Welspun India Limited

Sd/- Sd/- Sd/-Mr. Rajesh Mandawewala

Managing DirectorDIN: 00007179

Ms. Dipali GoenkaCEO & Joint Managing Director

DIN: 00007199

Mr. Shashikant ThoratCompany Secretary

Membership No. FCS-6505

Date: May 17, 2021Place: Mumbai

...continued from previous page

Registered Address: 11th Floor, Tower A, Peninsulaa Business Park,Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400013.Branch Address: Office No. 407 Golden Icon, Near Bird circle, Racecource,Baroda 390007

E-Auction Sale Notice for Sale of Immovable Assets under the Securitisation andReconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 read with

proviso to Rule 8(6) of the Security Interest (Enforcement) Rules, 2002Loan Account No: 9911287

Notice is hereby given to the public in general and in particular to the below Borrower/ Co-Borrower that the below described immovable property mortgaged to Tata Capital HousingFinance Ltd. (Secured Creditor), the Physical Possession of which has been taken by theAuthorised Officer of Tata Capital Housing Finance Ltd. (Secured Creditor), will be sold on04.06.2021 “As is where is” & “As is what is” and “Whatever there is” for recovery of total sum ofRs. 10,11,611/- (Rupees Ten Lakh Eleven Thousand Six Hundred Eleven Only) as on14.06.2019 from Mr. MOHMMADSAJID GULAMMAYUDIN SHAIKH, as (Borrower), Mrs.RUKSANA MOHMMADSAJID SHAIKH, as the (Co-Borrowers). The Reserve Price and theEarnest Money Deposit is mentioned below. Whereas the sale of secured asset (as describedbelow) is to be made to recover the secured debt and whereas there was a due of a sum of Rs.10,11,611/- (Rupees Ten Lakh Eleven Thousand Six Hundred Eleven Only) including all costs,interest etc. as on 14.06.2019. Notice is hereby given that, in the absence of any postponement/discontinuance of the sale, the said secured asset / property shall be sold by E- Auction at 2 P.M.on the said 04.06.2021 at Office No. 407 Golden Icon, Near Bird circle, Racecource, Baroda390007. The sealed envelope containing Demand Draft for participating in E- Auction shall besubmitted to the Authorized Officer of the TATACAPITAL HOUSING FINANCE LTD on or before03.06.2021 till 5 PM. The sale of theSecuredAsset/ propertywill be on “as iswhere condition is”

SALE NOTICE FOR SALE OF IMMOVABLE PROPERTY

(Under Rule 8(6) of the Security Interest (Enforcement) Rules 2002)

Description of Secured Asset

Detailed address of the property financedwith area:Schedule –A

Immovable Property Being Plot No. A-13, Chistiya Residency, Karamdi, Taluka Karjan DstVadodaraAdmAbout PlotArea 86.673 Sq. Mtrs.And Construction There Upon and ProportionateShare in Land for Common RoadAdm 50.074 Sq, Mtrs.And Proportionate Share in Common PlotAreaAdm 15.367 Sq. Mtrs. Situated on the Plot No.A-1 ToA-6. Plot No. C-1 To C-7, Plot No. C-27To C-31, Plot No. D-32 To D-36And Plot No.A-12AndA-13, Plot No. B-14And B-15, Plot No. B-25And B-26 And Plot No. A-27 To A-30 Adm Plot Area 2395.735 Sq. Mtrs. And Common Plot AreaAdm 424.734 Sq. Mtrs. And Common RoadAreaAdm 1384.061 Sq. Mtrs. Total Adm 4204.53 Sq.Mtrs.All SituatedOn Land Bearing Block No. 690 (Old RSNo. 408/1) In the VillageMoje Karamdi,Taluka Karjan Dist Vadodara. Bounded as follows:- East by : 7.50 Mt. Society Road, West by :Plot No.C-3&C-4,North by : Plot No.A-12, South by : Plot No. B-14

Reserve Price(Rs)

Rs.15,76,305/-

Earnest Money(Rs)

Rs.1,57,631/-

At theAuction, the public generally is invited to submit their bid(s) personallyThe description of the Secured asset/ property that will be put up for sale is as per above Schedule.The E auction will be stopped if, amount due as aforesaid, with interest and costs (including thecost of the sale) are tendered to the 'Authorized Officer' or proof is given to his satisfaction that theamount of such secured debt, interest and costs has been paid before the date of the auction.No officer or other person, having any duty to perform in connection with this sale shall, however,directly or indirectly bid for, acquire or attempt to acquire any interest in the property sold.The sale shall be subject to the conditions prescribed in the Security Interest (Enforcement) Rules,2002 and to the following further conditions: The E-auction will take place throughhttps://sarfaesi.auctiontiger.net on 04.06.2021 between 2.00 PM to 3.00 PM with limitedextension of 10minutes each.Terms andCondition: 1.The particulars specified in the Schedule herein below have been statedto the best of the information of the undersigned, but the undersigned shall not be answerable forany error, misstatement or omission in this proclamation. In the event of any dispute arising as tothe amount bid, or as to the bidder, the lot shall at once again be put up to auction subject to thediscretion of Secured Creditor. 2. The property shall not be sold below the Reserve Price. 3. BidIncrement Amount will be: Rs.10,000/- ( Ten Thousand Only) 4. All the Bids submitted for thepurchase of the property shall be accompanied by EarnestMoney asmentioned above byway of aDemand Draft favoring the “TATA CAPITAL HOUSING FINANCE LTD.” payable Surat Address:OfficeNo. 407Golden Icon, Near Bird circle, Racecource, Baroda 390007.TheDemandDrafts willbe returned to the unsuccessful bidders after auction. 5. The highest bidder shall be declared assuccessful bidder provided always that he/she is legally qualified to bid and provided further thatthe bid amount is not less than the reserve price. It shall be in the discretion of the 'AuthorizedOfficer' to decline acceptance of the highest bid when the price offered appears so clearlyinadequate as to make it inadvisable to do so. 6. For reasons recorded, it shall be in the discretionof the 'Authorized Officer' to adjourn/discontinue the sale. 7. Inspection of the property can bedone on 28.05.2021 between 11 AM to 5.00 PM. 8. The person declared as a successful biddershall, immediately after such declaration, deposit twenty-five per cent of the amount of purchasemoney/bid which would include EMD amount to the 'Authorized Officer' within 24Hrs and indefault of such deposit, the property shall forthwith be put to fresh auction/Sale by private treaty. 9.In case the initial deposit is made as above, the balance amount of the purchase money payableshall be paid by the purchaser to the 'Authorized Officer' on or before the 15th day from the date ofconfirmation of the sale of the property, exclusive of such day, or if the 15th day be a Sunday orother holiday, then on the first office day after the 15th day. 10. In the event of default of anypayment within the period mentioned above, the property shall be put to fresh auction/Sale byprivate treaty. The deposit including EMD shall stand forfeited by TATA CAPITAL HOUSINGFINANCE LTD and the defaulting purchaser shall lose all claims to the property. 11. Details of anyencumbrances, known to the TATA CAPITAL HOUSING FINANCE LTD, to which the property isliable: Nil. Claims, if any, which have been put forward to the property and any other knownparticulars bearing on its nature and value: Nil 12. For any other details or for procedure onlinetraining on e-auction the prospective bidders may contact the Service Provider, M/s e-Procurement Technologies Limited (Auctiontiger), Address: B-704, Wall Street - II, Opp. OrientClub, Nr. Gujarat College, Ellis Bridge,Ahmedabad - 380006Gujarat (India) Mob. : 9265562821 &Phone : 079 61200 594 / 598 / 559/ 587 / 554 Email ID: [email protected] or Arijit Bhatt,Email [email protected] No 9029073280. Please send yourquery onWhatsApp Number – 9029073280. 13.Please refer to the below link provided in securedcreditor's website https://bit.ly/3txr0Zt for the above details.Please Note - TCHFL has not engaged any broker/agent apart from the mentioned auctioningpartner for sale/auction of this property. Interested parties should only contact the undersigned ortheAuthorised officer for all queries and enquiry in thismatter.

TATA CAPITAL HOUSING FINANCE LTD.

Place: - BarodaDate : - 18.05.2021

Sd/- Mr. Arijit BhattAuthorized Officer

Tata Capital Housing Finance Ltd.

Mumbai

Page 4: WIL/SEC/2021 May 18, 2021 - Welspun India

10 ªf³fÀfØff, 18 ¸fBÊX, 2021

months preceding the date of the Board Meeting at which the Buyback was proposed and from the date of theBoard Meeting till the date of the Public Announcement.Mr. Arvind Singhal, an Independent Director has undertaken the following transaction:Aggregate numberof Equity Sharespurchased or sold

Nature ofTransaction

Maximum Price(Rs.)

Date ofMaximum Price

Minimum Price(Rs.)

Date ofMinimum Price

50,000 Purchase 74.85 March 9, 2021 74.84 March 9, 2021B. INTENTION OF PROMOTER AND PROMOTER GROUP TO PARTICIPATE IN THE BUYBACK3.5 In terms of the Buyback Regulations, under the Tender Offer route, the Promoters and Promoter Group have the

option to participate in the Buyback. In this regard, following Promoters and Promoter Group have expressedtheir intention to participate in the Buyback and offer up to an aggregate maximum of 8,170,000 Equity Sharesas detailed below or any such lower number of shares in accordance with the Buyback Regulations:

Sr.No. Name of Shareholder No. of Equity

Shares heldMaximum number of Equity

Shares intended to tender1. Balkrishan Gopiram Goenka, Trustee of

Welspun Group Master Trust 694,465,432 8,170,000TOTAL 694,465,432 8,170,000

3.6 Details of the date and price of acquisition of the Equity Shares that the Promoters and Promoter Group of theCompany intend to tender are set out below:Name of Promoter – Welspun Group Master TrustDate ofTransaction

No. ofEquity

Shares

NominalValue per

share(Re.)

Price PerShare

(Rs.)

Acquisition/Sale

Consideration*(Rs.)

Nature of Transaction/Consideration

26-Feb-2018 93,990 1 63.40 5,958,966 Acquired vide inter se transfer21-May-2019 679,078,913 1 0.37 25,05,00,000 Acquired vide Scheme of

AmalgamationIssued pursuant to merger ofPrasert Multiventure PrivateLimited (which was 100% heldby Welspun Group Master Trust)with Welspun India Limited videNCLT Order dated 21st May2019

13_Mar-2020 937,999 1 32.28 30,277,622 Open Market15-Mar-2020 1,062,001 1 32.06 34,044,669 Open Market17-Mar-2020 2,130,000 1 27.77 59,156,267 Open Market28-Jul-2020 3,501,254 1 39.01 136,591,373 Open Market29-Jul-2020 1,650,000 1 39.58 65,304,176 Open Market5-Aug-2020 2,500,000 1 44.94 112,340,722 Open Market6-Aug-2020 2,011,275 1 44.89 90,277,520 Open Market10-Aug-2020 1,500,000 1 43.86 65,791,930 Open MarketTotal 694,465,432Maximum number of Equity Shares intended to be tendered: 81,70,000

* (Cost of acquisition as per books of accounts of Welspun Group Master Trust)

3.7 The Company confirms that there are no defaults subsisting in the repayment of deposit or interest paymentthereon, redemption of debentures or interest payment thereon or redemption of preference shares, orrepayment of any term loans or interest payable thereon to any financial institution or banking company.

4. CONFIRMATIONS FROM THE BOARDAs required by clause (x) of Schedule I of the Buyback Regulations, the Board of Directors of the Companyhas confirmed that it has made a full enquiry into the affairs and prospects of the Company and has formed theopinion:

I. That immediately following the date of Board Meeting held, there will be no grounds on which the Company canbe found unable to pay its debts.

II. That as regards the Company’s prospects for the year immediately following the Board Meeting, and havingregard to the Board’s intentions with respect to the management of the Company’s business during that yearand to the amount and character of the financial resources, which will, in the Board’s view, be available to theCompany during that year, the Company will be able to meet its liabilities as and when they fall due and will notbe rendered insolvent within a period of one year from the date of the Board Meeting approving the Buyback ispassed; and

III. In forming its opinion aforesaid, the Board has taken into account the liabilities as if the Company were beingwound up under the provisions of the Act and the Insolvency and Bankruptcy Code, 2016 (including prospectiveand contingent liabilities).

5. REPORT ADDRESSED TO THE BOARD OF DIRECTORS BY THE COMPANY’S AUDITOR ONPERMISSIBLE CAPITAL PAYMENT AND OPINION FORMED BY DIRECTORS REGARDING INSOLVENCY.The text of the report dated May 17, 2021, from the Statutory Auditors of the Company, addressed to the Boardis reproduced below:QuoteIndependent Auditor’s Report on buy back of shares pursuant to the requirement of Clause (xi) ofSchedule I to the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, asamendedThe Board of DirectorsWelspun India Limited6th Floor, Kamala Mills Compound,Senapati Bapat Marg, Lower Parel,Mumbai 400 013.1. This Report is issued in accordance with the terms of our service scope letter dated May 17, 2021 and

master engagement agreement October 27, 2017 as amended on October 11, 2018, December 24, 2019and December 4, 2020 with Welspun India Limited (hereinafter the “Company”).

2. In connection with the proposal of Welspun India Limited (the “Company”) to buy back its equity shares inpursuance of the provisions of Section 68, 69 and 70 of the Companies Act, 2013, as amended (“the Act”)and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended (the“Buyback Regulations”), and in terms of the resolution passed by the Board of directors of the Companyin their meeting held on May 14, 2021, we have been engaged by the Company to perform a reasonableassurance engagement on the Statement of determination of the amount permissible capital payment (the“Statement”), which we have initialed for identification purposes only.Board of Directors Responsibility for the Statement

3. The preparation of the Statement of determination of the amount permissible capital payment for thebuyback is the responsibility of the Board of Directors of the Company, including the preparation andmaintenance of all accounting and other relevant supporting records and documents. This responsibilityincludes the design, implementation and maintenance of internal control relevant to the preparation andpresentation of the Statement and applying an appropriate basis of preparation; and making estimates thatare reasonable in the circumstances.

4. The Board of Directors are responsible to make a full inquiry into the affairs and prospectus of theCompany and to form an opinion that the Company will not be rendered insolvent within a period of oneyear from the date of meeting.

Auditor’s Responsibility5. Pursuant to the requirements of the Buyback Regulations, it is our responsibility to provide reasonable

assurance on the following “Reporting Criteria”:(i) Whether the amount of capital payment for the buy back is within the permissible limit and computed

in accordance with the provisions of Section 68 of the Act;(ii) Whether the Board of Directors has formed the opinion, as specified in Clause (X) of Schedule I to

the Buyback Regulations, on a reasonable grounds that the Company having regard to its state ofaffairs will not be rendered insolvent within a period of one year from the date of meeting;

(iii) Whether we are aware of anything to indicate that the opinion expressed by the Directors in thedeclaration as to any of the matters mentioned in the declaration is unreasonable in circumstancesas at the date of declaration.

6. The standalone and consolidated financial statements for the year ended March 31, 2021, have beenaudited by us, on which we issued an unmodified audit opinion vide our report(s) dated May 14, 2021respectively. Our audits of these financial statements were conducted in accordance with the Standardson Auditing, as specified under Section 143(10) of the Companies Act, 2013 and other applicableauthoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement.

7. We conducted our examination of the Statement in accordance with the Guidance Note on Reports orCertificates for Special Purposes issued by the Institute of Chartered Accountants of India. The GuidanceNote requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute ofChartered Accountants of India.

8. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and OtherAssurance and Related Services Engagements.

9. A reasonable assurance engagement involves performing procedures to obtain sufficient appropriateevidence on the Reporting criteria mention in paragraph 5 above. The procedures selected depend on theauditor’s judgement, including the assessment of the risks associated with the Reporting Criteria. We haveperformed the following procedures in relation to the Statement:i) We have inquired into the state of affairs of the Company in relation to its audited standalone and

consolidated financial statements for the year ended March 31, 2021;ii) Examined authorization for buyback from the Articles of Association of the Company;iii) Examined that the amount of capital payment for the buy-back as detailed in Annexure A is within

permissible limit computed in accordance with section 68(2)(c) of the Act;iv) Examined that the ratio of debt owned by the Company, if any, is not more than twice the capital and

its free reserve after such buy-back on a standalone as well as consolidated basis for the year endedMarch 31, 2021;

v) Examined that all shares for buy-back are fully paid-up;vi) Examined resolutions passed in the meetings of the Board of Directors;vii) Examined Director’s declarations for the purpose of buy back and solvency of the Company;viii) Obtained necessary representations form the management of the Company.

Opinion10. Based on our examination as above, and the information and explanations given to us, in our opinion,

(i) the Statement of permissible capital payment towards buyback of equity shares, as stated inAnnexure A, is in our view properly determined in accordance with Section 68 of the Act; and

(ii) the Board of Directors, in their meeting held on May 14, 2021, have formed the opinion, as specifiedin clause (x) of Schedule I of the Buyback Regulations, on reasonable grounds, that the Companywill not, having regard to its state of affairs, be rendered insolvent within a period of one year fromdate of the above board meeting and we are not aware of anything to indicate that the opinionexpressed by the Directors in the declaration as to any of the matters mentioned in the declaration isunreasonable in circumstances as at the date of declaration.

Restriction on Use11. The certificate is addressed to and provided to the Board of Directors of the Company pursuant to the

requirements of the Buyback Regulations solely to enable them to include it (a) in the public announcementto be made to the Shareholders of the Company, (b) in the draft letter of offer and letter of offer to befiled with the Securities and Exchange Board of India, the stock exchanges, the Registrar of Companiesas required by the Buyback Regulations, the National Securities Depository Limited and the CentralDepository Securities (India) Limited, and the Manager to the Buyback and should not be used by anyother person or for any other purpose. Accordingly, we do not accept or assume any liability or any dutyof care for any other purpose or to any other person to whom this report is shown or into whose hands itmay come without our prior consent in writing. We have no responsibility to update this report for eventsand circumstances occurring after the date of this report.

For S R B C & CO LLPChartered AccountantsICAI Firm Registration Number: 324982E/E300003Sd/-per Vikas PansariPartnerMembership Number: 093649UDIN: 21093649AAAABQ9025Place of Signature: MumbaiDate: May 17, 2021

Annexure AWelspun India Limited

Computation of amount of permissible capital payment towards buy back of equity shares in accordance withsection 68(2)(b)&(c) of the Companies Act, 2013 (“the Act”) based on audited standalone and consolidated financialstatements as at and for the year ended March 31, 2021:

ParticularsAmount Amount

(In Rs. Lakhs) (In Rs. Lakhs)Standalone Consolidated

Paid-up Equity Share Capital as at March 31, 2021 (A) 10,047 10,047Free Reserves as at March 31, 2021:

- Retained Earnings 264,714 279,114- General Reserve 7,114 9,314- Securities Premium Account 32,381 32,381

Total Free Reserves (B) 304,209 320,809Total (A+B) 314,256 330,856Maximum amount permissible for the buyback i.e. 25% of totalpaid-up equity capital and free reserves. 78,564 82,714Maximum amount permissible for buy back under Sec 68 ofthe Companies Act 2013 within the powers of the Board ofDirectors for the buyback- 10% of total paid-up equity capitaland free reserves.

31,426 33,086

Maximum amount permitted by the Board resolution datedMay 14, 2021 approving the buy back 20,000 20,000

In the opinion of the Board, the proposal for Buyback is in the interest of the Company and its shareholders holdingEquity Shares of the Company.None of the Directors or any Key Managerial Personnel of the Company or their respective relatives are in anyway,concerned or interested financially or otherwise, either directly or indirectly in passing of the said resolution, save andexcept to the extent of their respective interest as shareholders of the Company or to the extent of the shareholdingof the companies/institutions/trust of which they are directors or members or trustees, without any beneficial interest.By Order of the Board of DirectorsSd/-Name: Shashikant ThoratCompany SecretaryMembership no. 6505Date: May 17, 2021Place: MumbaiUNQUOTE6 PROCESS AND METHODOLOGY TO BE ADOPTED FOR THE BUYBACK PROCESS:6.1 Process:

(a) The Buyback is open to all eligible shareholders/beneficial owners of the Company, i.e., the shareholderswho on the Record Date were holding Equity Shares either in physical form (“Physical Shares”) and thebeneficial owners who on the Record Date were holding Equity Shares in the dematerialized form (“DematShares”) (such shareholders are referred as the “Eligible Shareholders”).

(b) The Buyback will be implemented by the Company through the Stock Exchange mechanism, as providedunder the Buyback Regulations and SEBI Circulars and in accordance with the procedure prescribed inthe Act and the Buyback Regulations and as may be determined by the Board (including the BuyBackCommittee authorized to complete the formalities of the Buyback) and on such terms and conditions asmay be permitted by law from time to time.

(c) For the implementation of the Buyback, the Company has appointed DAM Capital Advisors Limited(formerly IDFC Securities Limited) (“Company’s Broker”) as the registered broker through whom thepurchases and settlements on account of the Buyback would be made by the Company. The contactdetails of the Company’s Broker are as follows:

Name: DAM Capital Advisors Limited (formerly IDFC Securities Limited)One BKC, Tower C, 15th Floor, Unit No. 1511, Bandra Kurla Complex, Bandra (East), Mumbai 400 051Tel: +91 22 4202 2500, Fax: +91 22 4202 2504; Email id: [email protected] person: Rajesh TekadiwalaSEBI Registration Number: INZ000207137; CIN: U99999MH1993PLC071865

(d) The Company will request BSE to provide a separate Acquisition Window to facilitate placing of sell ordersby Eligible Shareholders who wish to tender their Equity Shares in the Buyback. The details of the platformwill be as specified by BSE from time to time. In the event the Shareholder Broker(s) of any EligibleShareholder is not registered with BSE as a trading member/stock broker, then that Eligible Shareholdercan approach any BSE registered stock broker and can register themselves by using quick unique clientcode (“UCC”) facility through the BSE registered stock broker (after submitting all details as may berequired by such BSE registered stock broker in compliance with applicable law). In case the EligibleShareholders are unable to register using UCC facility through any other BSE registered broker, EligibleShareholders may approach Company’s Broker to place their bids.

(e) At the beginning of the tendering period, the order for buying Equity Shares shall be placed by the Companythrough the Company’s Broker. During the tendering period, the order for selling the Equity shares willbe placed by the Eligible Shareholders through their respective stock brokers (“Seller Member”) duringnormal trading hours of the secondary market. In the tendering process, the Company’s Broker may alsoprocess the orders received from the Eligible Shareholders after Eligible Shareholders have completedtheir KYC requirement as required by the Company’s Broker.

(f) The Buyback from the Eligible Shareholders who are residents outside India including foreign corporatebodies (including erstwhile overseas corporate bodies), foreign portfolio investors, non-resident Indians,members of foreign nationality, if any, shall be subject to the Foreign Exchange Management Act, 1999and rules and regulations framed thereunder, if any, Income Tax Act, 1961 and rules and regulationsframed thereunder, as applicable, and also subject to the receipt/provision by such Eligible Shareholdersof such approvals, if and to the extent necessary or required from concerned authorities including, but notlimited to, approvals from the Reserve Bank of India under the Foreign Exchange Management Act, 1999and rules and regulations framed thereunder, if any.

(g) The reporting requirements for Non-Resident Shareholders under Reserve Bank of India, ForeignExchange Management Act, 1999, as amended and any other rules, regulations, guidelines, for remittanceof funds, shall be made by the Eligible Shareholder and/or the Seller Member through which the EquityShareholder places the bid.

(h) Modification / cancellation of orders and multiple bids from a single Eligible Shareholder will be allowedduring the tendering period of the Buyback. Multiple bids made by single Eligible Shareholder for sellingthe Equity Shares shall be clubbed and considered as “one‟ bid for the purposes of acceptance.

(i) The cumulative quantity tendered shall be made available on the website of BSE (www.bseindia.com)throughout the trading sessions and will be updated at specific intervals during the tendering period.

(j) Further, the Company will not accept Equity Shares tendered for Buyback which under restraint order ofthe court for transfer/sale and/or title in respect of which is otherwise under dispute or where loss of sharecertificates has been notified to the Company and the duplicate share certificates have not been issuedeither due to such request being under process as per the provisions of law or otherwise.

6.2 Procedure to be followed by Eligible Shareholders holding Equity Shares in the Demat Shares:(a) Eligible Shareholders who desire to tender their Demat Shares i.e. Equity Shares in the electronic /

dematerialized form under the Buyback would have to do so through their respective Seller Member bygiving the details of Equity Shares they intend to tender under the Buyback.

(b) The Seller Member would be required to place an order / bid on behalf of the Eligible Shareholders whowish to tender Equity Shares in the Buyback using the Acquisition Window of BSE. Before placing the bid,the Eligible Shareholder would be required to transfer the tendered Equity Shares to the account of theIndian Clearing Corporation Limited (the “Clearing Corporation”), by using the early pay in mechanism asprescribed by BSE or the Clearing Corporation, prior to placing the bid by the Seller Member. The detailsof the early pay-in account will be intimated in the circular to be issued in this regard by BSE.

(c) For custodian participant orders, early pay-in is mandatory prior to confirmation of the order/bid by thecustodian. The custodian shall either confirm or reject the orders not later than the closing of trading hourson the last day of the tendering period. Thereafter, all unconfirmed orders shall be deemed to be rejected.For all confirmed custodian participant orders, order modification shall revoke the custodian confirmationand the revised order shall be sent to the custodian again for confirmation.

(d) Upon placing the order, the Seller Member shall provide transaction registration slip (“TRS”) generated bythe stock exchange bidding system to the Eligible Shareholder. TRS will contain details of order submittedlike bid ID No., DP ID, Client ID, no. of Equity Shares tendered, etc.

(e) In case of non-receipt of the completed tender form and other documents, but receipt of Equity Sharesin the accounts of the Clearing Corporation and a valid bid in the exchange bidding system, the bid forBuyback shall be deemed to have been accepted.

6.3 Procedure to be followed by Eligible Shareholders holding Physical Shares:In accordance with the Frequently Asked Questions issued by SEBI, “FAQs - Tendering of physical shares inbuy-back offer/ open offer/ exit offer/delisting” dated February 20, 2020 and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020, Eligible Shareholders holding Equity Shares in physical form canparticipate in the Buyback. The procedure is as below:a. Eligible Shareholders who are holding Physical Shares and intend to participate in the Buyback will

be required to approach their Stock Broker along with the complete set of documents for verificationprocedures to be carried out before placement of the bid, including the (i) the Tender Form duly signedby all Eligible Shareholder (in case shares are in joint names, in the same order in which they hold theshares), (ii) original share certificate(s), (iii) valid share transfer form(s)/ Form SH-4 duly filled and signedby the transferors (i.e., by all registered shareholders in same order and as per the specimen signaturesregistered with the Company) and duly witnessed at the appropriate place authorizing the transfer infavor of the Company, (iii) self-attested copy of the shareholder’s PAN Card of all Eligible Shareholder(iv) any other relevant documents such as power of attorney, corporate authorization (including boardresolution/specimen signature), notarized copy of death certificate and succession certificate or probatedwill, if the original shareholder has deceased, etc., as applicable. In addition, if the address of an EligibleShareholder has undergone a change from the address registered in the Register of Members of theCompany, the shareholder would be required to submit a self-attested copy of address proof consisting ofany one of the following documents: valid Aadhaar Card, Voter Identity Card or Passport.

b. Based on these documents, the Stock Broker shall place the bid on behalf of the Eligible Shareholderholding Equity Shares in physical form who wishes to tender Equity Shares in the Buyback using theAcquisition Window of the BSE. Upon placing the bid, the Stock Broker shall provide a TRS generatedby the Stock Exchanges’ bidding system to the Eligible Shareholder. The TRS will contain the details ofthe order submitted like folio number, certificate number, distinctive number, number of Equity Sharestendered, etc.

c. The Stock Broker/Eligible Shareholder who places a bid for Equity Shares in physical form, has todeliver the original share certificate(s) and documents (as mentioned above) along with the TRS eitherby registered post or courier or hand delivery to the Registrar (at the address mentioned below or thecollection centres of the Registrar details of which will be included in the Letter of Offer) within 2 (two) days

WELSPUN INDIA LIMITEDRegistered Office: Welspun City, Village Versarmedi, Taluka Anjar, District Kutch, Gujarat-370 110, India.

Corporate Office: Welspun House, 6th Floor, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai- 400 013, Maharashtra, India.Contact Person: Shashikant Thorat, Company Secretary and Compliance Officer

Tel.: +91 22 6613 6000; Fax: +91 22 2490 8020; E-mail: [email protected]; Website: www.welspunindia.com

PUBLIC ANNOUNCEMENT

continued on next page...

FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS/BENEFICIAL OWNERS OF EQUITY SHARES OFWELSPUN INDIA LIMITED FOR BUYBACK OF EQUITY SHARES THROUGH TENDER OFFERThis Public Announcement (the “Public Announcement”) is being made pursuant to the provisions ofRegulation 7(i) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, asamended (the “Buyback Regulations”) for the time being in force including any statutory modifications andamendments from time to time and contains the disclosures as specified in Schedule II read with ScheduleI of the Buyback Regulations.OFFER FOR BUYBACK OF UP TO 1,66,66,666 EQUITY SHARES OF FACE VALUE OF RE. 1/- EACH FULLYPAID UP (“EQUITY SHARES”) AT A PRICE OF RS. 120/- (RUPEES ONE HUNDRED AND TWENTY ONLY) PEREQUITY SHARE ON A PROPORTIONATE BASIS FROM ALL THE EQUITY SHAREHOLDERS/ BENEFICIALOWNERS OF EQUITY SHARES OF THE COMPANY ON A PROPORTIONATE BASIS THROUGH THE TENDEROFFER PROCESS USING THE STOCK EXCHANGE MECHANISM.Certain figures contained in this Public Announcement, including financial information, have been subjectto rounding-off adjustments. Decimals have been rounded off to two or more decimal points. In certaininstances, (i) the sum or percentage change of such numbers may not conform exactly to the total figuregiven; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to thetotal figure given for that column or row.1 DETAILS OF THE BUYBACK OFFER AND OFFER PRICE1.1. The Board of Directors (hereinafter referred to as the “Board”, which expression includes any committee

constituted by the Board to exercise its powers, including the powers conferred by the resolution) of WelspunIndia Limited (the “Company”), at its meeting held on May 14, 2021 (“Board Meeting”) approved the proposalfor the buyback of 1,66,66,666 Equity Shares (One Crore Sixty Six Lakh Sixty Six Thousand Six HundredSixty Six Equity Shares only) at a price of Rs. 120/- (Rupees One Hundred and Twenty Only) per Equity Sharepayable in cash (“Buyback Price”) for a maximum aggregate amount up to Rs. 200.00 Crore (Rupees TwoHundred Crore only) (“Buyback Size”) (being less than 10% of the aggregate paid-up Equity Share capitaland free reserves (including securities premium account) of the Company as per latest audited standaloneand consolidated financial statements as on March 31, 2021), from the equity shareholders of the Company ason May 26, 2021 (“Record Date”) (“Eligible Shareholders”) (for further details on the Record Date, refer toparagraph 7 of this Public Announcement), on a proportionate basis through a tender offer in accordance withthe provisions of the Companies Act, 2013 (“Companies Act” or “the Act”) and, the Companies (Share Capitaland Debentures) Rules, 2014 (the “Share Capital Rules”), the Companies (Management and Administration)Rules, 2014 (the “Management Rules”) and in compliance with the Buyback Regulations (“Buyback Offer” or“Buyback”). The Buyback Size does not include any expenses incurred or to be incurred for the Buyback likefiling fees payable to the Securities and Exchange Board of India (“SEBI”), brokerage, applicable taxes (suchas income tax, buyback taxes, securities transaction tax, stamp duty and goods and service tax), advisors’fees, public announcement publication expenses, printing and dispatch expenses and other incidental andrelated expenses (“Transaction Cost”). Buyback Tax does not form part of the Buyback Offer Size and will beappropriated out of the free reserves of the Company. The Board approved the Buyback of the Equity Sharesfrom the existing shareholders / beneficial owners, on a proportionate basis (subject to the reservation forsmall shareholders), through the tender offer process pursuant to Articles of Association of the Company andin accordance with Sections 68, 69 and 70 and all other applicable provisions, if any, of the Companies Act, theShare Capital Rules, the Management Rules and the Buyback Regulations. The Buyback is subject to receipt ofany approvals of lenders, statutory, regulatory or governmental authorities as may be required under applicablelaws, including the Reserve Bank of India (RBI), the SEBI, and the stock exchanges on which the Equity Sharesof the Company are listed, namely, National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”)(hereinafter together referred to as the “Stock Exchanges”).

1.2. The Buyback would be undertaken on a proportionate basis from the Eligible Shareholders as on the RecordDate through the tender offer route, prescribed under Regulation 6 of the Buyback Regulations using the“Mechanism for acquisition of shares through Stock Exchange” notified by SEBI vide circular no. CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with circular issued in relation thereto, including circular no.CFD/DCR2/CIR/P/2016/131 dated December 09, 2016, including any further amendments thereof (“SEBICirculars”). For the purpose of this Buyback, BSE will be the designated stock exchange (the “DesignatedStock Exchange”) and the Company will request BSE to provide a separate acquisition window (“AcquisitionWindow”) to facilitate the Buyback.

1.3. The Buyback Size is Rs. 200.00 Crore (Rupees Two Hundred Crore only) representing 6.36% and 6.04% ofthe aggregate paid-up equity share capital and free reserves (including securities premium account), as perthe standalone and consolidated audited financial statements of the Company for the financial year endedMarch 31, 2021 respectively. The funds for the implementation of the proposed Buyback will be sourced outof the free reserves of the Company (retained earnings) and/or such other source as may be permitted underthe Buyback Regulations or the Act. The funds borrowed, if any, from banks and financial institutions will not beused for the Buyback. The Company shall transfer from its free reserves, a sum equal to the nominal value ofthe Equity Shares so bought back to the Capital Redemption Reserve Account and details of such transfer shallbe disclosed in its subsequent audited financial statements.

1.4. The Buyback Price has been arrived at after considering various factors including, but not limited to the trends inthe market prices of the Equity Shares on the Stock Exchanges, impact on other financial parameters and thepossible impact of Buyback on the earnings per Equity Share. The Buyback Price of Rs. 120/- per Equity Sharerepresents a premium of 28.34% and 28.27% over the closing price of the Equity Shares on the BSE and onthe NSE respectively, as on Friday, May 7, 2021, being the one day preceding the date on which the Companyintimated the Stock Exchanges of the date of the meeting of the Board wherein proposal of the Buyback wasto be considered. Further, the Buyback Price represents a premium of 56.47% and 56.43% over the averageclosing market price of the Equity Shares on BSE and on NSE, respectively, during the three months precedingMay 8, 2021, being the date on which the Company intimated the Stock Exchanges of the date of the meetingof the Board of Directors, wherein the proposal of the Buyback was to be considered.

1.5. Under the Act, the number of Equity Shares that can be bought back in any financial year cannot exceed 25%of the total equity shares of the Company in that financial year. The Company proposes to buyback up to1,66,66,666 Equity Shares representing 1.66% of the total equity shares, which is within the aforesaid 25% limit.

1.6. Participation in the Buyback by Eligible Shareholders may trigger tax on distributed income in India and suchtax is to be discharged by the Company as per the procedure laid down in the applicable provisions of theIncome Tax Act, 1961 read with any applicable rules framed thereunder. The transaction of Buyback wouldalso be chargeable to securities transaction tax in India. Participation in the Buyback by non-resident EligibleShareholders may trigger capital gains tax in the hands of such shareholders in their country of residence.In due course, Eligible Shareholders will receive a letter of offer, which will contain a more detailed note ontaxation. However, in view of the particularized nature of tax consequences, the Eligible Shareholders areadvised to consult their own legal, financial and tax advisors prior to participating in the Buyback.

1.7 A copy of this Public Announcement shall be available on the website of the Company at www.welspunindia.com,and is expected to be available on the SEBI website www.sebi.gov.in during the period of the Buyback and onthe websites of the Stock Exchanges at www.nseindia.com and www.bseindia.com respectively.

2 NECESSITY FOR BUYBACKThe Buyback is a capital allocation decision taken by the Company. Buyback is a more efficient form of returningsurplus cash to the shareholders holding Equity Shares of the Company, inter-alia, for the following reasons:i. Share buyback is the acquisition by a company of its own Equity Shares. The Buyback will help the

Company to return surplus cash to its Members holding Equity Shares broadly in proportion to theirshareholding, thereby, enhancing the overall return to the Members;

ii. The Buyback may help in improving return on equity, by reduction in the equity base, improvement inearnings per equity share, and enhanced return on invested capital which may consequentially lead toa long term increase in shareholders’ value. The Buyback will not in any manner impair the ability of theCompany to pursue growth opportunities or meet its cash requirements for business operations and forcontinued capital investment, as and when required; and

iii. The Buyback gives an option to the shareholders holding Equity Shares of the Company, who can chooseto participate and get cash in lieu of Equity Shares to be accepted under the Buyback offer or they maychoose not to participate and enjoy a resultant increase in their percentage shareholding, post theBuyback, without any additional investment.

3 DETAILS OF SHAREHOLDING, TRANSACTIONS IN THE EQUITY SHARES OF THE COMPANY ANDINTENTION OF PROMOTER AND PROMOTER GROUP TO PARTICIPATE IN THE BUYBACK

A. DETAILS OF SHAREHOLDING, TRANSACTIONS IN THE EQUITY SHARES OF THE COMPANY3.1 The aggregate shareholding of the Promoter and Promoter Group and of the directors of the Promoters and

Promoter Group, where such member is a company and of persons who are in control of the Company, as onSaturday, May 8, 2021, i.e. the date of the notice of board meeting for Buyback is as follows:The aggregate shareholding of the Promoters and Promoter Group:

Sr.No. Name of Shareholder No. of Equity

Shares heldPercentage (%)

Shareholding1. Radhika Balkrishan Goenka 2,008,600 0.19992. Dipali B. Goenka 750,400 0.07473 Balkrishan Gopiram Goenka 490,660 0.04884 B. K. Goenka (HUF) (Through its Karta Balkrishan Gopiram Goenka) 193,320 0.01925 Rajesh R. Mandawewala 1,030 0.00016 Balkrishan Gopiram Goenka (Trustee of Welspun Group Master

Trust) 694,465,432 69.11997 Aryabhat Vyapar Private Limited 5,424,020 0.5399

TOTAL 703,333,462 70.00263.2 The aggregate shareholding of the directors of companies, Trustees of the Trust, which are part of the Promoters

and Promoter Group as on Saturday, May 8, 2021:

Sr.No. Name of Director

No. of Equity Sharesheld in Welspun

India Limited *Capacity

% Shareholding of ShareCapital of Welspun India

LimitedAryabhat Vyapar Private Limited

1. Devendra Patil 5,010 Individual 0.002. L.T. Hotwani 32,000 Individual 0.00

Welspun Group Master Trust1. Dipali B. Goenka 750,400 Individual 0.072. Balkrishan Gopiram Goenka 490,660 Individual 0.053. Balkrishan Gopiram Goenka 193,320 As Karta of HUF 0.024. Rajesh R. Mandawewala 1,030 Individual 0.00

*Held in their personal capacity and/or Karta of HUF, as applicable3.3 Details of shareholding of the Directors and Key Managerial Personnel of the Company as on Saturday, May 8,

2021:

Sr.No. Name of Director/Key Managerial Personnel No. of Equity Shares held* Percentage (%)1. Dipali B. Goenka, CEO & Joint Managing Director 750,400 0.07472. Balkrishan Gopiram Goenka, Chairman 683,980 0.06813. Rajesh R. Mandawewala, Managing Director 1,030 0.00014. Arvind Singhal, Independent Director 50,000 0.00045. Shashikant Thorat, Company Secretary 10 0.0000

TOTAL 1,485,330 0.1478*Held in their personal capacity and/or Karta of HUF, as applicable

3.4 Except as disclosed below, no Equity Shares of the Company have been purchased/sold by any of thePromoters and the Promoter Group of the Company, directors of the Promoters and Promoter Group, andpersons who are in control of the Company as on the date of the Board Meeting, during the period from six

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SXf¿MÑX ªf³fÀfØff, 18 ¸fBÊ, 2021 11

of closure of the Tendering Period. The envelope should be super-scribed as “WIL Buyback Offer 2021”.One copy of the TRS will be retained by the Registrar and it will provide acknowledgement of the same tothe Stock Broker/Eligible Shareholder.

d. Eligible Shareholder holding Physical Shares should note that Physical Shares will not be accepted unlessthe complete set of documents are submitted. Acceptance of the Physical Shares for the Buyback shallbe subject to verification as per the Buyback Regulations and any further directions issued in this regard.The Registrar will verify such bids based on the documents submitted on a daily basis and till such timethe Stock Exchanges shall display such bids as ‘unconfirmed physical bids’. Once the Registrar confirmsthe bids, it will be treated as ‘confirmed bids’.

e. In case any Eligible Shareholder has submitted Equity Shares in physical form for dematerialisation,such Eligible Shareholder should ensure that the process of getting the Equity Shares dematerialisedis completed well in time so that they can participate in the Buyback before the closure of the tenderingperiod of the Buyback.

6.4 METHOD OF SETTLEMENTUpon finalization of the basis of acceptance as per Buyback Regulations:(a) The settlement of trades shall be carried out in the manner similar to settlement of trades in the secondary

market.(b) The Company will pay the consideration to the Company’s Broker who will transfer the funds pertaining to

the Buyback to the Clearing Corporation’s bank accounts as per the prescribed schedule. The settlementof fund obligation for Demat Shares shall be affected as per the SEBI circulars and as prescribed byBSE and Clearing Corporation from time to time. For Demat Shares accepted under the Buyback, suchbeneficial owners will receive funds payout in their bank account as provided by the depository systemdirectly to the Clearing Corporation and in case of Physical Shares, the Clearing Corporation will releasethe funds to the Seller Member(s) as per secondary market payout mechanism. If such shareholder’sbank account details are not available or if the funds transfer instruction is rejected by the Reserve Bankof India (“RBI”)/ bank(s), due to any reasons, then the amount payable to the concerned shareholders willbe transferred to the Shareholder Broker for onward transfer to such shareholders.

(c) In case of Eligible Shareholder where there are specific RBI and other regulatory requirements pertainingto funds pay-out, which do not opt to settle through custodians, the funds pay-out would be given to theirrespective Seller Members settlement bank account for onward transfer to the Eligible Shareholders. Forthis purpose, the client type details would be collected from the Registrar to the Buyback.

(d) The Demat Shares bought back would be transferred directly to the demat account of the Companyopened for Buyback (“Special Demat Account”) provided it is indicated by the Company’s Broker or itwill be transferred by the Company’s Broker to the Special Demat Account on receipt of the Equity Sharesfrom the Clearing Corporation.

(e) Excess Equity Shares or unaccepted Equity Shares, if any, tendered by the Eligible Shareholders would betransferred by the Clearing Corporation directly to the respective Eligible Shareholder’s DP account. If thesecurities transfer instruction is rejected in the Depository system, due to any issue then such securitieswill be transferred to the Seller Member’s depository pool account for onward transfer to the respectiveEligible Shareholder. Any excess Physical Shares pursuant to proportionate acceptance/rejection will bereturned back to the Eligible Shareholder directly by the Registrar. The Company is authorized to split theshare certificate and issue a new consolidated share certificate for the unaccepted Equity Shares, in casethe Equity Shares accepted by the Company are less than the Equity Shares tendered in the Buyback byEquity Shareholders holding Equity Shares in the physical form.

(f) Eligible Shareholders tendering Equity Shares will have to ensure that they keep the depository participant(“DP”) account active and unblocked to receive credit in case of return of Equity Shares, due to rejectionor due to non-acceptance of shares under the Buyback.

(g) Eligible Shareholders who intend to participate in the Buyback should consult their respective ShareholderBroker for payment to them of any cost, charges and expenses (including brokerage) that may be leviedby the Shareholder Broker upon the selling Shareholders for tendering Equity Shares in the Buyback(secondary market transaction). The Company and the Manager to the Buyback accept no responsibilityto bear or pay such additional cost, charges and expenses (including brokerage) incurred solely by theselling shareholders.

(h) In case of certain shareholders viz., NRIs, non-residents etc. (where there are specific regulatoryrequirements pertaining to funds payout including those prescribed by the RBI) who do not opt to settlethrough custodians, the funds payout would be given to their respective Shareholder Broker’s settlementaccounts for releasing the same to such shareholder’s account.

(i) Company’s Broker would issue a contract note to the Company for the Equity Shares accepted under theBuyback. The Seller Member would issue a contract note to their respective Eligible Shareholders for theEquity Shares accepted under the Buyback.

6.5 Eligible Shareholders who intend to participate in the Buyback should consult their respective Seller Memberfor any cost, applicable taxes, charges and expenses (including brokerage) etc., that may be levied by theSeller Member upon the Eligible Shareholders for tendering Equity Shares in the Buyback (secondary markettransaction). The Buyback consideration received by the Eligible Shareholder, in respect of accepted EquityShares, could be net of such costs, applicable taxes, charges and expenses (including brokerage) and theCompany, Manager to the Buyback and Registrar to the Buyback accept no responsibility to bear or pay suchadditional cost, charges and expenses (including brokerage) incurred solely by the Eligible Shareholder.

6.6 The Equity Shares bought back will be extinguished in the manner and following the procedure as prescribed inthe Buyback Regulations.

7. RECORD DATE AND SHAREHOLDER’S ENTITLEMENT7.1 As required under the Buyback Regulations, the Company has fixed the Record Date as May 26, 2021 for the

purpose of determining the entitlement and the names of the shareholders, who will be eligible to participate inthe Buyback i.e. the Eligible Shareholders.

7.2 The Equity Shares to be bought back as a part of this Buyback are divided into two categories:1. Reserved category for small Shareholders (“Reserved Category”); and2. General category for all other Shareholders (“General Category”).

7.3 As defined in Regulation 2(i)(n) of the Buyback Regulations, a ‘small shareholder’ means a shareholder ofa company, who holds shares or other specified securities whose market value, on the basis of closing priceof shares or other specified securities, on the recognized stock exchange in which highest trading volume inrespect of such security is recorded, as on record date is not more than Rs. 2,00,000/- (Rupees Two lakhs Only).

7.4 In accordance with the proviso to Regulation 6 of the Buyback Regulations, 15% (Fifteen per cent) of thenumber of Equity Shares which the Company proposes to Buyback, or number of Equity Shares entitled as pershareholding of small shareholders, whichever is higher, shall be reserved for the small shareholders as part ofthis Buyback.

7.5 On the basis of shareholding as on the Record Date, the Company will determine the entitlement of each EligibleShareholder to tender their Equity Shares in the Buyback. This entitlement for each Eligible Shareholder will becalculated based on the number of Equity Shares held by the respective Eligible Shareholder as on the RecordDate and the ratio of Buyback applicable in the category to which such Eligible Shareholder belongs. The finalnumber of Equity Shares that the Company will purchase from each Eligible Shareholder will be based onthe total number of Equity Shares tendered by such Eligible Shareholder. Accordingly, the Company may notpurchase all of the Equity Shares tendered by an Eligible Shareholder.

7.6 In accordance with the Buyback Regulations, in order to ensure that the same Eligible Shareholder with multipledemat accounts/ folios do not receive a higher entitlement under the small shareholder category, the EquityShares held by such Eligible Shareholder with a common Permanent Account Number (“PAN”) shall be clubbedtogether for determining the category (small shareholder or General) and entitlement under the Buyback.In case of joint shareholding, the Equity Shares held in cases where the sequence of the PANs of the jointshareholders is identical shall be clubbed together. In case of Eligible Shareholders holding physical shares,where the sequence of PANs is identical and where the PANs of all joint shareholders are not available, theRegistrar will check the sequence of the names of the joint holders and club together the Equity Shares held insuch cases where the sequence of the PANs and name of joint shareholders are identical. The shareholdingof institutional investors like mutual funds, insurance companies, foreign institutional investors/ foreign portfolioinvestors etc. with common PAN are not proposed to be clubbed together for determining their entitlementand will be considered separately, where these Equity Shares are held for different schemes/ sub-accountsand have a different demat account nomenclature based on information prepared by the Registrar as per theshareholder records received from the depositories. Further, the Equity Shares held under the category of“clearing members” or “corporate body margin account” or “corporate body – broker” as per the beneficialposition data as on Record Date with common PAN are not proposed to be clubbed together for determiningtheir entitlement and will be considered separately, where these Equity Shares are assumed to be held on behalfof clients.

7.7 Shareholders’ participation in the Buyback will be voluntary. Eligible Shareholder can choose to participateand get cash in lieu of shares to be accepted under the Buyback or they may choose not to participate andenjoy a resultant increase in their percentage shareholding post Buyback, without additional investment.Eligible Shareholders may also tender a part of their entitlement. Eligible Shareholders also have the optionof tendering additional shares (over and above their entitlement) and participate in the shortfall created due tonon-participation of some other Shareholders, if any.

7.8 The maximum tender under the Buyback by any Eligible Shareholder of the Company cannot exceed thenumber of Equity Shares held by such Eligible Shareholder of the Company as on the Record Date. In case theEligible Shareholder holds Equity Shares through multiple demat accounts, the tender through a demat accountcannot exceed the number of Equity Shares held in that demat account.

7.9 The Equity Shares tendered as per the entitlement by the Eligible Shareholder as well as additional EquityShares tendered, if any, will be accepted as per the procedure laid down in Buyback Regulations. The settlementof tenders under the Buyback will be done using the “Mechanisms for acquisition of shares through StockExchange” notified by SEBI Circulars. If the Buyback entitlement for any Eligible Shareholder is not a roundnumber (i.e. not a multiple of 1 Equity Share), then the fractional entitlement shall be ignored for computation ofentitlement to tender Equity Shares in the Buyback. The Small Shareholders whose entitlement would be lessthan 1 Equity Share may tender additional Equity Shares as part of the Buyback and will be given preference inthe acceptance of one Equity Share, if such Small Shareholders have tendered for additional Equity Shares.

7.10 Detailed instructions for participation in the Buyback (tendering of Equity Shares in the Buyback) as well asthe relevant time table will be included in the Letter of Offer which will be sent in due course to the EligibleShareholders. Eligible Shareholders which have registered their email ids with the depositories / the Company,shall be dispatched the Letter of Offer through electronic means. If Eligible Shareholders wish to obtain aphysical copy of the Letter of Offer, they may send a request to the Company or Registrar at the addressmentioned at para 8 or 9 below.

Eligible Shareholders which have not registered their email ids with the depositories / the Company, shall bedispatched the Letter of Offer through physical mode.

8. COMPLIANCE OFFICERThe Company has designated the following as the Compliance Officer for the Buyback:Name Shashikant ThoratDesignation Company SecretaryAddress Welspun House, 6th Floor, Kamala City, Senapati Bapat Marg, Lower Parel (West),

Mumbai - 400 013, Maharashtra, India.Tel. +91 22 6613 6000Email id [email protected]

In case of any clarifications or to address investor grievance, the Shareholders may contact the CompanySecretary on any working day (except Saturday, Sunday and Public Holidays) between 2:00 p.m. and 4:00p.m.

9. INVESTOR SERVICE CENTRE AND REGISTRAR TO THE BUYBACKThe Company has appointed the following as the Registrar to the Buyback:

Link Intime India Private LimitedAddress: C-101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083, Maharashtra, India

Contact Person: Mr. Sumeet Deshpande

Phone: +91 22 4918 6200Fax: +91 22 4918 6195Email: [email protected] Grievance Email: [email protected]: www.linkintime.co.inSEBI Registration: INR000004058Validity Period: PermanentCIN: U67190MH1999PTC118368In case of any query, the Shareholders may contact the Registrar, from Monday to Friday between 10 am to 5pm on all working days except public holidays at the above mentioned address.

10. MANAGER TO THE BUYBACKThe Company has appointed the following as Manager to the Buyback:

DAM Capital Advisors Limited(formerly IDFC Securities Limited)One BKC, Tower C, 15th Floor, Unit No. 1511, Bandra Kurla Complex, Bandra (East), Mumbai 400 051Tel: +91 22 4202 2500Fax: +91 22 4202 2504E-mail: [email protected]: www.damcapital.inContact Person: Chandresh SharmaSEBI Registration Number: MB/INM000011336Validity Period: PermanentCIN: U99999MH1993PLC071865

11. DIRECTORS’ RESPONSIBILITY STATEMENTIn terms of Regulation 24(i)(a) of the Buyback Regulations, the Board of Directors of the Company acceptsresponsibility for all the information contained in this Public Announcement and confirms that such documentcontains true, factual and material information and does not contain any misleading information.For and on behalf of the Board of Directors of Welspun India Limited

Sd/- Sd/- Sd/-Mr. Rajesh Mandawewala

Managing DirectorDIN: 00007179

Ms. Dipali GoenkaCEO & Joint Managing Director

DIN: 00007199

Mr. Shashikant ThoratCompany Secretary

Membership No. FCS-6505

Date: May 17, 2021Place: Mumbai

...continued from previous page

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