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Draft Letter of Offer

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Draft Letter of Offer DRAFT LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Draft Letter of Offer is sent to you as a registered / beneficial owner of Equity Shares of Welspun India Limited (the “Company”) as on the Record Date (as defined below) in accordance with Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“Buyback Regulations”). If you require any clarifications about the action to be taken, you should consult your stockbroker or investment consultant or the Manager to the Buyback Offer (DAM Capital Advisors Limited (Formerly IDFC Securities Limited)) or the Registrar to the Buyback Offer (Link Intime India Private Limited). Please refer to the section on ‘Definitions of Key Terms’ for the definitions of the capitalized terms used herein. Welspun India Limited CIN: L17110GJ1985PLC033271 Registered Office: Welspun City, Village Versamedi, 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. Tel.: +91 22 6613 6000; Fax: +91 22 2490 8020 E-mail: [email protected]; Website: www.welspunindia.com Contact Person: Mr. Shashikant Thorat, Company Secretary CASH OFFER TO BUYBACK UP TO 1,66,66,666 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF RE. 1/- EACH, REPRESENTING APPROXIMATELY 1.66% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL OF THE COMPANY, FROM THE EXISTING SHAREHOLDERS / BENEFICIAL OWNERS OF EQUITY SHARES OF THE COMPANY AS ON THE RECORD DATE I.E. MAY 26, 2021, ON A PROPORTIONATE BASIS, THROUGH THE “TENDER OFFER” ROUTE AT A PRICE OF RS. 120/- (RUPEES ONE HUNDRED AND TEWENTY ONLY) PER EQUITY SHARE FOR AN AGGREGATE AMOUNT NOT EXCEEDING RS. 200 CRORES (RUPEES TWO HUNDRED CRORES ONLY) EXCLUDING TRANSATION COST 1) The Buyback is in accordance with Article 6 of the Articles of Association of the Company and is subject to the provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Management and Administration) Rules, 2014 and in compliance with Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 including any amendments, statutory modifications or re-enactments thereof, for the time being in force and subject to such other approvals, permissions and sanctions as may be necessary, from time to time from statutory authorities including but not limited to Securities and Exchange Board of India, National Stock Exchange of India Limited, BSE Limited, Registrar of Companies, Reserve Bank of India, etc. 2) The Buyback Size is 6.36% and 6.04% of the aggregate of fully paid-up equity share capital and free reserves (including securities premium account) as per the standalone and consolidated basis audited financial statements of the Company for the financial year ended March 31, 2021 respectively, which is less than the statutory limit of 10% of the fully paid-up equity share capital and free reserves (including securities premium account) as per the last audited financial statements of the Company. 3) The Letter of Offer will be sent to the Equity Shareholder(s) / Beneficial Owner(s) of Equity Shares of the Company as on the Record Date i.e. May 26, 2021. 4) The procedure for tendering shares and settlement is set out in paragraph 20 at page 37 of this Draft Letter of Offer. The tender form (“Tender Form”) is enclosed together with this Draft Letter of Offer. 5) For mode of payment of consideration to the Equity Shareholders, please refer to paragraph 20.28 of this Draft Letter of Offer. 6) A copy of the Public Announcement dated May 17, 2021 published on May 18, 2021 and this Draft Letter of Offer (including Tender Form) is available on the website of Securities and Exchange Board of India at www.sebi.gov.in. 7) Equity Shareholders are advised to read this Draft Letter of Offer and in particular, refer to paragraph 17 (Details of Statutory Approvals) and paragraph 21 (Note on Taxation) before tendering their Equity Shares in the Buyback. BUYBACK OPENS ON: [•] (Day), [•] (Date) BUYBACK CLOSES ON: [•] (Day), [•] (Date) LAST DATE OF RECEIPT OF COMPLETED TENDER FORMS AND OTHER SPECIFIED DOCUMENTS BY THE REGISTRAR TO THE BUYBACK: [●], [●], 2021 BY 5.00 p.m. MANAGER TO THE BUYBACK REGISTRAR TO THE BUYBACK DAM Capital Advisors Limited Link Intime India Private Limited (Formerly IDFC Securities Limited) One BKC, Tower C, 15th Floor, Unit No. 1511, Bandra Kurla C- 101, 1st Floor, 247 Park, L. B. S. Marg, Vikhroli (West), Complex, Bandra (East), Mumbai 400 051 Mumbai - 400 083, Maharashtra, India Tel: +91 22 4202 2500; Fax +91 22 4202 2504 Tel: +91 22 4918 6200; Fax: +91 22 4918 6195 Email: [email protected] Email: [email protected] Website: www.damcapital.in Website: www.linkintime.co.in Contact Person: Chandresh Sharma Contact Person: Mr. Sumeet Deshpande SEBI Registration No.: MB/INM000011336 SEBI Registration: INR000004058 Validity Period: Permanent Validity Period: Permanent CIN: U99999MH1993PLC071865 CIN: U67190MH1999PTC118368 TABLE OF CONTENTS 1. SCHEDULE OF ACTIVITIES .................................................................................................................................... 3 2. DEFINITION OF KEY TERMS ................................................................................................................................. 3 3. DISCLAIMER CLAUSE ........................................................................................................................................... 5 4. TEXT OF RESOLUTION PASSED AT THE BOARD MEETING .................................................................................. 7 5. DETAILS OF PUBLIC ANNOUNCEMENT ............................................................................................................. 12 6. DETAILS OF THE BUYBACK ................................................................................................................................ 12 7. AUTHORITY FOR THE BUYBACK ........................................................................................................................ 14 8. NECESSITY FOR THE BUYBACK .......................................................................................................................... 15 9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUYBACK ................................. 15 10. BASIS OF CALCULATING THE BUYBACK PRICE .................................................................................................. 18 11. SOURCES OF FUNDS FOR THE BUYBACK ........................................................................................................... 18 12. DETAILS OF ESCROW ACCOUNT AND AMOUNT DEPOSITED THEREIN ............................................................. 18 13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ...................................................................................... 19 14. BRIEF INFORMATION ABOUT THE COMPANY .................................................................................................. 20 15. FINANCIAL INFORMATION ABOUT THE COMPANY .......................................................................................... 28 16. STOCK MARKET DATA ....................................................................................................................................... 30 17. DETAILS OF STATUTORY APPROVALS ............................................................................................................... 32 18. DETAILS OF THE INVESTOR SERVICE CENTRE AND REGISTRAR TO THE BUYBACK ........................................... 32 19. PROCESS AND METHODOLOGY FOR THE BUYBACK ......................................................................................... 33 20. PROCEDURE FOR TENDERING SHARES AND SETTLEMENT ............................................................................... 37 21. NOTE ON TAXATION ......................................................................................................................................... 46 22. DECLARATION FROM THE BOARD OF DIRECTORS ............................................................................................ 48 23. AUDITOR’S CERTIFICATE ................................................................................................................................... 49 24. DOCUMENTS FOR INSPECTION ......................................................................................................................... 52 25. DETAILS OF THE COMPLIANCE OFFICER ........................................................................................................... 53 26. REMEDIES AVAILABLE TO SHAREHOLDERS/BENEFICIAL OWNERS ................................................................... 53 27. DETAILS OF THE MANAGER TO THE BUYBACK ................................................................................................. 53 28. DECLARATION BY THE DIRECTORS .................................................................................................................... 54 2 1. SCHEDULE OF ACTIVITIES Schedule of activities Activity Date Day Date of Board Meeting approving the proposal for the Buyback May 14, 2021 Friday Publication of Public Announcement of Buyback May 18, 2021 Tuesday Record Date for determining the Buyback Entitlement
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