WELSPUN ENTERPRISES LIMITED Address: Welspun City, Village Versamedi, Taluka Anjar, Dist

PRIVATE & CONFIDENTIAL – FOR ADDRESSEE ONLY

(THIS DISCLOSURE DOCUMENT CUM PRIVATE PLACEMENT OFFER LETTER IN FORM PAS - 4 (“INFORMATION MEMORANDUM”) IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS). THIS INFORMATION MEMORANDUM IS PREPARED AND ISSUED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED BY SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2012-13/19/5392 DATED OCTOBER 12, 2012 AND CIR/IMD/DF/18/2013 DATED OCTOBER 29, 2013) AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2014 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2013-14/43/207 DATED JANUARY 31, 2014 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2014-15/25/539 DATED MARCH 24, 2015 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2016 ISSUED VIDE CIRCULAR NO SEBI/ LAD-NRO/GN/2016-17/004. DATED 25 MAY 2016 AND SEBI CIRCULAR NO. CIR/IMD/DF-1/122/2016 DATED NOVEMBER 11, 2016 AND SEBI CIRCULAR NO. SEBI/HO/IMD/DF1/CIR/P/2016/140 DATED DECEMBER 23, 2016 SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013 DATED SEPTEMBER 02 2015 AND SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014.

WELSPUN ENTERPRISES LIMITED Address: Welspun City, Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat - 370110 Tele No : +91 2836 662222 Fax No : +91 2836 279010Email: [email protected]

CIN: L45201GJ1994PLC023920 INFORMATION MEMORANDUM

INFORMATION MEMORANDUM FOR PRIVATE PLACEMENT OF 1750 RATED, LISTED, SECURED, REDEEMABLE, TAXABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 10.00 LAKH EACH (“DEBENTURES”) FOR CASH AT PAR AGGREGATING UPTO RS. 1,75,00,00,000 (RUPEES ONE HUNDRED SEVENTY FIVE CRORES) (“ISSUE”) BY WELSPUN ENTERPRISES LIMITED (“ISSUER” or “Company”).

The Issue of the Debentures described under this Information Memorandum has been authorized by the Issuer through resolutions passed by the shareholders of the Issuer on August 12, 2019 (provided in the Annexure 8), the Board of Directors of the Issuer on May 6, 2020 (provided in the Annexure 7), and the Memorandum and Articles of Association of the Issuer.

GENERAL RISK

Investment in debt instruments involves a degree of risk and Investors should invest any funds in the Issue only after reading the risk factors in the Information Memorandum carefully including the risk involved. The securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the issue, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING

Brickwork Ratings - BWR AA-

The Debentures offered through this Information Memorandum are rated by Brickwork Ratings by way of letter dated May 8, 2020 assigning a rating of BWR AA- to the Debentures proposed to be issued by the Issuer pursuant to this Information Memorandum. Rated Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

The above ratings are not recommendation to buy, sell or hold securities and Investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should

be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend or withdraw the rating at any time on the basis of new information etc.

LISTING The Debentures are proposed to be listed on the Wholesale Debt Market (“WDM”) Segment of BSE. The Issuer shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis. The Issuer intends to use BSE-EBP for this Issue.

DEBENTURE TRUSTEE TO THE ISSUE REGISTRAR TO THE ISSUE

CATALYST TRUSTEESHIP LIMITED LINK INTIME INDIA PRIVATE th Address : Office No. 83-87, 8 Floor, LIMITED B Wing, Mittal Tower, Nariman Point, Address: C 101, 247 Park, L B S Marg, Mumbai – 400021 Vikhroli West, Mumbai-400 083 Tel : +91-22-49220555 Tel : +91-22-49186000 Fax : +91-22-49220505 Fax : +91-22-49186060 Email : [email protected] Email : [email protected]; Website : www.catalysttrustee.com [email protected] Website: www.linkintime.co.in ISSUE PROGRAMME Issue Opening Date Tuesday, May 26, 2020 Issue Closing Date Tuesday, May 26, 2020 Issue Deemed Date Issue Pay in Date Wednesday May 27, 2020 Wednesday May 27, 2020 of Allotment

The Issuer reserves the right to pre pone the Issue earlier from the aforesaid date or post pone the Issue at its sole and absolute discretion without giving any reasons or prior notice. In the event of any change in the above Issue programme, the Issuer will intimate the Investors about the revised Issue programme.

Sl.No. INDEX Page No. * DEFINITIONS/ABBREVIATIONS 4 * DISCLAIMER 6 A ISSUER INFORMATION 8 BRIEF SUMMARY OF BUSINESS/ACTIVITIES OF ISSUER AND ITS LINE OF B BUSINESS (i) OVERVIEW 10 (ii) CORPORATE STRUCTURE 12 KEY OPERATIONAL & FINANCIAL PARAMETERS FOR THE LAST 3 YEARS ON (iii) 12 STANDALONE BASIS PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW (iv) 13 PROJECTS (v) SUBSIDIARIES 13 BRIEF HISTORY OF ISSUER SINCE INCEPTION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, C 14 CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS (i) DETAILS OF SHARE CAPITAL AS ON LAST QUARTER END 14 CHANGES IN ITS CAPITAL STRUCTURE AS ON LAST QUARTER END,FOR THE (ii) 14 LAST FIVE YEARS (iii) EQUITY SHARE CAPITAL HISTORY OF THE COMPANY 15 (iv) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR 15 (v) DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 16

Sl.No. INDEX Page No. YEAR DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON THE LATEST D 16 QUARTER END (i) SHAREHOLDING PATTERN OF THE COMPANY AS ON LAST QUARTER END 16 LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON THE (ii) 16 LATEST QUARTER END E DETAILS REGARDING THE DIRECTORS OF THE COMPANY 16 (i) DETAILS OF THE CURRENT DIRECTORS OF THE COMPANY 16 (ii) DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS 17 F DETAILS REGARDING THE AUDITORS OF THE COMPANY 18 (i) DETAILS OF THE STATUTORY AUDITORS OF THE COMPANY 18 (ii) DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS 18 DETAILS OF BORROWINGS OF THE COMPANY, AS ON THE LATEST QUARTER G 18 END (i) DETAILS OF LOANS OUTSTANDING 19 (ii) DETAILS OF NCDS 19 (iii) LIST OF TOP 10 DEBENTURE HOLDERS 20 THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG 20 (iv) WITH NAME OF THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED. DETAILS OF COMMERCIAL PAPER: - THE TOTAL FACE VALUE OF COMMERCIAL 20 (v) PAPERS OUTSTANDING AS ON THE LATEST QUARTER DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE 20 (vi) FCCB, OPTIONALLY CONVERTIBLE DEBENTURES/PREFERENCE SHARES DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER (vii) 21 FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY, IN THE PAST 5 YEARS DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE TAKEN / ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, (viii) 21 WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION H DETAILS OF PROMOTERS OF THE COMPANY 21 ABRIDGED VERSION OF AUDITED STANDALONE FINANCIAL INFORMATION I (PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) 21 FOR LAST THREE YEARS AND AUDITOR QUALIFICATIONS ABRIDGED VERSION OF LATEST LIMITED REVIEW HALF YEARLY STANDALONE J 21 FINANCIAL INFORMATION AND AUDITOR’S QUALIFICATIONS ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS K RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT 22 ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO INVEST/CONTINUE TO INVEST IN THE DEBT SECURITIES

Sl.No. INDEX Page No. THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT TO THE EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS L CONSENT TO THE ISSUER FOR HIS APPOINTMENT UNDER REGULATION 4 (4) 26 AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES DETAILED RATING RATIONALE (S) ADOPTED (NOT OLDER THAN ONE YEAR ON THE DATE OF OPENING OF THE ISSUE)/CREDIT RATING LETTER ISSUED (NOT M 26 OLDER THAN ONE MONTH ON THE DATE OF OPENING OF THE ISSUE) BY THE RATING AGENCIES SHALL BE DISCLOSED THE SECURITY BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY N 26 OTHER DOCUMENT/LETTER WITH SIMILAR INTENT O COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE 27 NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT P SECURITIES ARE PROPOSED TO BE LISTED CLEARLY INDICATING THE 27 DESIGNATED STOCK EXCHANGE Q OTHER DETAILS 27 (i) DRR CREATION 27 (ii) ISSUE/INSTRUMENT SPECIFIC REGULATIONS - RELEVANT DETAILS 27 (iii) APPLICATION PROCESS 27 R PROCEDURE FOR APPLYING FOR DEMAT FACILITY 32 S DISCLOSURES PERTAINING TO WILLFUL DEFAULT 33 T TERM SHEET: ISSUE DETAILS 34 U DISCLOSURE OF CASH FLOWS 44 MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS V 45 OF THE ISSUER W FORM NO. PAS – 4 46 X DECLARATION 57 Y ANNEXURES 58

* DEFINITIONS/ ABBREVIATIONS “Welspun Enterprises Welspun Enterprises Limited, is a company registered under the Limited”/ “Company”/ provisions of the Companies Act, 1956 and registered with SEBI “Issuer” Allotment/Allot/ The issue and allotment of the Debentures to successful Applicants in Allotted relation to the Issue Application An application to subscribe to the Debentures offered pursuant to the Issue by submission of a valid Application Form and payment of the Application Money by any of the modes as prescribed under this Information Memorandum. Application Form The form used by an Eligible Investor to apply for subscription to the Debentures offered through this Issue and set out in Annexure 10 hereto.. Application Money The aggregate value of the Debentures applied for, as indicated in the Application Form for the Issue. Articles The articles of association of the Issuer Beneficial Owner(s) Debenture Holder(s) holding Debenture(s) in dematerialized form (Beneficial Owner of the Debenture(s) as defined in clause (a) of sub- section (1) of Section 2 of the Depositories Act, 1996)

Business Days Means a day (other than a Sunday and Saturday or a Bank holiday on which banks are open for general business in Mumbai#. 1. If the interest payment date falls on a holiday, the payment may be made on the following working day however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security. In other words, the subsequent coupon schedule would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a holiday. 2. If the Redemption Date and Coupon Payment Date of the debentures falls together on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on previous working Business Day along with interest accrued on the debentures until but excluding the date of such payment. #In terms of the SEBI Circular No. CIR/MD/DF-1/122/2016 dated 11 Nov, 2016, interest/redemption payments shall be made only on the days when the money market is functioning in Mumbai. CDSL Central Depository Services Limited Companies Act, 1956 The Companies Act, 1956 along with the rules made thereunder, as amended from time to time (without reference to the provisions thereof that have ceased to have effect upon the notification of the Notified Sections). Companies Act, 2013 The Companies Act, 2013 along with the rules made thereunder, to the extent in force pursuant to the notification of the Notified Sections and as amended from time to time. Debentures 1,750 rated, listed, secured, redeemable, non-convertible debentures of the face value of INR 10,00,000 each, aggregating to INR 175,00,00,000 to be issued by the Issuer on private placement basis in dematerialized form and listed on the Wholesale Debt Market Segment of the BSE pursuant to the Debenture Trust Deed and this Information Memorandum Debenture Holder The persons who are, for the time being and from time to time, the holders of the Debentures and whose names appear in the Register of Beneficial Owners and “Debenture Holder” means each such person. Debenture Trustee/ Catalyst Trusteeship Limited Trustee to the Issue Debenture Trusteeship The debenture trusteeship appointment agreement dated 5th May 2020 Appointment entered into between the Issuer and the Debenture Trustee for Agreement appointing the Debenture Trustee Debenture Trust Deed The debenture trust deed to be entered into between the Debenture Trustee and the Issuer within the prescribed timelines Depository(ies) National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) Deemed Date of Wednesday, May 27, 2020 Allotment DRR Means the debenture redemption reserve account required to be created pursuant to the provisions of the New Companies Act and the Companies (Share Capital and Debentures) Rules, 2014. DP Depository Participant

Eligible Investors Shall have the meaning ascribed to it in the Term Sheet. Event of Default An event of default as set defined in the Debenture Trust Deed. Final Settlement Date Means the date on which all Secured Obligations under the Debenture Trust Deed and other Financing Documents shall have been irrevocably and unconditionally paid and/or discharged in full to the satisfaction of the Debenture Trustee. BSE-EBP The electronic book building platform of the BSE for issuance of debt securities on private placement basis FY Financial Year Issue/Offer/ Offering Private Placement of Rated, Listed, Secured, Redeemable, Taxable, Non- Convertible Debentures of face value of Rs. 10.00 lakh each (“Debentures”) for cash at par aggregating upto Rs. 175 crores NSDL National Securities Depositories Limited IT Act The Income Tax Act, 1961 (as amended from time to time) Invited Eligible Refers to such category of Eligible Investors that have been specifically Investors and directly addressed by a communication from the Issuer, inviting them to subscribe to the Debentures/ offering to issue Debentures to them on a private placement basis. Private Placement Means the private placement offer letter forming part of this Information Offer Letter Memorandum prepared and circulated by the Issuer to Eligible Investors, in compliance with Section 42 of the Companies Act read with the rules made thereunder. PAN Permanent Account Number ROC Registrar of Companies RTGS Real time gross settlement Register of Beneficial The register of beneficial owners of the Debentures maintained in the Owners records of the Depository. Registrars to the Link Intime India Private Limited Issue/Registrar & Transfer Agent SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 (as amended from time to time) TDS Tax Deducted at Source as per the provisions of the Income Tax Act-and rules there under modified from time to time.

Capitalized words and expressions used in this Information Memorandum but not defined herein, shall have the respective meanings given to them under Debenture Trust Deed.

** DISCLAIMER(S)

DISCLAIMER OF THE ISSUER

This Information Memorandum is neither a Prospectus nor is a Statement in Lieu of Prospectus and is prepared in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and any amendments thereto and section 42 of the Companies Act, 2013. This Information Memorandum does not constitute an offer to public in general to subscribe for or otherwise acquire the Debentures to be issued by the Issuer. This Information Memorandum is for the exclusive use of the addressee and restricted for only the intended recipient and it should not be circulated or distributed to third

6 party (ies). It is not and shall not be deemed to constitute an offer or an invitation to the public in general to subscribe to the Debentures issued by the Issuer. This Debenture Issue is made strictly on private placement basis.

The Company has also prepared Offer Letter in PAS-4 format under Companies (Prospectus and Allotment of Securities) Rules, 2014 which forms part of this Information Memorandum to be filed with the registrar of companies and SEBI.

The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference, if any) contains all information that is material in the context of the Issue and the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact. No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any eligible investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer.

The Issuer confirms that all information it considers adequate and relevant about the issue and the Issuer has been made available in this Information Memorandum for the use and perusal of the Eligible Investors and no selective or additional information would be made available to any section of Eligible Investors in any manner whatsoever.

The Issuer does not undertake to update this Information Memorandum to reflect subsequent events and thus prospective subscribers must confirm about the accuracy and relevancy of any information contained herein from the Issuer. However, the Issuer reserves its right for providing the information at its absolute discretion. Nothing in this Information Memorandum should be construed as advice or recommendation by the Issuer to subscribers to the Debentures. Prospective subscribers should also consult their own advisors on the implications of application, allotment, sale, holding, ownership and redemption of these Debentures and matters incidental thereto.

Information Memorandum is not intended for distribution. It is meant for the consideration of the person to whom it is addressed and should not be reproduced by the recipient and the contents of this Information Memorandum shall be kept utmost confidential subject to disclosures required to be made as per applicable laws. The securities mentioned herein are being issued on private placement basis and this offer does not constitute a public offer/ invitation. The Issuer reserves the right to withdraw the private placement of the Debenture Issue prior to the Issue closing date(s) in the event of any unforeseen development adversely affecting the economic and regulatory environment or any other force majeure condition including any change in applicable law. In such an event, the Issuer will refund the application money, if any, along with interest payable on such application money in accordance with applicable laws.

This Information Memorandum has not been filed with SEBI. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. It is to be distinctly understood that this Information Memorandum should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this Information Memorandum. The Issue of Debentures being made on private placement basis, filing of this Information Memorandum is not required with SEBI. However SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this Information Memorandum.

DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA

This Information Memorandum has not been approved by Securities & Exchange Board of India (SEBI). The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. It is to be distinctly understood that Information Memorandum / Offer Letter should not, in any way, be deemed or construed that the same has been cleared or vetted by

SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in Information Memorandum / Offer Letter. However SEBI reserves the right to take up at any point of time, with Issuer, any irregularities or lapses in Information Memorandum / Offer Letter.

DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Information Memorandum has been submitted to the “BSE Limited”. (Here-in-after referred to as “BSE”) for hosting the same on its website. It is to be distinctly understood that such submission of the Information Memorandum with BSE or hosting the same on its website should not in any way be deemed or construed that the Information Memorandum has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; nor does it warrant that the Issuer’s securities will be listed or continue to be listed on the Stock Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any securities of the Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Stock Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

DISCLAIMER IN RESPECT OF JURISDICTION

The private placement of Debentures is made in India to Companies, Corporate Bodies, Trusts registered under the Indian Trusts Act, 1882, Societies registered under the Societies Registration Act, 1860 or any other applicable laws, provided that such Trust/ Society is authorised under constitution/ rules/ byelaws to hold Debentures in a Company, Indian Mutual Funds registered with SEBI, Indian Financial Institutions, Insurance Companies, Commercial Banks including Regional Rural Banks and Cooperative Banks, Provident, Pension, Gratuity, Superannuation Funds as defined under Indian laws. The Information Memorandum does not, however, constitute an offer to sell or an invitation to subscribe to securities offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Information Memorandum comes is required to inform him about and to observe any such restrictions. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of courts and tribunals of Mumbai. All information considered adequate and relevant about the Issuer has been made available in this Information Memorandum for the use and perusal of the potential investors and no selective or additional information would be available for a section of investors in any manner whatsoever.

DISCLAIMER BY DEBENTURE TRUSTEE

The debenture trustee is not a guarantor and will not be responsible for any non-payment of interest and redemption and/or any loss or claim.

DISCLAIMER IN RESPECT OF CREDIT RATING

The rating for the Securities under Issue is BWR AA- by Brickwork Ratings. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information, etc.

This Information Memorandum prepared under SEBI (Issue and Listing of Debt Securities) Regulations, 2008 dated June 6, 2008, as amended from time to time, for private placement of the Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued by the Company. This is only an information brochure intended for private use.

(A) ISSUER INFORMATION: NAME AND ADDRESS OF THE FOLLOWING: SR. No PARTICULARS : DETAILS (i) REGISTERED OFFICE OF THE ISSUER  Name : Welspun Enterprises Limited  Address : Welspun City, Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat – 370110  Tele No : +91 2836 662222  Fax No : +91 2836 279010  Email : [email protected]  Website : www.welspunenterprises.com

(ii) CORPORATE OFFICE OF THE ISSUER  Name : Welspun Enterprises Limited  Address : Welspun House, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013.  Tele No : +91 22 6613 6000  Fax No : +91 22 2490 8020  Email : [email protected]  Website : www.welspunenterprises.com

(iii) COMPLIANCE OFFICER OF THE ISSUER  Name : Priya Pakhare  Address : Welspun House, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013.  Tele No : 022 6613 6000  Fax No 022 2490 8020  Email : [email protected]  Website : www.welspunenterprises.com

(iv) CHIEF FINANCIAL OFFICER OF THE ISSUER  Name : Sridhar Narasimhan  Address : Welspun House, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013.  Tele No : 022 6613 6000  Fax No : 022 2490 8020  Email : [email protected]  Website : www.welspunenterprises.com

(vi) DEBENTURE TRUSTEE OF THE ISSUE  Name : Catalyst Trusteeship Limited : Office No. 83-87, 8th Floor, B Wing, Mittal Tower, Nariman Point, Mumbai  Address – 400021  Tele No : +91-22-49220555  Fax No : +91-22-49220505

 Email : [email protected]  Website : www.catalysttrustee.com

(vii) REGISTRAR TO THE ISSUE  Name : Link Intime India Private Limited  Address : C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai-400 083  Tele No : 022 49186000  Fax No : 022 49186060  Email : [email protected]; [email protected]  Website : www.linkintime.co.in

(viii) CREDIT RATING AGENCY A Name : Brickwork Ratings India Private Limited : 3rd Floor, Raj Alkaa Park, 29/3 & 32/2 Kalena Agrahara, Bannerghatta  Address Road, Bengaluru - 560 076  Tele No : +91 80 4040 9940  Fax No : +91 80 4040 9941  Email : [email protected]  Website : www.brickworkratings.com

(ix) AUDITORS OF THE ISSUER A Name : MGB & Co LLP, Chartered Accountants Address : Peninsula Business Park, Tower B, 19th Floor, Lower Parel, Mumbai -  400013.  Tele No : +91-22-61246124  Fax No : +91-22-61246101  Email : [email protected]  Website : www.mgbadvisors.com

B) BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF COMPANY AND ITS LINE OF BUSINESS CONTAINING ATLEAST FOLLOWING INFORMATION:-

(i) OVERVIEW:- Welspun Enterprises Ltd is a flagship infrastructure company of Welspun Group, an Indian Conglomerate Group having leadership position in large diameter Steel Pipes & Home Textiles businesses apart from significant presence in infrastructure and some business interest in other business viz Steel, Oil & Gas and Power

Welspun Enterprises Limited (WEL), rated AA- (long term) / A1+ (short term) company engaged in infrastructure business vertical with over a decade experience. Presently engaged mainly into roads construction under HAM, the one of safest business segment. The Company has been the first awardee of project under HAM being Delhi – Meerut Expressway Package I and completed it in a record time of 19 months instead of scheduled period of 30 months. In Roads segment, presently the Company has portfolio of 7 road HAM assets. Of these projects, one project i.e. Delhi Meerut Expressway is operational and already received three annuities. Remaining all the projects are having financial tie up and progress is in fast pace. The present order book of the Company stands at approx. Rs 4100 Crore with a clear business visibility of about 2 years. The Company also has business interest in Water Distribution and Oil & Gas Business exploration and production activities

10 through its subsidiary / JV. The Company had previously developed and operated PPP projects in various sectors like roads, water, and urban infrastructure.

The Company has successfully completed many prestigious projects and its key clients include, NHAI, MPRDC, HPCL, GGSRL, IOCL, MPRRDA, GSRDC, PIDB, MPSIDC etc. The Company also have vital role in implementation of various high value projects of the Welspun Group. In the highway sector alone, the Company had successfully completed six BOT (Toll) Road projects and one HAM Road Project with a total length of over 500 km.

In Oil & gas segment, the Company is presently into exploration activities through its 100% subsidiary company Welspun Natural Resources Pvt Ltd (WNRPL). WNRPL has 35% -65% Joint Venture with Adani Enterprises Ltd in Adani Welspun Private Ltd. At present there are 4 Oil & Gas blocks of which 1 block at Kutch, 2 blocks at Mumbai (under AWEL) and 1 block at Palej (under WNRPL).

WEL is unique in the Indian infrastructure space as it has a significant net cash balance (approx. Rs. 474 Crore) as on March 31, 2019, unlike most other companies in the space which are burdened with high amount of debt. The Company also has a strong net worth of approx Rs. 1600 Crore as on March 31, 2019. This has set a strong foundation for prospects of the Company.

The Company does not have any long term loan except for Equipment financing of Rs. 33.69 crores. The Company avails working capital facilities including Bank Guarantee limits for its routine business. Out of outstanding total Non-funded the Company has availed total Rs. 432.08 Crores out of which Advance payment Guarantees of Rs. 156.80 crores and Performance and Bid Guarantees of Rs. 275.28 crores.

(ii) Corporate Structures:-

(iii) KEY OPERATIONAL AND FINANCIAL PARAMETERS FOR THE LAST 3 AUDITED YEARS:-

STANDALONE BASIS: Rs. In Cr 6M Period FY 2018- FY 2017- FY 2016- Ended 19 18 17 Indicators 30.09.2019 (Un -Audited) (Audited) (Audited) (Audited) Net worth 1,666.51 1,599.28 1,457.34 1,352.39 Total Term Debts

Of which – Non Current Maturities of Long Term 18.65 5.60 46.05 51.81 Borrowings Short Term Borrowings 124.85 157.90 14.29 24.00 Current Maturities of Long Term Borrowings 30.43 7.40 6.03 4.32 Net Fixed assets 74.44 64.55 8.70 81.78 Non Current Assets 984.62 894.57 703.48 427.36 Cash & cash equivalents 10.38 90.76 5.01 248.84 Current Investments 298.02 361.22 699.23 749.77 Current assets 1,598.93 1,638.68 1,202.21 1,150.57 Current Liabilities 940.63 961.44 380.68 224.02 Net sales (net revenue including other income) 848.77 1,794.04 1,092.76 398.26

EBITDA 94.11 182.27 70.39 (29.96) EBIT 111.29 226.38 146.33 50.46 Interest 15.03 14.21 7.84 7.78 PAT 93.90 153.69 109.74 43.27 Dividend amounts 34.56 26.68 13.32 - Current ratio 1.70 1.70 3.16 5.14 Interest coverage ratio 7.40 15.93 18.67 6.48 Gross Debt/equity ratio 0.10 0.11 0.05 0.06 Debt Service Coverage Ratios

Assumptions :-  Net worth includes a) paid up equity share capital and b) other equity (consists of capital reserve, amalgamation reserve, general reserve, securities premium, share option outstanding and retained earnings)  Net Fixed assets includes Tangible, Intangible, Capital work in progress, Right-of-use assets and Assets held-for sale  Current Assets includes Cash and cash equivalents and Current investments also  Cash and Cash equivalents doesn’t includes bank balances  EBITDA calculated by adding finance cost and depreciation/ amortization and deducting Other income and exceptional items from Profit Before Tax (PBT)  EBIT calculated by adding finance cost and deducting exceptional items from Profit Before Tax (PBT).  PAT excludes Other Comprehensive Income.  Dividend amount includes Dividend Distribution Tax also  Current Ratio = Current assets/ Current liabilities  Interest Coverage Ratio= EBIT/ Finance costs  Debt Equity Ratio is calculated by dividing Debt/ Equity. Debt includes long term borrowing including current maturity of long term borrowing and short term borrowings. Equity includes paid up share capital and other equity.

Gross Debt: Equity Ratio of the Company:

Before the issue of debt securities 0.14 After the issue of debt securities 0.24

For this disclosure the Issuer has used the figure of Standalone balance sheet as on 30th April 2020.

(i) PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS:-

NOT APPLICABLE

(ii) SUBSIDIARIES OF THE COMPANY :  Welspun Natural Resources Private Limited  Welspun Projects (Himmatnagar Bypass) Private Limited (Formerly known as MSK Projects (Himmatnagar Bypass) Private Limited)  ARSS Bus Terminal Private Limited  Dewas Waterprojects Works Private Limited  DME Infra Private Limited  Welspun Amravati Highways Private Limited

 Welspun Sattanathapuram Nagapattinam Road Private Limited  Welspun Infrafacility Private Limited  Welspun Aunta - Simaria Project Private Limited  Welspun Road Infra Private Limited  Welspun Build-Tech Private Limited  Welspun Delhi Meerut Expressway Private Limited  Welspun Project (Kim Mandvi Corridor) Private Limited (Formerly known as MSK Projects (Kim Mandvi Corridor) Private Limited)  Welsteel Enterprises Private Limited

Welspun Enterprises Limited, part of the Welspun Group, is an operating company. It was incorporated on December 20, 1994, as MSK Projects Limited. Upon the change of control from MSK group to Welspun group, the Company’s name was changed from MSK Projects Limited to Welspun Projects Limited with effect from December 03, 2010. Subsequently, pursuant to the Scheme of Arrangement and Amalgamation between erstwhile Welspun Enterprises Limited, Welspun Infratech Limited, Welspun Plastics Private Limited, Welspun Infra Projects Private Limited (Transferor Companies) and Welspun Projects Limited (Transferee Company) (“Scheme”) sanctioned by the Hon’ble High Court of Gujarat and Hon’ble High Court of Bombay, which became effective from May 11, 2015, the name of the Company was changed from Welspun Projects Limited to Welspun Enterprises Limited with effect from May 29, 2015. i. DETAILS OF SHARE CAPITAL AS ON LAST QUARTER END :-

Share Capital Rs. In Crores

Authorized Share Capital 180.05 Issued, Subscribed and Paid-up Share Capital 148.45 ii. CHANGES IN ITS CAPITAL STRUCTURE AS ON LAST QUARTER END, FOR THE LAST FIVE YEARS:-

Date of change (AGM/EGM) Rs Particulars 02.03.2015 1,80,00,00,000 Authorised Share capital was modified pursuant to special resolution and Scheme of Amalgamation and Arrangement sanctioned by the Hon’ble Hight Court of Bombay and High Court of Gujarat, Ahmedabad. 20.07.2019 1,80,05,00,000 Authorised Share capital was modified pursuant to Scheme of Amalgamation of Anjar Road Private Limited with Welspun Enterprises Limited and their respective shareholders and creditors, as approved by the Hon’ble National Company Law Tribunal, Ahmedabad Bench vide its order pronounced on June 21,

2019 and became effective on July 20 2019.

iii. EQUITY SHARE CAPITAL HISTORY OF THE COMPANY AS ON LAST QUARTER END, FOR THE LAST FIVE YEARS:-

Sr. Date of Number of Face Issue Nature of Consider Cumulative Number of Equity shares Rem No. Issue/ Equity Value Price Allotment ation arks Allotment / Shares per per (IPO/FPO/ (Cash/ /Reduction issued Equity Equit Preferential Otherwis No of Equity Share Equity Share allotted Share y Issue/ Scheme/ e than in equity Capital (Rs) Premium (in (Rs.) Share Bonus/ Rights, cash) shares Rs) (Rs.) etc.) 1 11/05/2015 24,448,445 10 - Reduction in share Cash Nil capital on 15,551,555 155,515,550 Liste cancellation of d shares held by Welspun Infratech Limited in the Company, pursuant to Scheme of Amalgamation. 2 15/06/2015 157,768,980 10 - Allotment of Cash 173,320,535 1,733,205,350 Nil equity shares to Liste shareholders of d erstwhile Welspun Enterprises Limited pursuant to Scheme of Amalgamation. 3 22/02/2016 720,000 10 - ESOP Cash 174,040,535 1,740,405,350 Nil Liste d 4 18/07/2016 240,000 10 - ESOP Cash 174,280,535 1,742,805,350 Nil Liste d 5 29/03/2017 26,987,479 10 - Buy back of Equity Cash 147,293,056 1,472,930,560 Nil Shares Liste d 6 01/08/2017 240,000 10 - ESOP Cash 147,533,056 1,475,330,560 Nil Liste d 7 10/10/2018 550,000 10 - ESOP Allotment Cash 148,083,056 1,480,830,560 Nil under ESOP Liste Scheme 2017 d 8 20/11/2019 375,000 10 - ESOP Allotment Cash 148,458,056 1,484,580,560 Nil under ESOP Liste Scheme 2017 d 9 15/05/2020 225,000 10 - ESOP Allotment Cash 148,683,056 1,486,830,560 Nil To be under ESOP appli Scheme 2017 ed for Listin g

iv. DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR:- Scheme of Amalgamation of Anjar Road Private Limited (ARPL) with Welspun Enterprises Limited (WEL) and their respective shareholders and creditors was approved by the Hon’ble National Company Law Tribunal, Ahmedabad Bench vide its order pronounced on June 21, 2019 and became effective on July 20 2019. 5,84,15,951 fully paid up equity share of Rs. 10 each of WEL were issued and allotted as fully paid up to the equity shareholders of the ARPL in proportion of their holding in ARPL.

v. DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 YEAR:-

Not applicable

Type of Event Date of Announcement Date of Completion Details None

(D) DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END:-

i. SHAREHOLDING PATTERN OF THE COMPANY AS ON LAST QUARTER END – Attached Annexure-9

Sl. Particulars Total No. of No. of Shares Total No. Equity Shares in demat Shareholding as form % of total no. of equity shares 1 Promoter & Promoter Group 74,725,003 74,725,003 50.33 2 Others 73,733,053 73,497,038 49.67 Total 14,84,58,056 14,82,22,041 100.00

Notes: - Shares pledged or encumbered by the promoters (if any) – Nil

ii. LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON THE LATEST QUARTER END

S. Name of shareholder Category of Total no. of No of shares Total no shareholder equity in demat shareholding shares form as % of total no. of equity Shares 1 Balkrishan Goenka Trustee of Promoter 67,309,526 67,309,526 45.34 Welspun Group Master Trust 2 Dilipkumar Lakhi Public 67,37,625 63,37,625 4.54 3 Authum Investment And Public 4,250,402 4,250,402 2.86 Infrastructure Limited 4 Welspun Investments And Promoter 4,125,210 4,125,210 2.78 Commercials Limited 5 Life Insurance Corporation Of Public 3,871,668 3,871,668 2.61 India 6 Aryabhat Vyapar Private Limited Promoter 3,290,063 3,290,063 2.22 7 Chirag Dilipkumar Lakhi Public 28,47,034 28,47,034 1.92 8 Reliance Capital Trustee Co Ltd- Public 2,028,892 2,028,892 1.37 A/C Nippon India Retirement Fund - Wealth Creation Scheme 9 Sandeep Garg Public 18,00,000 18,00,000 1.21 10 Panna Lal C Kothari HUF Public 1,277,500 1,277,500 0.86

E) FOLLOWING DETAILS REGARDING THE DIRECTORS OF THE COMPANY:-

(i) DETAILS OF THE CURRENT DIRECTORS OF THE COMPANY *

Sr. Name, designation and DIN Age Address Director List of other directorships No. (Date of since Birth) 1 Mr. Balkrishan Goenka 15.08.1966 Rocky Isle, 46/C, Bhulabhai Desai 27.04.2010 WELSPUN INDIA LIMITED Chairman Road, Breach Candy, WELSPUN SPECIALTY SOLUTIONS LIMITED DIN : 00270175 Mumbai - 400 026. WELSPUN CORP LIMITED

Sr. Name, designation and DIN Age Address Director List of other directorships No. (Date of since Birth) WELSPUN INNOVATIVE PRODUCTS LIMITED WELSPUN ADVANCED MATERIALS (INDIA)LIMITED WELSPUN STEEL LIMITED WELSPUN WASCO COATINGS PRIVATE LIMITED ADANI WELSPUN EXPLORATION LIMITED WELSPUN LOGISTICS LIMITED WELSPUN ONE LOGISTICS PARKS PRIVATE LIMITED WELSPUN GLOBAL BRANDS LIMITED NATIONAL SKILL DEVELOPMENT CORPORATION THE ASSOCIATED CHAMBERS OF COMMERCE AND INDUSTRY OF INDIA 2 Dr. Aruna Sharma 19.08.1958 7033, Block B 10, Near B -10 Market, 29.01.2019 JINDAL STEEL AND POWER LIMITED Independent Director Vasant Kunj, South West Delhi - ARJAS STEEL PRIVATE LIMITED DIN – 06515361 110070 WELSPUN AUNTA-SIMARIA PROJECT PRIVATE LIMITED WELSPUN DELHI MEERUT EXPRESSWAY PRIVATE LIMITED 3 Mr. Mohan Tandon 28.09.1941 205, Chaleengers, Tower No. 4,Thakur 31.01.2012 AYM SYNTEX LIMITED Independent Director Village, Kandivali East Mumbai DIN : 00026460 400101 4 Mr. Raghav Chandra 31.10.1958 Qtr. No. 113, Type 5 B D 1 Near Khan 15.05.2019 VARDHMAN SPECIAL STEELS LIMITED Independent Director Market, Ravindra Nagar New Delhi THE DELHI GOLF CLUB DIN : 00057760 11000. WELSPUN AUNTA-SIMARIA PROJECT PRIVATE LIMITED 5 Mr. Rajesh Mandawewala 05.05.1962 Flat No. 171, B-Wing, 17th Floor, 06.07.2012 WELSPUN INDIA LIMITED Director Tanna Residency, Bay View, 392, WELSPUN CORP LIMITED DIN : 00007179 V.S.Marg, Prabhadevi, AYM SYNTEX LIMITED Mumbai – 400 025. MANDAWEWALA ENTERPRISES LIMITED WELSPUN FLOORING LIMITED WELSPUN INNOVATIVE PRODUCTS LIMITED WELSPUN ADVANCED MATERIALS (INDIA)LIMITED ANGEL POWER AND STEEL PRIVATE LIMITED WELSPUN STEEL LIMITED CONNECTIVE INFRASRUCTURE PRIVATE LIMITED YURA REALTIES PRIVATE LIMITED POLAIRE TRADECO PRIVATE LIMITED RRM ENTERPRISES PRIVATE LIMITED WELSPUN ONE LOGISTICS PARKS PRIVATELIMITED RRM REALTY TRADER PRIVATE LIMITED WELSPUN GLOBAL BRANDS LIMITED 6 Mr. Sandeep Garg 25.05.1960 706, 7th Floor, Casa, Grande CHS Ltd, 16.07.2012 WELSPUN NATURAL RESOURCES PRIVATE Managing Director Tower-II, Senapati Bapat Marg, Lower LIMITED DIN : 00036419 Parel, Mumbai - 400013 ADANI WELSPUN EXPLORATION LIMITED WELSPUN PROJECT (HIMMATNAGAR BYPASS) PRIVATE LIMITED (FORMERLY KNOWN AS MSK PROJECTS (HIMMATNAGAR BYPASS) PRIVATE LIMITED) WELSPUN BUILD-TECH PRIVATE LIMITED WELSPUN PROJECT (KIM MANDVI CORRIDOR) PRIVATE LIMITED (FORMERLY KNOWN AS MSK PROJECTS (KIM MANDVI CORRIDOR) PRIVATE LIMITED ARSS BUS TERMINAL PRIVATE LIMITED WELSPUN FINANCIAL SERVICES LIMITED

*None of our Directors appear in the RBI defaulter list and/or ECGC defaulter list. (ii) DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS:-

Sl. Name , Designation and Date of Director of the Remarks No. DIN appointment/ Company since Resignation/ (in case of resignation) 1 Sandeep Garg 16/07/2017 - Re-appointed as Managing

Director for a period of 5 years. 2 Mintoo Bhandari 22/11/2017 29/05/2015 Nomination withdrawn by Nominee Director appointing authority (DIN – 00054831) 3 Utsav Baijal 22/11/2017 29/05/2015 Nomination withdrawn by Alternate Director to appointing authority Mintoo Bhandari (DIN – 02592194) 4 Yogesh Agarwal 20/06/2018 12/08/2015 - Independent Director (DIN – 00947896) 5 Ram Gopal Sharma 30/10/2018 29/05/2015 - Independent Director (DIN – 00026514) 6 Mala Todarwal 04/08/2019 05/08/2014 Expiry of second term as Independent Director Independent Director (DIN – 06933515) 7 Dhruv Kaji 09/08/2019 30/05/2017 - Independent Director (DIN – 00192559) 8 Aruna Sharma 29/01/2019 - Appointed as an Independent Independent Director Director (DIN – 06515361) 9 Raghav Chandra 15/05/2019 - Appointed as an Independent (DIN – 00057760) Director

(F) FOLLOWING DETAILS REGARDING THE AUDITORS OF THE COMPANY:- i. DETAILS OF THE AUDITOR OF THE COMPANY:-

Name Address Auditors Since MGB & CO LLP Peninsula Business Park, Tower B, 01/04/2015 19th Floor, Lower Parel, Mumbai - 400013 ii. DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS:- Not applicable

Name Address Date of Date of Auditor of the Remarks Appointment / Cessation Issuer since ( in case Resignation of resignation)

(G) DETAILS OF BORROWINGS OF THE COMPANY, AS ON THE LATEST QUARTER END :-

(i) DETAILS OF SECURED LOAN FACILITIES AS ON 31.03.2020 Principal Lender's Type of Repayment Amount Security Name Facility Date /Schedule Outstanding Corporation Bank Fund Based - 18.60 Sanctioned for a period Charge on the Current

Principal Lender's Type of Repayment Amount Security Name Facility Date /Schedule Outstanding IDBI Bank Working 14.06 of one year and renewal assets of the Company Indian Bank Capital Limits 0.00 on yearly basis. Charge on the plant & machinery and other Union Bank of India 24.86 movable fixed assets

Indusind Bank Bank 0.00 excluding those IDFC First Bank 0.00 specifically charged to Karnataka Bank other lenders 89.46

Central Bank of India 37.50 Total 184.48 Corporation Bank 52.41 Charge on the Current IDBI Bank Non Fund 26.44 Sanctioned for a period assets of the Company Based - Union Bank of India 19.90 of one year and renewal Working Charge on the plant & on yearly basis. IDFC First Bank Capital Limits machinery and other (Bank movable fixed assets Guarantee) 58.05 excluding those specifically charged to other lenders

Total (*) 156.80 Tata Capital Finance Repayable upto Q1 Exclusive charge over Term Loan- 11.36 FY2022 Equipment assets financed under the Indusind Bank Repayable upto Q1 facility. 22.33 FY2022 Total 33.69 (*) Bank Guarantees being Financial Guarantee in the normal course of business towards Advance payment.

(ii) DETAILS OF UNSECURED LOAN FACILITIES AS ON 31.03.2020

Lender's Type of Amount Principal Amount Repayment Date Name Facility Sanctioned Outstanding Schedule THE NAINITAL Commercial 20 cr 20 cr 03/06/2020 BANK LTD Paper Central Bank Of Commercial 75 cr 75 cr 22/09/2020 India Paper

(iii) DETAILS OF NCDS :- NIL

Date Redemption Tenor/period Credit Secured/ Debenture Coupon Amount of on Securit of Maturity Ratin Unsecure Series Allotm Date/Schedul y g d ent e None

(iv) LIST OF TOP 10 DEBENTURE HOLDERS (AS ON 31.03.20) - NIL

Sl. Name of Debenture Holders Amount in Rupees No. None

Note: Top 10 holders’ (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided.

(v) THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG WITH NAME OF THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED. :- (Rs in Crores) Sr Name of Subsidiary / SPV / JV / Project on behalf of which CG issued Out-standing as on No 31.03.2020 Corporate Guarantee Issued to Bank 1 MBL (GSY) Road Ltd 541.69 2 MBL (CGRG) Road Ltd 425.96 3 Chikhali Tarsod Highways Pvt. Ltd 294.84 4 Dewas Waterprojects Works Pvt. Ltd 50.00 Total 1312.49 Undertaking given for Debt of Company and Its SPV 1 Welspun Aunta Simaria Road Project Pvt Ltd 40.00 Total 40.00

(vi) DETAILS OF COMMERCIAL PAPER:- THE TOTAL FACE VALUE OF COMMERCIAL PAPERS OUTSTANDING AS ON THE LATEST QUARTER END TO BE PROVIDED AND ITS BREAKUP IN FOLLOWING TABLE:

Maturity date Amt outstanding 3rd June 2020 20 Crore 22nd September 2020 75 Crore

(vii) DETAILS OF REST OF THE BORROWING ( IF ANY INCLUDING HYBRID DEBT LIKE FCCB, OPTIONALLY CONVERTIBLE DEBENTURES / PREFERENCE SHARES ) AS ON 31.03.2020:- NIL

Party Type of Amt Principal Repaym Credit Secured / Secur Name (in Facility / Sanctioned Amt ent Date Rating Unsecured Ity case Instrument / Issued outstanding / of Schedule Facility ) / Instrum ent Name None

(viii) DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY, IN THE PAST 5 YEARS .

NIL

(ix) DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE TAKEN / ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION;

NIL

(H) DETAILS OF PROMOTERS OF THE COMPANY:- i. DETAILS OF PROMOTER HOLDING IN THE COMPANY AS ON THE LATEST QUARTER END:-

Sl. Name of the Shareholders Total No. of No. of shares Total No. of % of Shares No. Equity in demat shareholding Shares pledged with Shares form as % of total Pledged respect to no. of equity shares owned shares 1 Balkrishan Goenka Trustee of 67,309,526 67,309,526 45.34 Nil Nil Welspun Group Master Trust 2 Rajesh R. Mandawewala 120 120 0.00 Nil Nil

3 Balkrishan Gopiram Goenka 84 84 0.00 Nil Nil

4 Welspun Investments and 4,125,210 4,125,210 2.78 Nil Nil Commercials Limited 5 Aryabhat Vyapar Private 3,290,063 3,290,063 2.22 Nil Nil Limited 6 Intech Metals S.A.* 0 0 0.00 Nil Nil

* The Members of the Company has approved the application made by Intech Metals S.A., a Co-promoter of the Company for its reclassification from "Promoter" category to "Public" category on March 31, 2020. The Company has submitted application for re-classification to the Stock Exchanges on April 7, 2020. The re-classification is subject to appropriate regulatory approvals.

(I) ABRIDGED VERSION OF AUDITED CONSOLIDATED (WHEREVER AVAILABLE) AND STANDALONE FINANCIAL INFORMATION ( LIKE PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) FOR AT LEAST LAST THREE YEARS AND AUDITOR QUALIFICATIONS , IF ANY. * :-

* BALANCE SHEET FOR THE LAST THREE YEARS :- Annexure 6 *PROFIT AND LOSS ACCOUNTFOR THE LAST 3 YEARS :- Annexure 6 *STATEMENT OF CASH FLOW FOR THE LAST 3 YEARS:- Annexure 6

(J) ABRIDGED VERSION OF LATEST AUDITED/ LIMITED REVIEW HALF YEARLY CONSOLIDATED (WHEREVER AVAILABLE) AND STANDALONE FINANCIAL INFORMATION (LIKE PROFIT & LOSS STATEMENT, AND BALANCE SHEET) AND AUDITORS QUALIFICATIONS, IF ANY. :- Annexure 6

*AUDITOR QUALIFICATIONS

Financial Year Auditors’ Qualifications 2018-19 Not Applicable 2017-18 Not Applicable 2016-17 Not Applicable

(K) ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY (E.G. ANY MATERIAL REGULATORY PROCEEDINGS AGAINST THE ISSUER/PROMOTERS, TAX LITIGATIONS RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT ETC) AT THE TIME OF ISSUE WHICH MAY AFFECT THE ISSUE OR THE INVESTOR’S DECISION TO INVEST / CONTINUE TO INVEST IN THE DEBT SECURITIES. :-

 List of Litigations Labour cess :-

 Sr. Party Case No. & Court Brief Facts Status No Name Name

1 MSK Writ Petition No. We were awarded contract of Rs. The matter was listed on Projects 18048/2010 34,88,39,095/- for Civil Structure works for 16.01.2014. On 16.01.2014, (India) Ltd pipeline Terminal for Vadinar – Bina Pipeline stay is granted against – Madhya Pradesh Project recovering amount from us. Petitioner High Court, Jabalpur Bench The Cess assessing authority vide its order We were informed by our Vs. dated 21/01/08 levied a cess amounting to Rs. Advocate that Client has 34,88,391/- under Building and Other deposited part amount of State of Construction Workers Welfare Cess Act, 1996. cess. Madhya Pradesh & We filed a Writ petition before Madhya Pradesh Next date is awaited. Others - High Court, Jabalpur Bench, challenging the Responde order dated 21/01/08 and the said Petition was The matter will come up as nt dismissed vide order dated 04/08/09 per due process of Court.

Thereafter, we filed Writ Appeal. The Writ appeal was disposed off vide order dated 04/08/2009 directing us to prefer appeal before Labour Commissioner.

Appeal was preferred before Labour Commissioner. Appeal before Labour Commissioner was rejected and the Company was directed to deposit a sum Rs. 43,25,605/- (Cess Amount) plus Rs.13,95,356/- (Statutory Interest for non-payment) vide order dated 10/08/10.

Against the said order of Labour Commissioner, we filed instant Writ Petition.

2 MSK Writ Petition No. We were awarded contract of The matter was listed on Projects 17727/2010 Rs. 7,69,32,929/- for Construction of Approach 16.01.2014. On 16.01.2014,

(India) Ltd Road with Construction of Bridges from Betwa stay is granted against – Madhya Pradesh River to Refinery Project recovering amount from us. Petitioner High Court, Jabalpur Bench The Cess assessing authority vide its order We were informed by our Vs. dated 21/01/08 levied a cess amounting to Rs. Advocate that Client has 7,69,329/- under Building and Other deposited part amount of State of Construction Workers Welfare Cess Act, 1996. cess. Madhya Pradesh & We filed a Writ petition challenging the order Next date is awaited. Others - dated 21/01/08 and the said Petition was Responde dismissed vide order dated 04/08/09 The matter will come up as nt per due process of Court. Thereafter we filed Writ Appeal. The Writ appeal was disposed off vide order dated 04/08/2009 directing us to prefer appeal before Labour Commissioner.

Appeal was preferred before Labour Commissioner. Appeal before Labour Commissioner was dismissed and the Company was directed to deposit a sum Rs. 9,52,727/- (Cess Amount) plus Rs.2,76,598/- (Statutory Interest for non-payment) vide order dated 05/08/10.

Against the said order of Labour Commissioner, we filed instant Writ Petition. 3 MSK Writ Petition No. We were awarded the contract of Rs. The matter was listed on Projects 17918/2010 22,23,32,550.00 for work of Site Grading, Roads 16.01.2014. On 16.01.2014, (India) Ltd Drains culvert Project stay is granted against – Madhya Pradesh recovering amount from us. Petitioner High Court, Cess assessing authority under Building and Jabalpur Bench Other Construction Workers Welfare Cess Act, Vs. 1996 levied a cess amounting to Rs. 22,23,325/- We were informed by our . Advocate that Client has State of deposited part amount of Madhya We filed a Writ petition challenging the order cess. Pradesh & dated 21/01/08 and Petition was dismissed Others - vide order dated 04/08/09 Next date is awaited. Responde nt Thereafter Writ Appeal was filed. The Writ The matter will come up as appeal was disposed off vide order dated per due process of Court. 04/08/2009.

Appeal was preferred before Labour Commissioner. Appeal before Labour Commissioner was dismissed and the Company was directed to deposit a sum Rs. 27, 56,924/- (Cess Amount) plus Rs.8,00,397/- (Statutory Interest for nonpayment) vide order dated 05/08/10.

Against the said order of Labour Commissioner, we filed instant Writ Petition.

4 MSK Writ Petition No. We were awarded the contract of Rs. The matter was listed on Projects 17718/2010 21,10,54,708/- for construction of residential 16.01.2014. On 16.01.2014, (India) Ltd for IOCL refinery staff. stay is granted against – Madhya Pradesh recovering amount from us. Petitioner High Court, Cess assessing authority under Building and Jabalpur Bench Other Construction Workers Welfare Cess Act, Next date is awaited. Vs. 1996 levied a cess amounting to Rs. 21,10,547/- . The matter will come up as State of per due process of Court. Madhya We filed a Writ petition challenging the order Pradesh & dated 21/01/08 and Petition was dismissed Others - vide order dated 04/08/09. Responde nt Thereafter Writ Appeal was filed. The Writ appeal was disposed off vide order dated 04/08/2009.

Appeal was preferred before Labour Commissioner. Labour Commissioner dismissed the Appeal and the Company was directed to deposit a sum Rs. 26, 17,078/- (Cess Amount) plus Rs.7, 59,796/- (Statutory Interest for nonpayment) vide order dated 05/08/10.

Against the said order of Labour Commissioner, we filed instant Writ Petition.

 List of Litigations Stamp Duty:-

Sr. Party Name Case No. & Court Brief Facts Status No Name

1 MSK Highway SLP (Civil) We filed Writ Petition (Civil) No. 3857 of 2004 Last date of hearing is Ltd – Petitioner 16761/2010 against the order dated 02.06.2004 of Collector 13.09.2013 (Appeal Civil No. of Stamps, Bhopal directing recovery of deficit Vs. 8990 / 2013) stamp duty amounting to Rs.1,15,44,000/- on On 13.09.2013, the Supreme Supreme Court, of the Concession agreement dated 07.05.2003. Court passed the following State of M.P & India order - Leave granted and Others - The said Writ Petition was dismissed by interim stay to continue. Respondents Hon’ble High Court of Madhya Pradesh at Jabalpur, vide its order dated 11.02.2010. The matter will come up as per due process of Court. Thereafter we filed SLP against order of Madhya Pradesh High Court. Next date is awaited

 List of Litigations files against the Company:-

Sr. Party Name Case No. & Brief Facts Status No Court Name

1 Mr. Pankaj Jain Execution Recovery for outstanding amount of Rs. We will deposit Rs. 6349/- plus Applicant Petition No. 3,211 with interest in lieu of purchase interest in Court. 41/2009 made for electrical equipment. Vs. Civil Judge, MSK Projects (India) Mangalore Ltd Respondent 2 ICICI Lombard Misc Appeal No. Insurance Company filed an Appeal for Matter was listed on General Insurance 5126/2009 reducing the amount of award (Rs. 01.04.2013 Appellant 4,62,000.00) passed by MACT Harda MP High Court, (MP) dated 13.07.2009 No further order for listing. The Vs. Jabalpur matter will come up as per due process of Court. Mr. Raju Rajendra & Others Next date is awaited. Respondents

3 State of MP Application for We filed Appeal against the order passed Next date is awaited. (Mining Officer) – un authorized in Application No. 5A/67/2005-06 dated Applicant extraction / 21.01.2007 before Collector Khandwa. removal of Vs. minerals The amount under dispute is Rs. 3,00,000/-. MSK Projects (India) Ltd - Respondent

4 ROC (Ahmedabad) – Criminal Criminal Complaint filed against the We filed an application before Complainant Complain No. company under Sec. 58 A of Companies Central Government for 2589/2010 Act, 1956. exempting us from provisions Vs. Chief Judicial of section 58A of the Magistrate, Companies Act, 1956. MSK Projects India Baroda Ltd Next Date is 24.04.2020 Mr. Ashok Khurana, Mrs. Manju Khurana, Mr. Amit Khurana, Mr. C. Mohanan & Mr. Chirag Shukla - Accused 5 Vijay Steel Suit No. B/2B/13 Civil Suit is filed for recovery of Rs. Next date is 08.04.2020 Corporation- Plaintiff 2,34.96.922.00 District Court, Vs. Indore

Welspun Projects Ltd – Defendant

6 Krishna Equipment & Civil Suit The suit is filed for recovery of Rs. The next date is 29.07.2020

Construction 37,17,691/- ( Rs. 27,95,865/- Principal Technologies Permanent Lok amount + Interest Rs. 9,21,726/-) along v/s Adalat for Public with Rs. 5.00 lac for compensation M/s.Welspun Utility Service, against harassment mentally, physically, Enterprises Ltd & SAS Nagar, financially for deficiency of service and Other Mohali also Rs. 55,000/- as cost.

(L) THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT TO THE EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS CONSENT TO THE ISSUER FOR HIS APPOINTMENT UNDER REGULATION 4 (4) AND IN ALL THE SUBSEQUENT PERIODICAL COMMUNICATIONS SENT TO THE HOLDERS OF DEBT SECURITIES. :-

The Debenture Trustee for this issue of Debentures shall be Catalyst Trusteeship Limited. The Debenture Trustee has given its written consent for its appointment and inclusion of its name in the form and context in which it appears in this Information Memorandum. Catalyst Trusteeship Limited has given their consent to the Issuer to act as debenture trustee for the Debenture Holders under Regulation 4(4) of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.

The consent letter from the Debenture Trustee is attached as Annexure 3.

Debenture Trustee Name : CATALYST TRUSTEESHIP LIMITED Address : Office No. 83-87, 8th Floor, B Wing, Mittal Tower, Nariman Point, Mumbai – 400021 Tel No : +91-22-49220555 Fax No : +91-22-49220505 Email id : [email protected]

(M) THE DETAILED RATING RATIONALE (S) ADOPTED (NOT OLDER THAN ONE YEAR ON THE DATE OF OPENING OF THE ISSUE)/ CREDIT RATING LETTER ISSUED (NOT OLDER THAN ONE MONTH ON THE DATE OF OPENING OF THE ISSUE) BY THE RATING AGENCIES SHALL BE DISCLOSED. : - Annexure 1 & 2

RATING SCALE AND RATING AGENCY.”

Other than the credit ratings mentioned hereinabove, Issuer has not sought any other credit rating from any other credit rating agency (ies) for the Debentures offered for subscription under the terms of this INFORMATION MEMORANDUM

The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agencies have the right to suspend, withdraw the rating at any time on the basis of new information etc.

Copies of Rating Letter(s) and Rating rationale(s) are enclosed elsewhere in this INFORMATION MEMORANDUM.

(N) IF THE SECURITY IS BACKED BY A GUARANTEE OR LETTER OF COMFORT OR ANY OTHER DOCUMENT / LETTER WITH SIMILAR INTENT, A COPY OF THE SAME SHALL BE DISCLOSED. IN CASE SUCH DOCUMENT DOES NOT CONTAIN DETAILED PAYMENT STRUCTURE

(PROCEDURE OF INVOCATION OF GUARANTEE AND RECEIPT OF PAYMENT BY THE INVESTOR ALONG WITH TIMELINES); THE SAME SHALL BE DISCLOSED IN THE INFORMATION MEMORANDUM. : -

Debentures are not guaranteed

(O) COPY OF CONSENT LETTER FROM THE DEBENTURE TRUSTEE SHALL BE DISCLOSED. Annexure 3

Copy of letter dated 5th May,2020 from Catalyst Trusteeship Limited conveying their consent to act as Trustee for the current issue of Debentures is enclosed elsewhere in this INFORMATION MEMORANDUM.

(P) NAMES OF ALL THE RECOGNISED STOCK EXCHANGES WHERE THE DEBT SECURITIES ARE PROPOSED TO BE LISTED CLEARLY INDICATING THE DESIGNATED STOCK EXCHANGE.

The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) Segment of the BSE Limited (“BSE”). The Company shall obtain an in-principle approval from the BSE for listing of said Debentures on its Wholesale Debt Market (WDM) Segment.

(Q) OTHER DETAILS:

i. DRR CREATION – The Issuer will create DRR as may be required in case of privately placed debentures in accordance with applicable laws, rules and regulations. ii. ISSUE/INSTRUMENT SPECIFIC REGULATIONS - RELEVANT DETAILS (COMPANIES ACT, RBI GUIDELINES, ETC). :-

The Debentures offered are subject to the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time, the provisions of the Companies Act, 2013 and applicable Rules, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018 and any other amendments thereafter read with “Operational Guidelines for issuance of Securities on Private Placement basis through an Electronic Book Mechanism” issued by BSE vide their Notice No. 20180928-24 dated September 28, 2018 and / or any subsequent guidelines as may be issued by BSE from time to time, Securities Contract Regulation Act, 1956, Income Tax Act, 1961, Memorandum and Articles of Association of the Company, terms of this Information Memorandum, Instructions contained in the Application Form and other terms and conditions as may be incorporated in the Trustee Agreement and the Trust Deed. Over and above such terms and conditions, the Debentures shall also be subject to the applicable provisions of the Depositories Act, 1996 and the laws as applicable, guidelines, notifications and regulations relating to the allotment & issue of capital and listing of securities issued from time to time by the Government of India (GoI), Reserve Bank of India (RBI), Securities & Exchange Board of India (SEBI), Ministry of Corporate Affairs, concerned Stock Exchange or any other authorities and other documents that may be executed in respect of the Debentures. Any disputes arising out of this issue will be subject to the exclusive jurisdiction of the Court at Ahmedabad, Gujarat. iii. APPLICATION PROCESS. :-

A. Who can apply.

All Invited Eligible Investors are eligible to apply for this private placement of Debentures.

The registration /enrolment process for the Eligible Investors must be guided by SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018 and any other amendments thereafter read with “Operational Guidelines for issuance of Securities on Private Placement basis through an Electronic Book Mechanism” issued by BSE vide their Notice No. 20180928-24 dated September 28, 2018 and / or any subsequent guidelines as may be issued by BSE from time to time, in this regard (the “EBP Mechanism Guidelines”). All Invited Eligible Investors will have access to the Information Memorandum and other issue specific information uploaded by the Issuer on the BSE-EBP. No other person may apply.

The Issue will be open for bidding for the Issue for the duration of the bidding window that would be communicated through the Issuer’s bidding announcement on the BSE – EBP Platform, at least 1 (one) working day before the start of the Issue Opening Date.

Nothing in this Information Memorandum shall constitute and/ or be deemed to constitute an offer or an invitation to an offer, to be made to the public or any section thereof through this Information Memorandum and this Information Memorandum and its contents should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act, 2013.

This Information Memorandum and the contents hereof are restricted for only the intended Invited Eligible Investor(s) and only such Invited Eligible Investors when specifically and directly addressed by a communication from the Issuer, inviting them to subscribe to the Debentures / offering to issue Debentures to them on a private placement basis are eligible to subscribe to the Debentures. The Invited Eligible Investors must make their own independent evaluation and judgment regarding their eligibility to invest in the Debentures offered herein.

Note: Participation by Invited Eligible Investors in the Issue may be subject to statutory and/or regulatory requirements applicable to such Invited Eligible Investors in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements/ guidelines applicable to them for investing in the Debentures, including exchange controls and other requirements.

Attention of the Invited Eligible Investors is specifically drawn to the provisions of sub-section (1) of Section 38 of the Act which is reproduced below:

“Any person who, either knowingly or recklessly makes any statement, promise or forecast which is false, deceptive or misleading, or deliberately conceals any material facts, to induce another person to enter into, or to offer to enter into,—

(a) any agreement for, or with a view to, acquiring, disposing of, subscribing for, or underwriting securities; or (b) any agreement, the purpose or the pretended purpose of which is to secure a profit to any of the parties from the yield of securities or by reference to fluctuations in the value of securities; or (c) any agreement for, or with a view to obtaining credit facilities from any bank or financial institution;

shall be liable for action under section 447.”

B. How to apply

This being a private placement Issue, the Invited Eligible Investors who have been addressed through this communication directly are eligible to apply by bidding for the Issue on the BSE-EBP by entering the bid amount in Rupees (INR) and coupon/ yield in basis points (bps) i.e. up to four decimal places (in case the issue is a cut off yield based issue), during the period commencing on the Bid Opening Time on the Bid Opening Date and ending on the Bid Closing Time on the Bid Closing Date. A bidder will only be able to enter in the amount if it is a fixed rate issue and fixed price issue. The minimum number of Debentures that can be applied for and the multiples thereof will be as set out by the Issuer at the time of initiation of the Issue on the BSE-EBP. No bidding can be made for a fraction of a Debentures.

Multiple bids by a bidder are permitted. Multiple bids by a bidder are allowed where each bid is on behalf of different investor(s). The bidder can put multiple bids for same investor provided the total of all bids entered is not equal to or more than INR15 crores or 5% of the base issue size, whichever is lower.

Bid modification is allowed during the bidding period. In last 10 minutes of the bidding period, revision is allowed only to improve the coupon / yield (in case the issue is a cut off yield based issue) and upward revision in terms of bid amount. Bid cancellation is not permitted in the last 10 minutes of the bidding period.

For further details in relation to the bidding, pre-bidding and post bidding procedure, Invited Eligible Investors should refer to the EBP Mechanism Guidelines.

C. Manner of Bidding

The Issue will be through open bidding on the BSE-EBP in line with the EBP Mechanism Guidelines.

D. Manner of Allotment in the Issue

The Issue will be on a uniform yield allotment.

E. Provisional Allocation of Debentures to be Allotted

Post completion of bidding process, if the Issuer decides to accept and proceed with the Issue, and the Invited Eligible Investors will be able to view the provisional allocation of the Debentures of their respective bid in the allocation report on the BSE–EBP (“Debentures Holders”).

If the Issue (for a fixed rate issue) is over-subscribed, the Debentures will be allotted on a time, priority basis in line with the EBP Mechanism Guidelines, in the following manner:

Bidding Scenario Allotment First case scenario Yield priority Where two or more bids are at the same yield Time-priority basis Where two or more bids have the same yield and time Pro-rata basis

F. Submission of completed Application Form

Post the provisional allocation of the Debentures, the Debentures Holders must submit the Application Form for the Debentures in the prescribed format in block letters in English as per the instructions contained therein. Application Forms should be duly completed in all respects and must be accompanied by the bank account details of the Debentures Holders and the magnetic ink character reader code of the bank for the purpose of availing direct credit of all amounts payable to the Debentures Holder(s) through electronic transfer of funds or RTGS. All duly completed Application Forms should be scanned and emailed to the Issuer alongwith all the relevant documents (as specified below) on the Issue Closing Date and forthwith followed by the original Application Form to the correspondence office of the Issuer but no later than 15 (fifteen) days from the Issue Closing Date. An Application Form, which is not complete in all respects, shall be liable to be rejected.

Documents to be provided by applicants along with the duly completed Application Form

Applicants need to submit the certified true copies of the following documentation alongwith the Application Form, as applicable:

 Memorandum and Articles of Association/ Constitution/ Bye-laws/ Trust Deed;  Government notification/ certificate of incorporation(in case of Primary Co-operative Bank and RRBs);

 SEBI registration certificate, if applicable;  Board Resolution authorizing investment along with operating instructions;  Power of Attorney/ relevant resolution/ authority to make application;  Form 15AA granting exemption from TDS on interest, if any;  Form 15G/ 15H for claiming exemption from TDS on interest on application money, if any;  Order u/s197 of Income Tax Act, 1961;  Order u/s10 of Income Tax Act, 1961;  Copy of PAN card issued by the Income Tax Department;  Specimen signatures of the authorized signatories (ink signed), duly certified by an appropriate authority.

PAN Number

Every applicant should mention its Permanent Account Number (PAN) allotted under Income Tax Act, 1961, on the Application Form and attach a self attested copy as evidence. Applications without PAN will be considered incomplete and are liable to be rejected.

Applications under power of attorney

(I) APPLICATION UNDER POWER OF ATTORNEY OR BY LIMITED COMPANIES

In case of applications made under a power of attorney or by a limited company or a body corporate or registered society or mutual fund, and scientific and/or industrial research organizations or trusts etc., the relevant power of attorney or the relevant resolution or authority to make the application, as the case may be, together with the certified true copy thereof along with the certified copy of the memorandum and articles of association and/or bye-laws as the case may be must be attached to the Application Form or lodged for scrutiny separately with the photocopy of the Application Form, quoting the serial number of the Application Form and the bank’s branch where the application has been submitted, at the office of the registrars to the Issue after submission of the Application Form to the bankers to the Issue or any of the designated branches as mentioned on the reverse of the Application Form, failing which the applications are liable to be rejected. Such authority received by the registrars to the Issue more than 10 days after closure of the subscription list may not be considered.

(II) APPLICATIONS UNDER POWER OF ATTORNEY

A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged along with the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Issuer or to its registrars or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication.

G. Issue Closing Date and Time

The Issue shall close on such date and time as shall be specified as the “Issue/ Bid Closing Date” and the “Issue/ Bid Closing Time”.

H. Pay-In Date

The Debentures Holders will be required to remit the funds for subscription towards the Debentures that have been allocated to them on the Pay-In Date.

I. Payment Instructions

On the Pay-In Date, the Debentures Holders must remit/ transfer in full, monies for subscription to the Debentures allocated to them by electronic transfer of funds/ RTGS from the bank account(s) registered with the BSE–EBP to the bank account of the Indian Clearing Corporation Limited on or before [10:30 AM] (“Pay- in Time”). Funds for the allocation of the Debentures for bids made by a bidder on behalf of the Debentures Holders must also be made from the bank account of such eligible participants. The Debentures Holders should ensure to make payment of the subscription amount for the Debentures by the Pay-in Time from their same bank account which is registered/ updated by them in the BSE - EBP. In case of mismatch in the bank account details between BSE - EBP and the bank account from which payment is done by the successful bidder, it will lead to cancellation of the bid.

The entire amount of INR 1,000,000/- per Debentures is payable on the Pay-In Date.

J. Settlement Cycle

T+1 Day (where T day is the bidding session).

K. Deemed Date of Allotment

Deemed Date of Allotment for the Issue is the Pay-In Date, by which date the Depositories (on the instruction of the Issuer) will be crediting the Debentures to the demat account of the Debentures Holders subject to EBP Mechanism Guidelines. All the benefits under the Debentures will accrue to the Debentures Holder(s) from the Deemed Date of Allotment.

L. Allotment

Upon final allocation by the Issuer, the Issuer or the Registrar on behalf of the Issue shall instruct the Depositories on the Pay-In Date, and the Depositories shall accordingly credit the allocated Debentures to the demat account of the Debentures Holders subject to EBP Mechanism Guidelines.

M. Issue Programme

Issue Opening Date: Tuesday, May 26, 2020 Issue Closing Date: Tuesday, May 26, 2020 Pay-In Date: Wednesday, May 27, 2020 Deemed Date of Allotment: Same date as Pay-in Date

N. Depository Arrangements

The Issuer has made necessary arrangements with the Depository for issue and holding of Debentures in dematerialised form.

O. Debentures held in Dematerialised form

The Issuer shall procure that the relevant Debentures are credited in dematerialised form to the depository participant account of each Debentures Holder on the Deemed Date of Allotment.

P. List of Beneficiaries

In relation to each payment/ repayment made by the Issuer to the Debentures Holders, the Issuer shall request the Depository to provide (or shall otherwise cause to be procured from the Depository) a list of beneficiaries of the Debentures as at the end of each Record Date. The relevant payment/ repayment shall be made by the Issuer to persons named as the beneficial holders of the Debentures on the relevant Record Date.

Q. Right to accept or reject Bids

The Issuer is entitled at its sole and absolute discretion to accept or withdraw the Issue after the bidding closure, without assigning any reason including if the Issuer is unable to receive the bids upto base issue size, the Invited Eligible Investor has defaulted in payment towards the allotment within the stipulated timeframe, cutoff yield in the Issue is higher than the estimated cutoff yield disclosed to the BSE-EBP, where the base issue size is fully subscribed (in case of cut off yield issue).

R. Refunds

If the Issuer chooses not to go ahead with the Issue and calls off the Issue, the Indian Clearing Corporation Limited will return the funds collected from Debentures Holders within 1 (one) Business Day from the Deemed Date of Allotment. S. For further instructions about how to make an application for applying for the Debentures and procedure for remittance of application money, please refer to the Application Form carefully.

(R) PROCEDURE FOR APPLYING FOR DEMAT FACILITY

1. The Applicant must have at least one beneficiary account with any of the DPs of NSDL/ CDSL prior to making the application. 2. The Applicant must necessarily fill in the details (including the beneficiary account number and DPs ID appearing in the Application Form under the heading ‘Details for Issue of debentures in Electronic/ Dematerialized Form’.) 3. Debentures allotted to an Applicant will be credited directly to the Applicant’s respective beneficiary account(s) with the DP. 4. For subscribing the Debentures names in the Application Form should be identical to those appearing in the account details in the depository. In case of joint holders the names should necessarily be in the same sequence as they appear in the account details in the depository. 5. Non-transferable allotment advice/refund orders will be directly sent to the Applicant by the Registrars to the Issue. 6. If incomplete/incorrect details are given under the heading ‘Details for Issue of debentures in Electronic/ Dematerialized Form’ in the Application Form it will be deemed to be an incomplete application and the same may be held liable for rejection at the sole discretion of the Issuer. 7. For allotment of Debentures the address, nomination details and other details of the Applicant as registered with his/her DP shall be used for all correspondence with the Applicant. The Applicant is therefore responsible for the correctness of his/her demographic details given in the Application Form vis-à-vis those with his/her DP. In case the information is incorrect or insufficient the Issuer would not be liable for losses, if any. 8. Payment of Interest or repayment of principal would be made to those Debenture Holders whose names appear on the list of Beneficial Owners given by the Depositories to the Issuer as on Record Date/ book closure date. In case of those Debenture for which the Beneficial Owner is not identified by the Depository as on the Record Date/ book closure date, the Issuer would keep in abeyance the payment of Interest or repayment of principal, till such time that the Beneficial Owner is identified by the Depository and conveyed to the Issuer, whereupon the Interest or principal would be paid to the beneficiaries, as identified, within a period of 30 (thirty) days. 9. The Debentures shall be directly credited to the beneficiary account as given in the Application Form and after due verification, allotment advice/ refund order, if any, would be sent directly to the Applicant by the Registrars to the Issue but the confirmation of the credit of the Debentures to the Applicants Depository account will be provided to the Applicant by the Depository Participant of the Applicant.

(S) DISCLOSURES PERTAINING TO WILLFUL DEFAULT:

(i) In case of listing of debt securities made on private placement, the following disclosures shall be made: (a) Name of the bank declaring the entity as a wilful defaulter – Not Applicable; (b) The year in which the entity is declared as a wilful defaulter - Not Applicable; (c) Outstanding amount when the entity is declared as a wilful defaulter - Not Applicable; (d) Name of the entity declared as a wilful defaulter - Not Applicable; (e) Steps taken, if any, for the removal from the list of wilful defaulters - Not Applicable; (f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions - Not Applicable; (g) Any other disclosure as specified by the Board - Not Applicable.

(ii) Neither the Issuer nor any of its promoters or directors is a wilful defaulter.

Additional covenants:

(i) Default in payment: In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of at least @ 2% p.a. over the Interest shall be payable by the Issuer for the defaulting period.

(ii) Delay in listing: In case of delay in listing of the debt securities beyond 20 days from the Deemed Date of Allotment, the Issuer will pay penal interest of at least 1% p.a. over the Coupon Rate from the expiry of 30 days from the Deemed Date of Allotment till the listing of such debt securities to the Debenture Holders.

(iii) Delay in execution of the bond trust deed: In case the issuer fails to execute the trust deed within the period specified in the regulation 15(1A) of Securities And Exchange Board Of India (Issue And Listing Of Debt Securities) Regulations, 2008, without prejudice to any liability arising on account of violation of the provisions of the SEBI Act 1992 and the SEBI Regulations, the Issuer shall also pay interest of at least two percent (2%) per annum to the Debenture Holders, over and above the agreed Coupon Rate, till the execution of the trust deed.

The aforesaid covenants shall be subject to the terms and condition set out in the Debenture Trust Deed.

*INVESTOR GRIEVANCE AND REDRESSAL SYSTEMS

Arrangements have been made to redress investor grievances expeditiously as far as possible, the Issuer endeavors to resolve the investor’s grievances within 30 days of its receipt. All grievances related to the issue quoting the Application Number (including prefix), number of Debentures applied for, amount paid on application and details of collection centre where the Application was submitted, may be addressed to the Compliance Officer at registered office of the Issuer. All investors are hereby informed that the Issuer has appointed a Compliance Officer who may be contracted in case of any pre-issue/ post-issue related problems such as non-credit of letter(s) of allotment/ Debentures certificate(s) in the demat account, non-receipt of refund order(s), interest warrant(s)/ cheque(s) etc. Contact details of the Compliance Officer are given elsewhere in this INFORMATION MEMORANDUM. Investor Relations Officer Priya Pakhare Designation/ Dept Company Secretary Address Welspun House, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013. Ph No 022 6613 6000 Fax 022 2490 8020 Email [email protected] Website www.welspunenterprises.com

(T) TERM SHEET: ISSUE DETAILS

Security Name 8.85% WELSPUN ENTERPRISES LIMITED 2023 Issuer WELSPUN ENTERPRISES LTD. Rated, Listed, Secured, Redeemable, Non-Convertible Debentures (“NCDs”) with terms and conditions specified in this Term Sheet, Type of Instrument the Debenture Trust Deed and subsequent Transaction Documents. Nature of Instrument Secured Seniority Senior Mode of Issue Private Placement The following categories of investors, when specifically contacted, are eligible to invest in these NCDs:

1. Mutual Funds, 2. Public Financial Institutions specified in Section 2(72) of the Companies Act 2013; 3. Scheduled Commercial Banks; 4. State Industrial Development Corporations; 5. Insurance Companies registered with the Insurance Regulatory and Development Authority; 6. Provident Funds, Pension Funds, Gratuity Funds and Superannuation Funds authorised to invest in the Issue*

7. National Investment Funds set up by resolution no. F. No. 2/3/2005- DDII dated November 23, 2005 of the Government of India published in the Gazette of India; 8. Companies and Bodies Corporate authorized to invest in bonds/debentures; 9. Insurance funds set up and managed by Army, Navy or Air Eligible Investors Force of the Union of India 10. Co-operative Banks and Regional Rural Banks authorized to invest in bonds/debentures; 11. Societies authorized to invest in bonds/debentures; 12. Trusts authorized to invest in bonds/debentures; 13. Foreign Portfolio Investors (not being an individual or family offices); 14. Statutory Corporations/ Undertakings established by Central/ State legislature authorized to invest in bonds/ debentures. 15. Domestic Venture Capital Funds 16. Alternative Investment Funds 17. Infrastructure Investment Trusts

*For Clarification purpose, provident funds with minimum corpus of Rs. 25 Crores and Pension Funds with minimum corpus of Rs. 25 Crores shall be considered under QIB All investors are required to comply with relevant regulations/ guidelines applicable to the, for investing in the issue of Bonds/ Debentures as per the norms approved by Government of India, Reserve Bank of India or any other statutory body from time to time Following is the list of Non-Eligible Investor Categories: Non- Eligible classes of investors 1. Minors without a guardian name (A guardian may apply on

behalf of a minor. However, Applications by minors must be made through Application Forms that contain the names of both the minor Applicant and the guardian); 2. Non-resident investors being an individual including NRIs, QFIs (Individual)and FPIs(individual); 3. Venture Capital Fund and Foreign Venture Capital Investor; 4. Overseas Corporate Bodies; and 5. Person ineligible to contract under applicable statutory/regulatory requirements. 6. Hindu Undivided Families; 7. Resident Individual Investor On the Wholesale Debt Market segment of the BSE Limited (“BSE”) . The Issuer shall make an application for listing on the Listing ( including name of stock same day as the Deemed Date of Allotment of the NCDs and Exchange(s) where it will be listed and ensure listing of the NCDs within 15 business days. In case the timeline for listing) NCDs are not listed on BSE at the end of this period, the Issuer shall immediately redeem/ buy back the NCDs. Rating of the Instrument BWR AA- by Brickwork Ratings Issue Size Rs. 175 crore Green Shoe Option to retain N.A. oversubscription (Amount ) General corporate purpose including financing of long term working capital and debt repayment No part of the proceeds would be utilized directly/indirectly Objects of the Issue or Details of the towards capital markets or land acquisition. utilization of the Proceeds The Issuer undertakes that proceeds of the current issue of Debentures shall not be used for any purpose which may be in contravention of the regulations/ guidelines/ norms issued by the RBI/ SEBI/ BSE/ Registrar of Companies, as applicable. Coupon Rate 8.85 % p.a. payable annually In case of a rating downgrade of the debenture from below AA- during the tenure of the NCDs, coupon to be increased by 25 basis points for each notch of downgrade from the date of such downgrade.

In case of rating downgrade of the debenture i.e. “A-” or below during the tenure of the NCDs or in case any new rating is Step Up/Step Down Coupon Rate assigned by any accredited rating agency to the debentures which is “A-” or below, the investor shall have an option to ask for mandatory prepayment in full/part of the outstanding NCDs together with accrued interest till the date of such prepayment. In case of mandatory prepayment, the borrower will have to repay back full or any amount as decided by Investor within 45 days from date of issue of notice to borrower after downgrade in the ratings. Coupon Payment Frequency Annually Coupon payment dates May 27th of every year Coupon Type Fixed Coupon Reset Process (including rates, spread, effective date, interest rate cap N.A. and floor etc). “Actual/ Actual” basis Day Count Basis All interest on Refunded Amount, penal interest, interest on application money, delay/ default interest shall be computed on

an “actual/actual basis”. Where the period for which such amounts are to be calculated (start date to end date) includes February 29, interest shall be computed on 366 days-a-year basis. Interest on Application Money N.A. Additional Interest of 2% p.a. over and above the agreed coupon/interest calculated for the period from the date on which any payment is due by the Issuer until the date the payment is made. Security Creation: In the event of delay in execution of Debenture Default Interest Rate trust deed or any other security documents, the Issuer shall refund the subscription at the coupon rate or shall pay penal interest of 2% per annum over the coupon rate for the delayed period till such conditions are complied with, at the option of the debenture holders. Tenor 3 Years Redemption Date May 27, 2023 Redemption Amount Entire Redemption at the end of 3rd year. Redemption Premium /Discount At Par Issue Price INR 1,00,00,00 (INR 10 Lakhs) Face Value INR 1,00,00,00 (INR 10 Lakhs) Discount at which security is issued and the effective yield as a result of N.A. such discount. In case of rating downgrade to A- or below/ assignment of a new Rating Linked Put option Date credit rating of A- or below by any accredited rating agency with a 45 days’ notice period. Put option Price N.A. Call Option Date N.A. Call Option Price N.A. Put Notification Time N.A. Call Notification Time N.A. Minimum Application 1 Debenture and in multiples of 1 Debenture thereafter Basis of Allotment (if any) N.A. De-materialised, settlement through Depository for private Issuance mode of the Instrument placement only Trading mode of the Instrument De-materialised, settlement through Depository Any payments to be made to a Debenture Holder shall be made by the Issuer in INR on the same day funds using the services of electronic clearing services (ECS), real time gross settlement Settlement mode of the Instrument (RTGS), direct credit or national electronic fund transfer (NEFT) into such bank account of the Debenture Holder as may be notified to the Issuer by such Debenture Holder or the Debenture Trustee (acting on behalf of the Debenture Holder). Means a day (other than a Sunday and Saturday or a Bank holiday on which banks are open for general business in Mumbai#. 1. If the interest payment date falls on a holiday, the payment may be made on the following working day however the dates of the future coupon payments would Business Day Convention be as per the schedule originally stipulated at the time of issuing the security. In other words, the subsequent coupon schedule would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a holiday.

2. If the Redemption Date and Coupon Payment Date of the debentures falls together on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on previous working Business Day along with interest accrued on the debentures until but excluding the date of such payment.

#In terms of the SEBI Circular No. CIR/MD/DF-1/122/2016 dated 11 Nov, 2016, interest/redemption payments shall be made only on the days when the money market is functioning in Mumbai. If the interest payment date falls on a holiday, the payment may be made on the following working day however the dates of the future coupon payments would be as per the schedule originally stipulated at the time of issuing the security. In other words, the subsequent coupon schedule would not be disturbed merely because the payment date in respect of one particular coupon payment has been postponed earlier because of it having fallen on a holiday. Effect of holidays If the Redemption Date and Coupon Payment Date of the Debentures falls together on a day that is not a Business Day, the redemption proceeds shall be paid by the Issuer on previous working Business Day along with interest accrued on the Debentures until but excluding the date of such payment. #In terms of the SEBI Circular No. CIR/MD/DF-1/122/2016 dated 11 Nov, 2016, interest/redemption payments shall be made only on the days when the money market is functioning in Mumbai. 15 days prior to Redemption Date, Installment Date or Interest Payment Date as the case may be. Record Date In the event the Record Date falls on a day which is not a Business Day, the immediately succeeding Business Day will be considered as the Record Date. Depository NSDL and/or CDSL The NCDs together with all principal, coupon, liquidated damages, default interest, fees, costs, charges, expenses and other monies and all other amounts stipulated and payable to the debenture holders (“Aggregate NCD outstanding amount”) shall be secured by way of first pari passu charge on - loans, advances and other receivables (including ICDs) from Project SPVs, other than current assets of the Company by way of Hypothecation at book value

- Second pari passu charge on the Current assets of the Security (where applicable) Company at book value, and

- Exclusive charge on Debt Service Reserve Account.

The aggregate book value of the security i.e First Pari pasu charge on and Second Pari passu charge as aforesaid should provide minimum asset cover of 1.10 times during the tenure of the NCDs at all times to be tested on half yearly basis..

The Issuer to perfect the security within 90 days from the date of allotment of the NCDs. Debt Service Reserve Account (DSRA) An amount equivalent to the interest servicing obligation of the

outstanding debentures for 1 quarters would need to be maintained by the Issuer in the DSRA account on rolling basis and the initial DSRA amount so calculated would need to be deposited within 3 days from the deemed date of allotment.

DSRA as stipulated could be maintained either in the form of cash, cash equivalent or in the units of Liquid Scheme of mutual funds or by way of a Bank Guarantee from any Private Bank having a credit rating of atleast AA or any Public Sector Bank The Bank Guarantee should be in the favour of the Debenture Trustee & to be rolled over or renewed prior to atleast 7 working days from the date of its expiry, failing which the debenture trustee would invoke the same & credit the proceeds received from the bank into the DSRA account

Prior to commencement of principal repayment, in case the call option is not exercised, the DSRA would need to be suitably augmented to take care of this enhanced servicing liability. In the event of DSRA getting utilised for making interest payments Remedial Action Consequential to to the debentures holders, such impairment of DSRA would be Impairment of DSRA fully replenished to the stipulated level within the timelines as provided in the Debenture Trust Deed. Security to be created and perfected within 90 days from the date of allotment. A penal interest of 2% p.a. over the coupon rate for the delayed period till the actual date of perfection of the security, if the Company fails to create and perfect the security within the stipulated time. Further, if the Company fails to create and perfect Security Creation the security after the extended time if any, the investors reserves the right to re-call the investment along with all outstanding.

The additional penal interest in case of default in security creation and perfection in time, shall be payable monthly and for the broken period on which the security is created and perfected. The Issuer has executed/shall execute the documents including but not limited to the following in connection with the issue:

a. Information Memorandum and the disclosure document; b. Letter appointing Trustees to the Debenture Holders; c. Debenture Trustee agreement; d. Debenture Trust deed; e. Rating agreement with the Rating Agency/ Agencies; f. Tripartite agreement between the Issuer, Registrar and NSDL Transaction Documents/ Financing for issue of Debentures in dematerialized form; Documents g. Tripartite agreement between the Issuer, Registrar and CDSL for issue of Debentures in dematerialized form; h. Letter appointing Registrar and MoU entered into between the Issuer and the Registrar; i. Application made to BSE for seeking their in-principle approval for listing of Debentures; j. Listing Agreement with BSE Such other documents as set out in the Debenture Trust Deed and other Transaction Documents.

Conditions Precedent to Including but not limited to the following: Disbursement

a. Execution of all Transaction Documents save and except security documents b. Evidence of due execution and authority for all Transaction Documents; c. Evidence that the Transaction Documents are valid and subsisting; d. Letter from trustees conveying their consent to act as trustees for the debenture holders; e. Receipt of Initial Issue Rating from the Rating Agency f. Satisfactory completion of due diligence review of the Issuer g. In-principle approval from BSE for listing of the NCDs. h. Submission of certified true copies of the Memorandum & Articles of Association and such other documents of the Issuer as may be required by the Debenture Trustee/Debenture Holders; i. All necessary board resolutions of the Issuer to the satisfaction of the Investor(s); j. List of authorized signatories of the Issuer who will be executing the Transaction Documents along with their specimen signatures; k. Shareholders resolution of the Issuer in relation to Section 180 (1)(a) and 180 (1)(c) of Companies Act, 2013 approving the current borrowing limit of the Issuer; l. Shareholders resolution of the Issuer in relation to Section 42 of Companies Act, 2013 approving the issuance of the Debentures on a private placement basis; m. Payment of all fees due under the Financing Documents; n. Undertaking from the Issuer that each of the Representations & Warranties made by the Issuer are true and correct; o. Non-occurrence of any force majeure event; p. No material adverse effect and there are no circumstances existing which could give rise, with the passage of time or otherwise, to a material adverse effect. q. Completion of KYC satisfactory to the Investors r. Execution of Debenture Trust Deed for within time frame prescribed in the relevant regulations/ act/ rules etc. s. Evidence that all the conditions precedent have been satisfied by the Company to the satisfaction of the Debenture Trustee and the receipt by the Debenture Trustee of a conditions precedent compliance certificate in this regard, in a form and manner acceptable to the Debenture Trustee.

Such other conditions/documents required by the Debenture Holder(s) in the Debenture Trust Deed and other Transaction Documents. The Issuer shall ensure that the following documents are executed/ activities are completed as per time frame mentioned herein below: a. Credit of demat account(s) of the investor(s) by number of Condition Subsequent to Debentures allotted within 3 working days from the Deemed Disbursement Date of Allotment; b. Listing the Issue within 15 days from the Deemed Date of Allotment c. End-use certificate within 30 days of Deemed Date of Allotment confirming that no part of the Issue has been used

for purpose ineligible for bank finance as per RBI guidelines and the proceeds of the Issue has been utilized solely for the end – use stated herein; d. Creation and perfection of Security within 90 days from the deemed date of allotment. e. Requisite no objection certificates from the Issuer’s existing lenders for the proposed Issue within 60 days from the deemed date of allotment. Any others as agreed between the parties in the Debenture Trust Deed and other Transaction Documents.. Events of defaults considered appropriate for an Issue of this nature including: a. Failure to pay the amounts due under the NCDs by the issuer; b. Failure to pay any liability arising on account of exercise of option by investors to seek mandatory prepayment, within the prescribed time period by the issuer; c. Failure to list or cessation of listing of the NCDs on the BSE; d. Insolvency, reorganization, liquidation, suspension of payment of debts, winding up, illegality, cessation of business by the Issuer; e. Any insolvency, liquidation or dissolution petition admitted against the Issuer f. Breach of covenants and such breach is not cured within 30 Business Days, g. Breach of any of the terms of the Transaction Documents by the Issuer and such breach is not cured within 30 Business Days; h. Invalid security or loss of lien on collateral. Cure Period of 30 days to be provided for restoring the security, i. Failure to maintain security cover above 1.10 times on the Aggregate NCD outstanding amount; j. Failure to maintain adequate insurance for Fixed Assets (cure Events of Default period of 15 days to be provided); k. Unlawfulness or unenforceability of finance or Security, l. Repudiation of any Transaction Document, m. Illegality for the Issuer to perform any of its obligations under the Transaction Document, n. The withdrawal, failure of renewal, or failure to grant any statutory or regulatory approval in any relevant jurisdiction for the Issue or any Security, o. Any material act of fraud, embezzlement, misstatement, misappropriation or siphoning off of Issuer funds or revenues or any other act having a similar effect being committed by the management or an officer of the Issuer, p. Representations or Warranties are found to be untrue or misleading when made, q. Cross default/ acceleration under agreements (subject to relevant cure periods, if any, provided in the respective agreements) for indebtedness of the issuer or any of their subsidiaries, r. In case the rating is withdrawn or suspended s. Any material adverse event, as defined in the Transaction Documents and such default is not cured within 30 Business Days.

Any other as agreed between the Issuer and in the Debenture Trust Deed and other Transaction Documents. The consequences of default will, include but not be limited to the following: a. Acceleration of all outstanding dues, cancellation of total Issue and enforcement of Security; b. To transfer assets of the Issuer comprised within the Security created in favour of Debenture Trustee or such other person by way of lease, leave and license, sale or otherwise. Any surplus realized from the transfer of assets after fulfilment of all the obligations of the Issuer under the Issue shall be paid Consequences of Event of Default to the Issuer; c. Enforce its right under the Transaction Documents; d. Charge Default Interest. It is clarified that the default interest shall be charged from the date of occurrence of event of default irrespective of the same being declared by the Investor(s) till such date the default subsists e. Any cost incurred on any of the above shall be borne by Issuer Any other as set out in the Debenture Trust Deed and other Transaction Documents. Upon the occurrence of any of the Events of Default, the Trustees shall on instructions from majority debenture holder(s), declare the amounts outstanding to be due and payable forthwith and the security created under the security documents shall become Remedies enforceable, and the Trustees shall have the right to enforce any security created pursuant to the security documents towards repayment of the amounts outstanding and/or exercise such other rights as the Trustees may deem fit under the applicable laws. Gross Debt would include (a) All Long Term (including current maturities of Long Term debt) and Short Term outstanding debt, both secured and unsecured (b) Optionally convertible debentures including redemption premium, if any (c) Any amount raised and outstanding under any kind of acceptance credit facilities Gross Debt (d) Receivables sold or discounted (to the extent on recourse basis) (e) Any form of guarantee, shortfall, liquidity support undertaking, put option liability, letter of comfort to the extent outstanding which can give rise to any financial obligations (f) Counter indemnity obligation in respects of any guarantee, standby or documented letter of credit Net Debt would mean Gross Debt “less” cash and cash equivalent Net Debt (including investment in liquid schemes of mutual funds) subject to such investments being free from any encumbrance/ lien. Tangible Net worth would comprise issued and paid up equity share capital, amount raised under compulsory convertible Tangible Net worth debentures and reserves and surpluses excluding revaluation reserves, net of intangibles (brand valuation, goodwill, etc.). Covenants Customary for financing of this nature, including but not limited

to a. Any material sale of asset/business/division or re-structuring of the existing business/split of businesses of the Issuer if affecting the interest of the lenders in the prejudicial manner will not be undertaken by the issuer without the consent of the Investor. b. No dividend, if an Event of Default has occurred and is subsisting; c. Retention of majority shareholding and Management control by existing Promoters; d. Financial Covenants to be tested on Half Yearly basis: i. Net Debt (excluding any form of guarantee or non- cash support extended to its subsidiaries) to Tangible Net Worth of the Company on standalone basis not greater than 2.00x; ii. Net Debt to Tangible Net Worth of the Company on consolidated basis not greater than 5.00x iii. Redemption of preference shares held by Promoters/ any related party loans to remain subordinate to debenture holders. Any other as agreed between the Issuer and e in the Debenture Trust Deed and other Transaction Documents. Provisions related to Cross Default As at clause “q” under Events of default Clause Customary for financing of this nature, including but not limited to a. Consolidated and standalone financial statements of the Issuer at the end of financial half years; b. Details of any material litigation, arbitration or administrative Information Undertakings proceedings; c. Notice of any change in authorized signatories of the Issuer with respect to the Debentures; Others as agreed between the Investors and the Issuer in the Debenture Trust Deed and other Transaction Documents. Customary for financing of this nature, including but not limited to Representations, warranties, covenants and defaults appropriate for an Issue of this nature, including but not limited to:  Status, binding obligation, power and authority  Validity and admissibility in evidence  Insolvency  No material misleading information  No proceedings pending or threatened of material consequence (Materiality to be determined by the Representations and Warranties Debenture Trustee)  No material adverse change or event of default  Compliance with applicable law  Security and financial indebtedness  Good title to assets  Transaction documents, disclosures, authorization and other documents.  The Issuer shall undertake to complete all formalities and pay all fees in relation to listing the NCDs on the exchange within 2 business days from the Deemed Date of Allotment.

 No change in Management control of the Issuer Any other as agreed between the Issuer and in the Debenture Trust Deed and other Transaction Documents. The Trustees shall perform its duties and obligations and exercise its rights and discretions, in keeping with the Trust Reposed in the Trustees by the Holder(s) of the debentures and shall further conduct itself and complied with the provisions of all applicable laws provided that, the provisions of Sec. 20 of the Indian Trusts Act, 1882 shall not be applicable to the Trustees. The Trustees shall carry out its duties and perform its functions as required to discharge its obligations under the terms of Companies Act 2013, SEBI Debt Regulations, the Securities and Exchange Board of India (Debenture Trustees), Regulations, 1993, the Bond/Debenture Trusteeship Agreement, Information Memorandum and all other related transaction documents with due care, diligence and loyalty. The Trustees shall be vested with the requisite powers for Role and Responsibilities of protecting the interest of Holder(s) of the debentures. The Debenture Trustee Trustees shall ensure disclosure of all material events on an ongoing basis and shall supervise the implementation of the conditions regarding creation of security for the debentures. The Issuer shall, till the redemption of debentures, submit its latest audited/limited review half yearly consolidated (wherever available) and standalone financial information such as Statement of Profit & Loss, Balance Sheet and Cash Flow Statement and Audited Qualifications, if any, to the Trustees within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide Circular No. SEBI/IMD/BOND/1/2009/11/05 dt. May 11, 2009 as amended. Besides, the Issuer shall within 180 days from the end of the Financial Year submit a copy of the latest Annual Report to the Trustees and the Trustees shall be obliged to share the details so submitted with all debenture Holder(s) within two working days of their specific request. The Issuer shall pay all third party costs and expenses on an actual basis, including legal expenses, incurred in connection with the processing, negotiation, documentation and placement of the Issue, whether or not the disbursement occurs. In addition, the Issuer shall also be responsible for all charges including stamp Costs & Expenses duty charges as well as any and all registration charges in relation to execution and delivery of the Definitive Documents and registration of the security. The Issuer shall also be responsible for all expenses in relation to listing of the NCDs on the Stock Exchange. This term sheet is being furnished to the Issuer on a confidential basis and may not be disclosed to third parties other than (i) to the directors, officers, employees, attorneys, consultants, auditors Confidentiality or affiliates of the Issuer or (ii) such disclosure as may be compelled in a judicial or administrative proceeding or as otherwise required by law. None of the Issuer or its affiliates shall discuss with another credit provider any terms offered herein. The debentures are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising Governing Law and Jurisdiction thereof shall be subject to the exclusive jurisdiction of the courts of Mumbai subject to the provisions of the Debenture Trust Deed and other Transaction Documents.

CATALYST TRUSTEESHIP LIMITED Address : Office No. 83-87, 8th Floor, B Wing, Mittal Tower, Nariman Point, Mumbai – 400021 Debenture Trustee Tel : +91-22-49220555 Fax : +91-22-49220505 Email : [email protected] Website : www.catalysttrustee.com LINK INTIME INDIA PRIVATE LIMITED Address: C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai-400 083 Tel : +91-22-49186000 Registrar Fax : +91-22-49186060 Email : [email protected] ; [email protected] Website: www.linkintime.co.in * ISSUE TIMING * Issue Opening Date May 26, 2020 Issue Closing Date May 26, 2020 Pay-in Date May 27, 2020 Deemed Date of Allotment May 27, 2020 The remittance of application money can be made through Payment Mode Electronic transfer of funds through RTGS mechanism for credit as per details given hereunder. Collection Banker: IDBI BANK LIMITED Beneficiary A/c Name WELSPUN ENTERPRISES LIMITED Beneficiary A/c Number 0187102000006316 IFSC Code IBKL0000187 Bank Branch Name & Address LOWER PAREL , MUMBAI Account Type CURRENT ACCOUNT

* Subject to deduction of tax at source as applicable. * * The Issuer reserves its sole and absolute right to modify (pre-pone/ postpone) the above issue schedule without giving any reasons or prior notice. In such a case, Investors shall be intimated about the revised time schedule by the Issuer. The Issuer also reserves the right to keep multiple Deemed Date(s) of Allotment at its sole and absolute discretion without any notice. Incase if the Issue Closing Date/ Pay in Date is/are changed (pre- poned/ postponed), the Deemed Date of Allotment may also be changed (pre-poned/ postponed) by the Issuer at its sole and absolute discretion. Consequent to change in Deemed Date of Allotment, the Coupon Payment Dates and/or Redemption Date may also be changed at the sole and absolute discretion of the Issuer.

(U) DISCLOSURE OF CASH FLOWS: as per SEBI Circular No: CIR/IMD/DF/18/2013 dated October 29, 2013 read with CIR/IMD/DF-1/122/2016 dated November 11, 2016. Company Welspun Enterprises Limited Tenure 3 Years Face Value (per security) INR 1,00,00,00 (INR 10 Lakhs) Date of Allotment May 27, 2020 Final Redemption Date May 27, 2023 Coupon Rate 8.85% Annually Frequency of the interest payment Annually, starting from May 27, 2021, May 27, 2022 & May 27, with specified dates 2023 Day count Convention Actual/Actual

Cash Flows:(Projected)

Particulars Interest Payment Date Actual Payment Date No. of Total Cash days in flow per Coupon Bond Period (in Rupees) 1st Coupon Thursday, 27 May, 2021 Thursday, 27 May, 2021 365 88,500 2nd Coupon Friday, 27 May, 2022 Friday, 27 May, 2022 365 88,500 3rd Coupon Saturday, 27 May, 2023 Friday, 26 May, 2023 365 88,500 Principal Saturday, 27 May, 2023 Friday, 26 May, 2023 1,000,000 Redemption Total 1,265,500

(V) MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF THE ISSUER:- A statement containing particulars of the dates of, and parties to all material contracts and agreements involving financial obligations of the Issuer is set out below. The following are the material documents and agreements which are available with the Debenture Trustee:

(i) Certified copy of the Memorandum and Articles of Association of the Issuer as amended till date;

(ii) Certified true copy of resolution of the Board of Directors dated May 6, 2020 authorizing the Issue attached as Annexure 7

(iii) Certified true copy of the special resolution of the shareholders dated August 12, 2019 authorizing private placement of debentures attached as Annexure 8:

(iv) Credit rating letter(s) dated 8th May 2020 from the Credit Rating Agency assigning rating for the Issue attached as Annexure 1;

(v) Annual Report of the Issuer for the Financial Year ended 2019, 2018 and 2017 attached as Annexure 6

(vi) Consent letter from the Debenture Trustee issued on 5th May 2020 attached as Annexure 3;

(vii) Consent letter from the Registrar to the Issue issued on May 6, 2020 attached as Annexure 4

(viii) Debenture Trustee Agreement between the Debenture Trustee and Issuer dated 5th May 2020;

(ix) Copy of the in-principle approval granted by BSE dated May 20, 2020 for listing of the Debentures on the WDM segment of the BSE issued pursuant to this Information Memorandum attached as Annexure 5;

(x) Tripartite agreement between NSDL, Registrar and Transfer Agent and Issuer dated 22nd May 2015 for dematerialization of securities; and

(xi) Tripartite agreement between CDSL, Registrar and Transfer Agent and Issuer dated 7th May 2015 for dematerialization of securities.

(W) FORM NO. PAS – 4:-

FORM NO. PAS – 4

PRIVATE PLACEMENT OFFER CUM APPLICATION LETTER [Pursuant to section 42 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014]

WELSPUN ENTERPRISES LIMITED Address: Welspun City, Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat - 370110 Tele No : +91 2836 662222 Fax No : +91 2836 279010 Email: [email protected] CIN: L45201GJ1994PLC023920

1) GENERAL INFORMATION: a. Name, address, website and other contact details of the Company indicating both registered office and corporate office; SR. No PARTICULARS : DETAILS (i) REGISTERED OFFICE OF THE ISSUER  Name : Welspun Enterprises Limited  Address : Welspun City, Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat – 370110  Tele No : +91 2836 662222  Fax No : +91 2836 279010  Email : [email protected]  Website : www.welspunenterprises.com  Date of : December 20, 1994 Incorporation (ii) CORPORATE OFFICE OF THE ISSUER  Name : Welspun Enterprises Limited  Address : Welspun House, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013.  Tele No : +91 22 6613 6000  Fax No : +91 22 2490 8020  Email : [email protected]  Website : www.welspunenterprises.com

 Email : [email protected]  Website : www.welspunenterprises.com b. Business carried on by the Company and its subsidiaries with the details of branches or units, if any; Refer Page no. 10-11 of IM c. Brief particulars of the management of the Company;

Sr. Name, designation and DIN Age Address Director No. (Date of since Birth) 1 Mr. Balkrishan Goenka 15.08.1966 Rocky Isle, 46/C, Bhulabhai Desai 27.04.2010 Chairman Road, Breach Candy, DIN : 00270175 Mumbai - 400 026. 2 Dr. Aruna Sharma 19.08.1958 7033, Block B 10, Near B -10 Market, 29.01.2019 Independent Director Vasant Kunj, South West Delhi – DIN – 06515361 110070 3 Mr. Mohan Tandon 28.09.1941 205, Chaleengers, Tower No. 4,Thakur 31.01.2012 Independent Director Village, Kandivali East Mumbai DIN : 00026460 400101 4 Mr. Raghav Chandra 31.10.1958 Qtr. No. 113, Type 5 B D 1 Near Khan 15.05.2019 Independent Director Market, Ravindra Nagar New Delhi DIN : 00057760 11000. 5 Mr. Rajesh Mandawewala 05.05.1962 Flat No. 171, B-Wing, 17th Floor, 06.07.2012 Director Tanna Residency, Bay View, 392, DIN : 00007179 V.S.Marg, Prabhadevi, Mumbai – 400 025. 6 Mr. Sandeep Garg 25.05.1960 706, 7th Floor, Casa, Grande CHS Ltd, 16.07.2012 Managing Director Tower-II, Senapati Bapat Marg, Lower DIN : 00036419 Parel, Mumbai – 400013 d. Names, addresses, DIN and occupations of the directors; Refer Page no 16 of IM e. Management’s perception of risk factors;- The Issuer believes that the following factors may affect its ability to fulfill its obligations under the Debentures and Investors should consider the risk factors carefully for evaluating the Company and its business before making any investment decision. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. This may include risk relating to Infrastructure such as Land acquisition issues, Mutliple clearances and associated delays, Difficulties in raising long-term funding, Too many assets available for sale combined with limited buyers, reducing valuation of assets , Inadequate regulatory framework, Interest rate risk, Competition Risk, Labour Risk and risk relating to Oil & Gas such as Commercial viability of discoveries, Infrastructure constraints for exploration and evacuation of products, Regulatory controls, and among others, business aspects, equity market, bond market, , market volatility and economic, political and regulatory risks and any combination of these and other risks.

47 f. Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of –Nil i) Statutory dues: Nil ii) Debentures and interest thereon : Not applicable iii) Deposits and interest thereon: Not applicable iv) Loan from any bank or financial institution and interest thereon: Nil g. Names, designation, address and phone number, email ID of the nodal/ compliance officer of the Company, if any, for the private placement offer process; Name : Priya Pakhare Address : Welspun House, , Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013. Tele No : 022 6613 6000 Fax No 022 2490 8020 Email : [email protected] Website : www.welspunenterprises.com h. Any default in Annual filing of the Company under the Companies Act 2013 or the rules made thereunder: No default has been made in Annual filing of the Company under the Companies Act, 2013 or the rules made thereunder

2) PARTICULARS OF THE OFFER Sr No. Particulars Details a. Financial position of the Company for Annexure 6 last 3 financial years b. Date of passing of board resolution May 6, 2020 c. Date of passing of resolution in the general meeting, authorizing the August 12, 2019 offer of securities d. Kinds of securities offered (i.e. whether share or debenture) and Refer Page no 27 of IM class of security e. Price at which the security is being offered including the premium, if any, Rs. 10,00,000/- per Debenture along with justification of the price; f. Name and address of the valuer who performed valuation of the security Not Applicable offered

48 g. Relevant date with reference to which the price has been arrived at ; [relevant date means a date atleast Not Applicable thirty days prior to the date on which the general meeting of the Company is scheduled to be held] h. The class or classes of persons to whom the allotment is proposed to As mentioned in term sheet be made i. Amount which the Company intends Rs. 175 Crores to raise by way of securities; j. Terms of raising of securities: Duration, if applicable, Rate of Refer Page no. 34 of IM dividend or rate of interest, mode of payment and repayment k. Proposed time within which the Within Two Days from Deemed date of Allotment allotment shall be completed l. The change in control, if any, in the No Change in control would occur consequent to the Company that would occur Private Placement. consequent to the private placement m. The number of persons to whom allotment on preferential basis/private placement/right issue Not Applicable has already been made during the year, in terms of number of securities as well as price n. The justification for the allotment proposed to be made for consideration other than cash Not Applicable together with valuation report of the registered valuer o. Proposed time scheduled for which the private placement offer cum Refer Page no. 44 of IM application letter is valid p. Purposes and objects of the offer Refer Page no 35 of IM q. Contribution being made by the Not Applicable

promoters or directors either as part of the offer or separately in furtherance of such objects r. Principle terms of assets charged as Refer Page no 37 of IM security, if applicable s. Details of significant and material orders passed by the Regulations, courts and tribunals impacting going Not Applicable concern status of the Company and its future prospects t. Mode of payment for subscription; 1. Cheque RTGS 2. Demand Draft 3. Other banking channels

3) THE PRE-ISSUE AND POST-ISSUE SHAREHOLDING PATTERN OF THE COMPANY IN THE FOLLOWING FORMAT;

Sr. Category Pre-issue Post-Issue No. % of share % of share No of shares held No of shares held holding holding A Promoter holding 1 Indian Individual 204 0.00% 204 0.00% Bodies Corporate 74,724,799 50.33% 74,724,799 50.33% Sub-total 74,725,003 50.33% 74,725,003 50.33% 2 Foreign promoter Sub-total (A) 74,725,003 50.33% 74,725,003 50.33% Non-Promoter B holding’s Institutional 1 11,038,163 7.44% 11,038,163 7.44% Investor Non-Institutional 2 Investor Private Corporate 13,007,396 8.77% 13,007,396 8.77% bodies Directors and 1,800,000 1.21% 1,800,000 1.21% Relatives Indian Public 42,924,299 28.92% 42,924,299 28.92%

Sr. Category Pre-issue Post-Issue No. % of share % of share No of shares held No of shares held holding holding Other [Including Non-resident 4,963,195 3.33% 4,963,195 3.33% Indians (NRIs)]

Sub-Total (B) 73,733,053 49.67% 73,733,053 49.67% Grand Total 148,458,056 100.00% 148,458,056 100.00%

4) DISCLOSURES WITH REGARD TO INTERESTOF DIRECTORS, LITIGATIONS, ETC a. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons. – Not applicable b. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the issue of private placement offer cum application letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed.- Not applicable c. Remuneration of directors (during the current year and last three financial years); Refer Annexure 6 d. Related party transactions entered during the last three financial years immediately preceding the year of issue of private placement offer cum application letter including with regard to loans made or, guarantees given or securities provided. Refer Annexure 6 e. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of issue of private placement offer cum application letter and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark: Refer Annexure 6 f. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of issue of private placement offer cum application letter in the case of company and all of its subsidiaries, and if there were any prosecution filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section- wise details thereof for the Company and all of its subsidiaries: Not applicable

51 g. Details of acts of material frauds committed against the Company in the last three years, if any, and if so, the action taken by the Company: Not applicable

5) FINANCIAL POSITION OF THE COMPANY The authorized, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value);

Particulars Number of Securities Description Aggregate Nominal Value (in Rs. Crores Authorized Capital 180050000 Equity 180.05

Issued Capital 148683056 Equity 148.68 Subscribed Capital 148683056 Equity 148.68

Paid up Capital 148683056 Equity 148.68

Paid up Capital (after - - offer) Paid up Capital (after - - - conversion of convertible instruments-if applicable)# Share Premium - - - Account Money Received - - - against Share Warrant a. Size of the present offer- 175 crore b. Paid Up Capital i. after the offer;. 148.68 Crores ii. after conversion of convertible instruments (if applicable): 148.68 Crores Share Premium Account (before and after the offer) : No changes since it is Non-Convertible Debentures c. The details of the existing share capital of the issuer company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case; Refer Page no.14 of IM

52 d. Profits of the Company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter; Rs. in Crores Year Profit before Provision for Tax (including Profit after Tax Tax adjustments for earlier years) F.Y.2018-19 232.02 78.33 153.69 F.Y.2017-18 138.49 42.92 109.74 F.Y. 2016-17 42.68 10.09 43.27

e. Dividends declared by the Company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid) Year Dividend in Crores Interest Coverage Ratio 2018-19 26.68 15.33 2017-18 13.32 18.67 2016-17 - 6.48 f. A summary of the financial position of the Company as in the three audited balance sheets immediately preceding the date of circulation of offer letter; Refer Annexure 6 g. Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter; Refer Annexure 6 h. Any change in accounting policies during the last three years and their effect on the profits and the reserves of the Company. NIL

(W) General Conditions

(a) Debenture Holder not a Shareholder

The Debenture Holder(s) will not be entitled to any of the rights and privileges available to members of the Issuer. The Debentures shall not confer upon the Debenture Holder(s) the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer subject to the terms of the Debenture Trust Deed and other Transaction Documents.

(b) Splitting and Consolidation

Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture.

(I) Communications Any communication to be made to the Debenture Trustee or Debenture Holder(s) or the Issuer shall be made in writing and, unless otherwise stated, may be made by fax, letter or electronic mail.

(II) Address – Issuer Notices and communications to be given to the Company shall be sent to: Name: Welspun Enterprises Limited Address: Welspun House, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013. Phone no: number: +91 22 6613 6000 E-mail address: [email protected]

(III) Address – Debenture Trustee Notices and communications to be given to the Debenture Trustee shall be sent to: Name: Catalyst Trusteeship Limited Address: Office No. 83-87, 8th Floor, B Wing, Mittal Tower, Nariman Point, Mumbai – 400021 Phone No : 91-22-49220555 E-mail address: [email protected]

(IV) Address – Debenture Holders Notices and communications to be given to a Debenture Holder shall be sent to the address, fax number or electronic mail address of that Debenture Holder as set out in the records of the Depository at the relevant time.

(V) Delivery

Any communication or document made or delivered by one person to another under or in connection with this Information Memorandum will only be effective: (a) if sent by fax before 5 p.m. on a working day in the place to which it is sent, when sent or, if sent by fax at any other time, at 9 a.m. on the next working day in that place, provided, in each case, that the person sending the fax shall have received a transmission receipt; (a) if by way of letter, when it has been left at the relevant address before 5 p.m. on a working day in the place to which it is sent, when sent or, if sent at any other time, at 9 a.m. on the next working day in that place or 5 Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; (b) if by way of electronic mail sent by a Debenture Holder or the Debenture Trustee to any person, when sent by the Debenture Holder or Debenture Trustee (as the case may be) unless the Debenture Holder or Debenture Trustee (as the case may be) receives a message indicating failed delivery; and (c) if by way of electronic mail sent by any person other than a Debenture Holder or the Debenture Trustee, when actually received in readable form by the Debenture Holder or the Debenture Trustee (as the case may be) and then only if it is addressed in such a manner as the Debenture Holder or Debenture Trustee (as the case may be) shall specify for this purpose, (c) and if it is expressly marked for the attention of the department or officer identified.

(VI) Provisions regarding electronic communications, reliance and language of notices shall be as per the Debenture Trust Deed.

(iii) Mode of Transfer/ Transmission of Debentures

The Debentures shall be transferable freely to all classes of investors subject to and in accordance with the applicable provisions of the Companies Act, 2013 and other Applicable Laws and in the manner provided in the Debenture Trust Deed. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the Depository and the relevant depository participant’s of the transferor or transferee. In addition, a Debenture Holder will have the right to sell participations in its Debentures to one or more persons.

It may be noted that subject to Applicable Law, the Debentures would be issued and traded in dematerialised form only.

(iv) Purchase and sale of Debentures by the Company

The Company may either directly or through any holding company, subsidiary or affiliate (the “Company Group”), at any time and from time to time, purchase Debentures (the “Company Group Debentures”) in accordance with applicable law. Any buyback of Debentures by the Company Group shall be made in compliance with the provisions applicable to redemption of Debentures. Such Company Group Debentures may, at the option of the Company, be cancelled, held or reissued at such a price and on such terms and conditions as the Company may deem fit and as permitted by law. In the event of purchase of such Debentures by the Company Group, the Company Group will not be entitled to any of the rights and privileges available to the Debenture Holders in relation to such Company Group Debentures including right to receive notices of or to attend and vote at meetings of the Debenture Holders.

(v) Purchase and sale of Company Group Debentures

The Debenture Holders holding the Company Group Debentures will not be entitled to vote at any meeting of the Debenture Holders or issue of written instructions to the Debenture Trustee, and all Company Group Debenture will be ignored for the purpose of determining whether the requisite resolution has been passed.

(vi) Tax Deduction at Source

(i) All payments to be made by the Issuer to the Secured Parties in connection with the Debentures or under the Transaction Documents shall be made free and clear of and without any tax deduction unless the Issuer is required to make a tax deduction in which case the sum payable by the Issuer to any Secured Party shall be increased to the extent necessary to ensure that such Secured Party receives a sum, net of any tax deduction, equal to the sum which it would have received if no tax deduction had been required.

(ii) The Company and the Secured Parties shall be bound by the provisions of the Debenture Trust Deed relating to tax.

(iii) In the event the Issuer is required to make a tax deduction, the Issuer shall deposit the amount of any tax deduction made by the Issuer on any amount paid by the Issuer to a Debenture Holder with the income tax authorities in accordance with the Income Tax Act, 1961.

(iv) The Issuer shall deliver the relevant tax deduction certificate to the relevant Debenture Holder in the format and within the time prescribed under the Income Tax Act, 1961 (and the rules made thereunder).

(vi) Redemption and Discharge/ Repayment Amount

Payments of the Final Redemption Amount in respect of a Debenture, shall be made by way of credit to the to the name of the Debenture Holder and in case of joint holders to the one whose name stands first in register of beneficial owners of the Debentures maintained by the Depository, as the beneficial owner of such Debentures as on the Record Date applicable to such payment, in accordance with the payment instructions of that Debentures Holder provided by the Depository to the Issuer. The Debentures shall be taken as discharged and redeemed on the Final Settlement Date in accordance with the Debenture Trust Deed.

Payment of the whole of the Final Redemption Amount and all other amounts payable under the Debenture Trust Deed as contemplated therein will be a legal discharge of the liability of the Issuer towards the relevant Debenture Holder in respect of the Final Redemption Amount on that Debenture. On payment of the Final Redemption Amount on any Debenture being made in full, the Issuer will inform the Depository and accordingly the account of the relevant Debenture Holder with the Depository shall be appropriately adjusted.

(vii) Governing Law

The Debentures are governed by and shall be construed in accordance with Indian law. Any dispute arising will be subject to the exclusive jurisdiction of the courts and tribunals at Mumbai.

(X) DECLARATION

The issuer undertakes that this Information Memorandum contains full disclosures in conformity with FORM PAS-4 prescribed under Section 42 and Rule(I) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended by Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide Circular No. LAD-NRO/GN/2012-13/19/5392 Dated October 12, 2012 and CIR/IMD/DF/18/2013 Dated October 29, 2013) and the Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2014 issued vide Circular No. LAD-NRO/GN/2013- 14/43/207 Dated January 31, 2014 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015 issued vide Circular No. LAD-NRO/GN/2014-15/25/539 dated March 24, 2015 and Securities and Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 issued vide Circular No. SEBI/ LAD-NRO/GN/2016-17/004 dated 25 may 2016 and SEBI Circular No. CIR/IMD/DF-1/122/2016 dated November 11, 2016 and SEBI Circular No. SEBI/HO/IMD/DF1/CIR/P/2016/140 dated December 23, 2016 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Issued Vide Circular No. SEBI/LAD- NRO/GN/2015-16/013 dated September 02 2015.

The Company has complied with the provisions of the Companies Act, 2013 and the rules made thereunder. It is to be distinctly understood that compliance with the Companies Act, 2013 and the rules does not imply that payment of dividend or repayment of redemption amount, is guaranteed by the Government of India.

The Company undertakes that the monies received under the issue shall be utilized only for the purposes and ‘Object of the Issue’ indicated in the Information Memorandum.

The Issuer accepts no responsibility for the statements made otherwise than in the Information Memorandum or in any other material issued by or at the instance of the issuer and that any one relying on such information from any other source would be doing so at his own risk.

The undersigned has been authorized by the Board of Directors of the Company vide resolution dated May 6, 2020 to sign this Information Memorandum and declared that all the requirements of the Companies Act, 2013, Securities Exchange Board of India (Issue and Listing of Debt Securities), Regulation, 2012 as amended circulars issued there under in respect of the subject matter of this form and matters incidental thereto have been complied with.

Whatever is stated in this Information Memorandum and in the attachments thereto is true and correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the Promoter subscribing to the Memorandum of Associations and Articles of Association of the Company.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this Information Memorandum.

Authorized Signatory

Date: May 21, 2020 Place: Mumbai

(Y) ANNEXURE(S)

1. RATING LETTER -

2. RATING RATIONALE -

3. DEBENTURE TRUSTEE CONSENT LETTER -

4. R&T AGENT CONSENT LETTER -

5. INPRINCIPLE LETTER- BSE LIMITED-

6. FINANCIALS

7. BOARD RESOLUTION

8. SHARE HOLDER – SPECIAL RESOLUTION-

9. SHAREHOLDING PATTERN

10. APPLICATION FORM

Annexure 1

Annexure -2

Annexure 3

Annexure 4

Annexure -5

From: Shelly Bisht To: COMPANYSECRETARY_WEL Cc: Debt Listing Subject: In Principle Approval_Welspun Enterprises Limited_Case ID:109200 Date: Wednesday, May 20, 2020 4:17:48 PM

Note: This email is received from an external sender outside of Welspun group domain network. Be thoughtful about opening any attachment or replying / forwarding it further. This message is displayed as per best practices of cyber security. Dear Sir, Kindly find the In-Principal Approval below: ______

DCS/COMP/SB/IP-PPDI/60/20-21 May 20, 2020

The Company Secretary Welspun Enterprises Limited Welspun City, Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat- 370110

Dear Sir/Madam,

Re: Private Placement of 1,750 Rated, Listed, Secured, Redeemable, Taxable, Non-Convertible Debentures of face value of Rs. 10 Lakh each for cash at par aggregating upto Rs. 175 Crores

We acknowledge receipt of your application on the online portal on May 20, 2020 seeking In-principle approval for issue of captioned security. In this regard, the Exchange is pleased to grant in-principle approval for listing subject to fulfilling the following conditions:

1. Filing of listing application.

2. Payment of fees as may be prescribed from time to time.

3. Complianc e with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended 2012, and submission of Disclosures and Documents as per Regulations 21, in the format specified in Schedule I of the said Regulations and also Compliance with provisions of Companies Act 2013.

4. Receipt of Statutory & other approvals & compliance of guidelines issued by the statutory authorities including SEBI, RBI, DCA etc. as may be applicable.

5. Compliance with change in the guidelines, regulations directions of the Exchange or any statutory authorities, documentary requirements from time to time

This In-Principle Approval is valid for a period of 1 year from the date of issue of this letter. The Exchange reserves its right to withdraw its in-principle approval at any later stage if the information submitted to the Exchange is found to be incomplete/ incorrect/misleading/false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Guidelines/Regulations issued by the statutory authorities etc. Further, it is subject to payment of all applicable charges levied by the Exchange for usage of any system, software or similar such facilities provided by BSE which the Company shall avail to process the application of securities for which approval is given vide this letter.

Yours faithfully, For BSE Limited

Rupal Khandelwal Raghvendra Bhat Senior Manager Deputy Manager

Note: Due to COVID-19, kindly treat this as our approval for further actions. Signed letter for the same shall be shared in due course of time. ______Regards, Shelly Bisht 9805024884

DISCLAIMER : The contents of this message may be legally privileged and confidential and are for the use of the intended recipient(s) only. It should not be read, copied and used by anyone other than the intended recipient(s). If you have received this message in error, please immediately notify the sender, preserve its confidentiality and delete it. Before opening any attachments please check them for viruses and defects. DISCLAIMER : The contents of this message may be legally privileged and confidential and are for the use of the intended recipient(s) only. It should not be read, copied and used by anyone other than the intended recipient(s). If you have received this message in error, please immediately notify the sender, preserve its confidentiality and delete it. Before opening any attachments please check them for viruses and defects. Annexure -6

Welspun Enterprises Limited Consolidated Balance Sheet (Rs in lakhs) As at As at As at As at 30 September 2019 31 March 2019 31 March 2018 31 March 2017 Assets 1. Non-current assets (a) Property, plant and equipment 8,584 8,004 2,224 2,081 (b) Right-of-use-assets 540 (c) Capital work-in-progress 6,381 12,013 6,381 6,381 (d) Intangible assets 5,899 39 464 8,930 (e) Investments in an associate and joint venture companies 55,046 53,651 39,646 3,109 (f) Financial assets - i. Investments 1,770 2,059 2,240 2,047 ii. Loans 549 565 694 6,788 iii. Receivable under service concession arrangement 53,232 63,612 45,050 12,923 iv. Others 1,427 86 - - (g) Deferred tax assets (net) 589 817 908 242 (h) Non-current tax assets 2,710 1,727 2,026 2,134 (i) Other non-current assets 1,609 1,040 999 1,440 Total non-current assets 138,335 143,613 100,632 46,075

2. Current assets (a) Inventories 118 73 71 296 (b) Financial assets i. Investments 29,940 37,661 69,923 74,977 ii. Trade receivables 41,334 28,069 3,400 1,918 iii. Cash and cash equivalents 2,719 11,550 3,252 25,776 iv. Bank balances other than (iii) above 2,125 3,416 4,511 4,876 v. Loans 6,599 11,528 11,343 5,172 vi. Receivable under service concession arrangement 1,976 7,252 12,284 - vii. Other financial assets 40,555 33,870 10,766 2,043 (c) Other current assets 28,956 12,209 1,084 1,120 Total current assets 154,322 145,628 116,634 116,178 Assets held-for-sale 53 53 2,863 49 154,375 145,681 119,497 116,227 Total assets 292,710 289,294 220,129 162,302

Equity and liabilities Equity (a) Equity share capital 14,808 14,808 14,753 14,729 (b) Other equity 131,207 130,554 119,115 111,112 Equity attributable to equity holders of the parent 146,016 145,362 133,868 125,841 Non-controlling interests 11 7 - - Total equity 146,027 145,369 133,868 125,841

Liabilities 1. Non-current liabilities (a) Financial liabilities Borrowings 40,760 40,394 41,515 12,453 (b) Provisions 3,277 3,217 3,054 2,880 (c) Deferred tax liabilities (net) 746 333 202 280 Total non-current liabilities 44,783 43,944 44,771 15,613

2. Current liabilities (a) Financial liabilities i. Borrowings 12,411 15,790 1,429 1,974 ii. Trade payables - Due of micro enterprises and small enterprises - 29 - - - Due of creditors other than micro enterprises and small 47,033 57,392 20,828 6,562 enterprises iii. Other financial liabilities 18,594 13,654 11,904 10,365 (b) Provisions 135 143 74 14 (c) Other current liabilities 23,727 12,359 6,602 1,933 (d) Current tax liabilities - 614 653 - Total current liabilities 101,900 99,981 41,490 20,848 Total equity and liabilities 292,710 289,294 220,129 162,302 Welspun Enterprises Limited Statement of Consolidated Profit and loss (Rs in lakhs) Period ended Year ended Year ended Year ended 30 September 31 March 2019 31 March 2018 31 March 2017 2019 Income Revenue from operations 83,241 178,660 106,713 30,544 Other income 5,116 7,387 11,481 10,096 Total income 88,357 186,047 118,194 40,640 Expenses Cost of materials consumed 752 1,732 1,414 1,297 Purchases of stock-in-trade - - - 5,662 Subcontracting, civil and repair work 64,871 142,923 83,739 17,060 Employee benefits expense 4,322 8,084 5,168 2,991 Finance costs 3,713 5,366 3,317 1,017 Depreciation and amortisation expense 1,278 1,149 2,359 2,090 Other expenses 4,365 6,630 8,378 6,511 Total expenses 79,301 165,884 104,375 36,628 Profit before share of profit of an associate and joint ventures and exceptional items 9,056 20,163 13,819 4,013 Share of loss from an associate and joint ventures (2,553) (1,450) (285) (202) Profit before exceptional items and tax 6,503 18,713 13,534 3,810 Exceptional items (net) - 1,985 (1,961) (2,300) Profit before tax 6,503 20,698 11,573 1,510 Tax expense - Current tax 2,435 7,766 5,297 627 - Earlier year tax - - 57 - - Deferred tax charge/ (credit) 641 256 (724) 387 Total tax expense 3,076 8,022 4,630 1,014 Profit for the year 3,427 12,676 6,943 496 Other comprehensive income (OCI) Items that will not be reclassified to profit or loss - Remeasurement gains/(losses) on defined benefit plan 15 (51) (140) (8) Income tax effect on above - 17 48 3 Share of OCI of associate - 1 0 1 Other comprehensive income for the year (net of tax) 15 (33) (92) (4) Total comprehensive income for the year 3,442 12,643 6,851 492

Basic (Rs) 2.32 * 8.58 4.71 0.29 Diluted (Rs) 2.29 * 8.53 4.66 0.28 * Not annualised Welspun Enterprises Limited (1) 0 0 Consolidated Statement of Cash Flows (1) (Rs in lakhs) Year ended Year ended Year ended 31 March 2019 31 March 2018 31 March 2017

A Cash flow from operating activities Profit before tax 20,698 11,573 1,510 Adjustments for Depreciation and amortisation expense 1,149 4,604 6,581 Loss/ (Gain) on sale/ discard of property, plant and equipment (net) (32) 4 (74) Gain on sale of assets held-for-sale (490) - - Bad debts 1 - 460 Interest income (2,625) (6,525) (7,950) Interest expense 4,885 2,880 788 Gain on sale of current investments (net) (125) (387) Gain on sale of non-current investments (1,985) (1,380) (729) Dividend income (16) (25) (26) Provision for gratuity and leave encashment 232 235 60 Sundry balances written off - 9 - Net loss on financial assets mandatorily measured at FVTPL (1,453) (4,193) - Amount receivable on stake sale of earlier years written off - - 348 Reversal of provision for Welspun Maxsteel Limited (WMSL) obligations - - (882) Realisation of contingent asset on account of income tax refund from WMSL - (43) (927) Claim revenue (BOT) - (766) Reversal of provision no longer required (99) (374) - Unclaimed liability written back - - (6) Impairment loss - 1,183 - Unwinding of discount on security deposits (4) 0 4 Expected credit loss - 1,127 1,264 Share based payments to employees 1,524 941 122 Exchange difference (net) - (27) 172 Share of loss from associate and joint venture companies 1,450 285 202 Operating profit before working capital changes 23,235 10,149 (237) Adjustments for (Increase)/ decrease in trade and other receivables (71,740) (52,811) (12,580) Increase/ (decrease) in trade and other payables 44,146 18,300 11,907 (Increase)/ decrease in inventories (3) 226 1

Cash generated/(used) from operations (4,362) (24,136) (909) Direct taxes paid (net of refund) (7,505) (4,594) (767) Net cash generated/ (used) in operating activities (A) (11,867) (28,730) (1,676)

B Cash flow from investing activities

Purchase of property, plant and equipment (including capital work-in-progress) (10,011) (314) (61) Sale of property, plant and equipment and assets held for sale 527 33 245 Gain on sale of current investments (net) 80 870 1,781 Investment in joint venture companies (6,444) (28,443) - Investment in other entity (25) (13) (2,013) Investment in associate (1,570) - - Advance towards purchase of investment - (500) - Proceeds from sale of investment in other entity 5,911 1,394 28,580 Loans given to joint venture companies (11,589) (8,899) - Loans given to associate (8,263) (44) - Loans given to others (9) (2,273) - Loans given to joint venture companies repaid 12,705 - - Loans given to associate repaid 30 45 - Loans given to others repaid 6 - - Application money for optionally convertible debentures refunded - 92 - Redemption of investment in optionally convertible debentures 181 358 - Realisation of contingent asset on account of income tax refund from WMSL - 43 927 Application money for optionally convertible debentures - - (632) Increase in other bank balances 1,008 366 (3,658) Inter-corporate deposits given - (5,000) (3,500) Inter-corporate deposits given repaid 50 10,020 4,550 Dividend received 16 25 26 Interest received 3,343 7,211 5,773 Net cash generated from investing activities (B) (14,054) (25,028) 32,018

C Cash flow from financing activities Buy back of equity shares (0) - (16,732) Share issue expenses - - (137) Proceeds from long-term borrowings 6,821 31,807 4,734 Repayment of long-term borrowings (7,683) (591) (9) Increase/ (decrease) in short-term borrowings (net) 14,360 (545) 714 Interest paid (5,158) (2,571) (788) Dividend paid including dividend distribution tax (2,667) (1,332) -

Net cash used in financing activities (C) 5,673 26,768 (12,218)

Net increase/(decrease) in cash and cash equivalents (A+B+C) (20,248) (26,991) 18,124 Cash and cash equivalents at the beginning of the year 69,670 96,662 78,538 Cash and cash equivalents at the end of the year 49,422 69,671 96,662 Notes: (Rs in lakhs) 1. Break up of cash and cash equivalents are as follows Year ended Year ended Year ended 31 March 2019 31 March 2018 31 March 2017 Current investments 37,872 66,419 70,886 Cash and cash equivalents 11,550 3,252 25,776 Total 49,422 69,671 96,662 Welspun Enterprises Limited Consolidated Statement of Cash Flow (Rs in lakhs) Period ended 30 September 2019 (Unudited) Cash flow generated from/ (used in) operating activities (9,418) Cash flow (used in) investing activities 753 Cash flow (used in) financing activities (7,847) Net (decrease) in cash and cash equivalents (16,512) Cash and cash equivalents at the beginning of the year 49,424 Cash and cash equivalents at the end of the year 32,911 Welspun Enterprises Limited Balance Sheet (Rs in Lakhs) As at As at As at As at 30 September 31 March 2019 31 March 2018 31 March 2017 2019 Assets 1. Non-current assets (a) Property, plant and equipment 6,868 6,288 504 338 (b) Right-of-use-assets 540 (c) Capital work-in-progress - 131 - - (d) Intangible assets - - 329 2,178 (e) Financial assets - - - - (i) Investments 90,559 84,935 65,054 37,464 (ii) Loans 2,355 2,190 2,346 1,954 (ii) Other financial assets 365 86 - - (f) Deferred tax assets (net) 303 539 668 - (g) Non-current tax assets 1,700 804 1,283 1,879 (h) Other non-current assets 788 903 997 1,438 Total non-current assets 103,478 95,876 71,181 45,251

2. Current assets (a) Inventories 117 73 71 296 (b) Financial assets (i) Investments 29,802 36,122 69,923 74,977 (ii) Trade receivables 50,331 34,162 11,398 1,919 (iii) Cash and cash equivalents 1,038 9,076 501 24,884 (iv) Bank balances other than (iii) above 2,042 2,074 3,876 4,549 (v) Loans 9,715 18,019 11,781 5,283 (vi) Other financial assets 40,491 52,913 21,828 2,040 (c) Other current assets 26,357 11,429 843 1,108 Total current assets 159,893 163,868 120,221 115,057 Assets held-for-sale 36 36 36 5,662 159,929 163,904 120,257 120,719 Total assets 263,407 259,780 191,438 165,970

Equity and liabilities Equity (a) Equity share capital 14,808 14,808 14,753 14,729 (b) Other equity 149,450 145,120 130,981 120,510 Total equity 164,258 159,928 145,734 135,239

Liabilities 1. Non-current liabilities (a) Financial liabilities Borrowings 1,865 560 4,605 5,181 (b) Provisions 3,222 3,148 3,031 2,868 (c) Deferred tax liabilities (net) - - - 280 Total non-current liabilities 5,087 3,708 7,636 8,329

2. Current liabilities (a) Financial liabilities (i) Borrowings 12,484 15,790 1,429 2,400 (ii) Trade payables - Due of micro enterprises and small enterprises - 29 - - Due of creditors other than micro enterprises and small enterprises 46,767 56,332 20,134 6,544 (iii) Other financial liabilities 16,161 11,206 9,268 3,547 (b) Provisions 133 139 73 14 (c) Other current liabilities 18,517 12,057 6,519 9,897 (d) Current tax liabilities 0 591 645 - Total current liabilities 94,062 96,144 38,068 22,402 Total equity and liabilities 263,407 259,780 191,438 165,970 Welspun Enterprises Limited Statement of Profit and Loss (Rs in Lakhs) Period ended Year ended Year ended Year ended 30 September 31 March 2019 31 March 2018 31 March 2017 2019 Income Revenue from operations 81,971 173,942 99,720 29,163 Other income 2,906 5,462 9,556 9,773

Total income 84,877 179,404 109,276 38,936

Expenses Cost of materials consumed 752 1,732 1,415 1,297 Purchases of stock-in-trade - - - 5,662 Subcontracting, civil and repair work 64,555 139,533 79,732 17,006 Employee benefits expense 4,157 7,726 4,951 2,888 Finance costs 1,503 1,421 784 778 Depreciation and amortisation expense 1,188 1,051 1,962 1,731 Other expenses 3,097 6,724 6,583 5,306 Total expenses 75,252 158,187 95,427 34,668

Profit before exceptional items and tax 9,625 21,217 13,849 4,268

Exceptional items (net) - 1,985 1,417 1,068

Profit before tax 9,625 23,202 15,266 5,336

Tax expense - Current tax 2,392 7,688 5,193 607 - Deferred tax charge/ (credit) 236 145 (901) 402 Total tax expense 2,628 7,833 4,292 1,009

Profit for the year 6,997 15,369 10,974 4,327 Other comprehensive income Items that will not be reclassified to profit or loss - Remeasurement gains/(losses) on defined benefit plan 1 (48) (135) (8) Income tax effect on above - 16 47 3 Other comprehensive income for the year (net of tax) 1 (32) (88) (5)

Total comprehensive income for the year 6,998 15,337 10,886 4,322

Basic (Rs) 4.72 * 10.40 7.44 2.49 Diluted (Rs) 4.68 * 10.34 7.37 2.48 * Not annualised Welspun Enterprises Limited Statement of Cash Flows (Rs in Lakhs) Year ended Year ended Year ended 31 March 2019 31 March 2018 31 March 2017

A Cash flow from operating activities Profit before tax 23,202 15,266 5,336 Adjustments for Depreciation and amortisation expense 1,051 1,962 2,853 Gain on sale/discard of property, plant and equipment (net) (32) (1,344) (74) Bad debts 1 - 460 Interest income (3,869) (5,451) (4,962) Interest expense 1,049 662 666 Gain/ (loss) on sale of current investments (net) (125) (387) Gain on sale of non-current investments (1,985) (1,380) (729) Provision for employee benefits 134 106 48 Sundry balances written off - 9 - Impairment of investment in subsidiary - 1,368 - Net gain on financial assets mandatorily measured at FVTPL (981) (3,387) (3,322) Amount receivable on stake sale of earlier years written off - - 348 Reversal of provision for Welspun Maxsteel Limited (WMSL) obligations - - (882) Realisation of contingent asset on account of income tax refund from WMSL - (43) (927) Claim revenue (BOT) - - (766) Reversal of provision no longer required (48) (355) - Unwinding of discount on security deposits (4) 0 4 Expected credit loss 1,304 1,528 1,256 Share based payments to employees 1,524 941 121 Dividend income (16) (25) (26) Operating profit before working capital changes 21,331 9,732 (983) Adjustments for (Increase) / decrease in trade and other receivables (64,083) (22,164) 368 Increase / (decrease) in trade and other payables 43,574 16,077 13,063 (Increase) / decrease in inventories (2) 225 1 Cash generated/ (used) in operating activities 820 3,870 12,449 Direct taxes paid (7,262) (3,952) (754) Net cash generated/ (used) in operating activities (A) (6,442) (82) 11,695

B Cash flow from investing activities Purchase of property, plant and equipment (including capital advances) (7,387) (305) (36) Sale of property, plant and equipment 38 34 244 Gain on sale of current investments (net) 62 870 1,781 Investment in subsidiaries (1,604) (135) (10,555) Investment in joint venture companies (6,444) (28,443) - Investment in other entities (25) (13) (2,013) Advance towards purchase of investment - (500) - Loans given to subsidiaries (22,301) (2,393) - Loans given to joint venture companies (11,589) (8,899) - Loans given to associate (30) (44) - Loans given to others (14) (2,267) - Loans given to subsidiaries repaid 3,394 1,329 - Loans given to joint ventures repaid 12,705 - - Loans given to associate repaid 30 45 - Loans given to others repaid 5 - - Application money for optionally convertible debentures refunded - 92 - Redemption of investment in optionally convertible debentures 182 358 - Proceeds from sale of investment in wholly owned subsidiary - 135 - Proceeds from sale of investment in other entities 5,911 1,394 28,580 Realisation of contingent asset on account of income tax refund from WMSL - 43 927 Application money for optionally convertible debentures - - (632) Decrease in other bank balances 1,716 673 (3,027) Inter-corporate deposits given - (5,000) (3,500) Inter-corporate deposits given repaid 50 10,020 4,550 Dividend received 16 25 26 Interest received 3,199 7,134 5,772

Net cash generated from / (used in) investing activities (B) (22,086) (25,847) 22,117 C Cash flow from financing activities Buy back of equity shares - - (16,732) Share issue expenses - - (137) Proceeds from long-term borrowings 1,300 - - Repayment of long-term borrowings (5,181) (403) (177) Increase/ (decrease) in short-term borrowings (net) 14,557 (546) 1,139 Interest paid (1,035) (640) (617) Dividend paid including dividend distribution tax (2,668) (1,332) -

Net cash used in financing activities (C) 6,973 (2,921) (16,524)

Net increase/(decrease) in cash and cash equivalents (A+B+C) (21,555) (28,850) 17,288 Cash and cash equivalents at the beginning of the year 66,920 95,770 78,482 Cash and cash equivalents at the end of the year 45,365 66,920 95,770

Notes: 1. Break up of cash and cash equivalents as follows Year ended Year ended Year ended 31 March 2019 31 March 2018 31 March 2018 Current investments 36,288 66,419 70,886 Cash and cash equivalents 9,077 501 24,884 45,365 66,920 95,770 Welspun Enterprises Limited Consolidated Statement of Cash Flows (Rs in lakhs) Period ended 30 September 2019 (Unudited) Cash flow generated from/ (used in) operating activities (13,979) Cash flow (used in) investing activities 3,460 Cash flow (used in) financing activities (4,541) Net (decrease) in cash and cash equivalents (15,061) Cash and cash equivalents at the beginning of the year 45,365 Cash and cash equivalents at the end of the year 30,304 Annexure -7

CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF WELSPUN ENTERPRISES LIMITED HELD ON MAY 6, 2020.

OFFER AND ISSUE OF RATED, REDEEMABLE, SECURED, NON-CONVERTIBLE DEBENTURES UPTO RS. 2,000 MILLION ON PRIVATE PLACEMENT BASIS.

“RESOLVED THAT consent of the Board be and is hereby accorded in accordance with Sections 42, 71 and 179 of the Companies Act, 2013 (“Act”) and the Companies (Share Capital and Debentures) Rules, 2014 and any other rules or regulations under the Act and any other act, rules, regulations as may be applicable, if any, the provisions of Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time, provisions of SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018, the Memorandum and Articles of Association of the Company and other applicable laws (including any statutory modification or re-enactment thereof for the time being in force) for the issue of 2,000 senior, rated, listed, redeemable, secured, non-convertible debentures with nominal value of INR 1,000,000/- each, aggregating upto INR 2,000 million (“Debentures”) in one or more tranches, through private placement on the terms and conditions under the Debenture Trust Deed to be executed in relation to the Debentures as may be permitted under applicable law in dematerialized form and to be subsequently listed on the Wholesale Debt Market Segment of the BSE or NSE and on the terms and conditions as set out in the Information Memorandum, and the Debenture Trust Deed and for the creation of Security pursuant to the draft terms of the issue.

“RESOLVED FURTHER THAT in accordance with Section 179 and other applicable provisions of the Act, the Board approves creation of security by way of a first ranking pari passu charge by way of hypothecation of all the rights, benefits, title and interest of the Company in the loans, advances and all other receivables of the Company (including inter corporate deposits) from Project SPVs, a second pari passu charge on all the current assets of the Company at book value and an exclusive charge over the Debenture DSRA for the purpose of securing the Debentures and all amounts outstanding in relation thereto.”

“RESOLVED FURTHER THAT the Board hereby approves the following documents required to be executed in relation to the issuance of the Debentures and all the transactions contemplated therein: (i) the Debenture Trust Deed; (ii) the Information Memorandum; (iii) the debenture trustee agreement to be entered into between the Company and the Debenture Trustee (“Debenture Trustee Agreement”); (iv) deed of hypothecation to be entered into between the Company and the Debenture Trustee for creation of security over its hypothecated assets (“Deed of Hypothecation”); and (v) all other agreements, instruments, indentures, deeds, declarations, certificates, letters, notices, writings, fee letters and other documents (whether financing, security or otherwise) as required by the Debenture Trustee or Debenture Holders in relation, or pertaining, to the transactions contemplated by, or under the above documents or in connection with the Debentures.

(together the “Debenture Documents”) and any amendments and modifications (however fundamental) to the Debenture Documents. “RESOLVED FURTHER THAT Mr. Balkrishan Goenka - Chairman, Mr. Sandeep Garg – Managing Director, Akhil Jindal – Interim Chief Financial Officer, Mr. Jitendra Jain – President (Finance) and Ms. Priya Pakhare - Company Secretary be and are hereby jointly and severally authorized:

- to decide the terms and conditions of the issue of the Debentures, timing, number, amount and form of the Debentures issue; - to sign Information Memorandum, Addendum to the Information Memorandum containing terms and conditions of the issue of the Debenture and also to execute such other documents as may be required relating to the issue of Debentures; - to finalize and appoint Lead Managers, Bankers and such other intermediaries as may be required to be appointed in relation to the issue of Debentures; and - to do all such other acts, deeds and things, as may be required relating to the issue of Debentures;

(the powers herein above mentioned shall include the power to sub-delegate any of the above powers to any of the executive of the Company).”

“RESOLVED FURTHER THAT Mr. Balkrishan Goenka - Chairman, Mr. Sandeep Garg – Managing Director, Mr. Akhil Jindal – Interim Chief Financial Officer, Mr. Jitendra Jain – President (Finance) and Ms. Priya Pakhare - Company Secretary, Mr. Rajeev Kumar – Senior Vice President (Business Development), Mr. Harshit Khandelwal – Sr. General Manager (Legal), Mr. Atul Trivedi, Mr. Manish Lakhotia, Ms. Danish Chiniwala and Ms. Vandana Patel –(hereinafter “Authorised Representatives” of the Company be and are hereby jointly and severally authorized:

- to finalize and appoint Debenture Trustee, Registrars, Printers and such other intermediaries as may be required to be appointed in relation to the issue of Debentures; - to negotiate, finalize, sign, execute and submit all the relevant agreements, deeds, documents and forms as may be required to be executed, submitted relating to the issue of Debentures; - to create security (which is required to be created by the Company) in accordance with the terms of the Debenture Trust Deed, the Information Memorandum, the Debenture Trustee Agreement, the Deed of Hypothecation and/or any documents, deeds or agreements in relation thereto in accordance with the terms of the Debenture Trust Deed and the Information Memorandum; - to make all filings and registrations, as may be necessary in relation to the issuance and the allotment of the Debenture and creation of security under the relevant security documents, including filing of Form CHG 9, relevant filing with Central Registry of Securitisation Asset Reconstruction and Security Interest of India (the “CERSAI”), the Information Memorandum and a return of allotment of securities pursuant to allotment of the Debentures with the relevant Registrar of Companies depository participant, sub-registrar and any other regulator or body all particulars; - to take all actions as may be required for the issuance, allotment and listing of the Debentures, including entering into the Listing Agreement for causing the Debentures to be listed on the wholesale debt market segment of the BSE or NSE and to complete listing formalities; - obtain all necessary authorizations from Governmental authorities and/or third parties as necessary in connection with the transactions contemplated under the Debenture Documents and complete all formalities in respect thereto; - to arrange for payment of all applicable stamp duty in respect of the Debenture Documents; - to make the necessary applications to National Securities Depository Limited (“NSDL”) or Central Depository Services (India) Limited (“CDSL”) or for rating certificates to Brickwork Ratings and such other applications to all such authorities as may be necessitated from time to time for purpose of issuances of the Debentures; - do all such acts, deeds, matters and things that the Authorized Signatories may in their absolute discretion consider necessary, proper and expedient for the purposes of fulfilment of the conditions precedent and subsequent to the issuance of Debentures as set out in the Debenture Documents including without limitation to sign, execute and deliver all certificates, letters, documents and writings required under the Debenture Documents; - to do all such other acts, deeds and things, including interaction with the depositories, stock exchanges and other relevant authorities, as may be required relating to the issue of Debentures.”

“RESOLVED FURTHER THAT the Common Seal of the Company, if required, be taken out of the Registered Office of the Company and be affixed on any of the Debenture Documents or on any agreement, undertaking, deed or other document to give effect to the above resolution, in the presence of any of the Authorised Representatives, who shall sign the same in token of his/ her presence.”

For Welspun Enterprises Limited

Sd/- Priya Pakhare Company Secretary FCS - 7805 Annexure -8

Annexure -9

Holding of specified Securities Welspun Enterprises Limited 1 Name of Listed Entity :

2 Scrip Code / Name of Scrip / Class of security: BSE Code : 532553 NSE Code : WELENT Class : Equity

3 Shareholding Pattern filed under : Reg. 31(1)(a) / Reg. 31(1)(b) / Reg. 31(1)(c ) Reg 31(1)(b) a. If under 31(1)(b) then indicate the report for Quarter ending 31.03.2020 b. If under 31(1)(c) then indicate the date of allotment / extinguishment

4 Declaration : The Listed entity is required to submit the following declaration to the extent of submission of information:-

Particulars Yes* No* 1 Whether the Listed Entity has issued any partly paid up shares? No 2 Whether the Listed Entity has issued any Convertible securities or warrants? No 3 Whether the Listed Entity has any shares against which depository receipts are issued? No 4 Whether the Listed Entity has any shares in locked-in? Yes 5 Whether any shares held by promoters are pledged or otherwise encumbered ? No 6 Whether company has equity shares with differential voting rights? No 7 Whether the listed entity has any significant beneficial owner ? Yes

* If the Listed Entity selects the option 'No' for the questions above, the columns for the partly paid up shares, Outstanding, Convertible Securities / Warrants, depository receipts, Locked-in shares, No of shares pledged or otherwise encumbered by promoters, as applicable, shall not be displayed at the time of dissemination on the Stock Exchange website. Also wherever there is 'No' declared by Listed Entity in above table the values will be considered as 'zero' by default on submission of the format of holding of specified securities.

5 The tabular format for disclosure of holding of specified securities is as follows:- Table I- Summary Statement holding of specified securities Categ Category of Number of No. of fully No of No of Shares Total nos. of Share holding as a % Number of Voting Rights held in each class of No. of Shareholding, Number of Locked-in Number of Number of ory Shareholder Shareholde paid up equity partly underlying Shares held of total no. of shares securities Shares as a % Shares Shares equity shares (I) (II) rs (III) shares held paid Depository (VII) (calculated as per (IX) Underl assuming full (XII) pledged or held in (IV) up Receipts =(IV)+(V)+ (VI) SCRR, 1957) ying conversion of otherwise dematerialized equity (VI) (VIII) Outsta convertible encumbere form shares As a % of (A+B+C2) nding securities (as a d (XIII) (XIV) held convert percentage of (V) ible diluted share securiti capital) No of Voting Rights Total as a es (XI)=(VII)+(X) % of (includ As a % of (A+B+C) ing (A+B+ C2) warran ts) (X) As a % of As a % of total No. total shares No. share (a) held (a) Class : Class : s Total (b) Equity NA held (b)

(A) Promoter & Promoter Group 5 74,725,003 - - 74,725,003 50.33 74,725,003 - 74,725,003 50.33 - 50.33 - - NA 74,725,003 (B) Public 50,732 73,733,053 - 73,733,053 49.67 73,733,053 - 73,733,053 49.67 - 49.67 616,666 0.84 NA 73,497,038 (C ) Non- Promoter- Non Public ------NA - Shares underlying DRs ------NA - - NA - (C 2) Shares held by Employee Trusts ------NA - Total 50,737 148,458,056 - - 148,458,056 100.00 148,458,056 - 148,458,056 100.00 - 100.00 616,666 0.42 - 148,222,041 Table II- Statement showing shareholding pattern of the Promoter and Promoter Group Category & Name of No. of Number of Number of equity the shareholders Sharehol Share Locked-in shares held in No. of Number of (I) ders (III) holding Shares dematerialized Number of Voting Rights held in each class of Shares Shares pledged % (XII) form securities Underl or otherwise calculat (XIV) (IX) ying encumbered No. of ed as Outsta Shareholding, as a % (XIII) partly No. of per nding assuming full conversion of No. of Fully paid paid Shares SCRR, Total nos. of convert convertible securities (as a up equity shares up under lying 1957 Shares held ible percentage of diluted share held equity Depository (VII=IV+V+VI) No. of Voting Rights securiti capital) (IV) shares Receipts As a % Total as es (XI)=(VII)+(X) As a % As a % held (VI) of a % of (includ As a % of (A+B+C2) of total of total (V) (A+B+ No. No. Total ing shares shares C2) (a) (a) Voting warran held held (VIII) Class : Class: Total rights ts) (b) (b) Equity NA (X)

1 Indian (a) Individuals/Hindu undivided Family 2 204 - - 204 0.00 204 - 204 0.00 - 0.00 - - - - 204

(i) Rajesh R. Mandawewala 1 120 - - 120 0.00 120 - 120 0.00 - 0.00 - - - - 120 (ii) Balkrishan Gopiram Goenka 1 84 - - 84 0.00 84 - 84 0.00 - 0.00 - - - - 84 (b) Central Government /State Government (s) ------(c ) Financial Institutions/ Banks ------(d) Any Other (specify) ------Bodies Corporate 3 74,724,799 - - 74,724,799 50.33 74,724,799 - 74,724,799 50.33 - 50.33 - - - - 74,724,799 (i) Balkrishan Goenka as Trustee of 1 67,309,526 -- 67,309,526 45.34 67,309,526 67,309,526 45.34 - 45.34 67,309,526 Welspun Group Master Trust (ii) Welspun Investments & Commercials 1 4,125,210 - - 4,125,210 2.78 4,125,210 - 4,125,210 2.78 - 2.78 - - - - 4,125,210 Limited (iii) Aryabhat Vyapar Private Limited 1 3,290,063 - - 3,290,063 2.22 3,290,063 3,290,063 2.22 2.22 3,290,063 Sub-Total (A)(1) 5 74,725,003 - - 74,725,003 50.33 74,725,003 - 74,725,003 50.33 - 50.33 - - - - 74,725,003 2 Foreign Individuals (Non-Resident Individuals/ (a) Foreign Individuals) ------(b) Government ------(c ) Institutions ------(d) Foreign Portfolio Investor ------(e ) Any Other (specify) ------Intech Metals S.A.* ------Sub-Total (A)(2) ------Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 5 74,725,003 - - 74,725,003 50.33 74,725,003 - 74,725,003 50.33 - 50.33 0.00 0.00 0.00 0.00 74,725,003

Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc. : NIL Note: (1) PAN would not be displayed on website of Stock Exchange(s). (2) The term “Encumbrance” has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. * The Members of the Company has approved the application made by Intech Metals S.A., a Co-promoter of the Company for its reclassification from " Promoter" category to "Public" category on March 31, 2020. The Company has submitted application for re-classification to the Stock Exchanges on April 7, 2020. The re-classification is subject to appropriate regulatory approvals. Table III- Statement showing shareholding pattern of the Public Shareholder Category & Name of Number No. of Fully paid No. of No. of Shares Total nos. of Sharehol No. of Shares Share Number of Locked-in Number of Number of the shareholders of up equity shares partly paid under lying Shares held ding % Under lying holding, as Shares Shares equity shares Number of Voting Rights held in each class of Out standing (I) Share held up equity Depository (VII=IV+V+VI calculate a % (XII) pledged or held in securities convertible holders (IV) shares held Receipts ) d as per assuming otherwise dematerialized (IX) securities (III) (V) (VI) SCRR, full encumbered form 1957 (including conversion (XIV) warrants) (XIII) As a % of of (X) (A+B+C2 Total as convertible No. As a % of No. As a % ) a % of securities (a) total shares (a) of total (VIII) No. of Voting Rights Total (as a held shares Voting percentage (b) held rights of diluted (b) Class : Class: Total share Equity NA capital) (XI)=(VII)+( X) As a % of (A+B+C2)

1 Institutions (a) Mutual Funds 1 2,028,892 - - 2,028,892 1.37 2,028,892 - 2,028,892 1.37 - 1.37 - - NA 2,028,892 Reliance Capital Trustee Co Ltd-A/C Nippon India 1 2,028,892 - - 2,028,892 1.37 2,028,892 - 2,028,892 1.37 - 1.37 - - NA 2,028,892 Retirement Fund - Wealth Creation Scheme

(b) Venture Capital Funds ------NA - (c ) Alternate Investment Funds 1 1,087,880 - - 1,087,880 0.73 1,087,880 - 1,087,880 0.73 - 0.73 - - NA 1,087,880 (d) Foreign Venture Capital Investors ------NA - ( e) Foreign Portfolio Investors 29 3,588,061 - - 3,588,061 2.42 3,588,061 - 3,588,061 2.42 - 2.42 - - NA 3,588,061 (f) Financial Institutions/ Banks 4 4,171,330 - - 4,171,330 2.81 4,171,330 - 4,171,330 2.81 - 2.81 - - NA 4,171,330 1 3,871,668 - - 3,871,668 2.61 3,871,668 - 3,871,668 2.61 - 2.61 - - NA 3,871,668 Life Insurance Corporation of India and its funds (g) Insurance Companies 1 162,000 - - 162,000 0.11 162,000 - 162,000 0.11 - 0.11 - - NA 162,000 (h) Provident Funds/ Pension Funds ------NA - (i) Any Other (specify) ------NA - Sub-Total (B)(1) 36 11,038,163 - - 11,038,163 7.44 11,038,163 - 11,038,163 7.44 - 7.44 - - - 11,038,163 Central Government/ State Government(s)/ ------NA - 2 President of India Sub-Total (B)(2) ------NA - 3 Non-institutions (a) Individuals - i. Individual shareholders holding nominal share 47,482 15,664,615 - 15,664,615 10.55 15,664,615 - 15,664,615 10.55 - 10.55 - NA 15,464,432 capital up to Rs. 2 lakhs. ii. Individual shareholders holding nominal share 158 29,059,684 - - 29,059,684 19.57 29,059,684 - 29,059,684 19.57 - 19.57 616,666 2.12 NA 29,059,684 capital in excess Rs. 2 lakhs. Chirag Dilipkumar Lakhi 2,847,034 - - 2,847,034 1.92 2,847,034 - 2,847,034 1.92 - 1.92 - - NA 2,847,034 Dilipkumar Lakhi 6,737,625 - - 6,737,625 4.54 6,737,625 - 6,737,625 4.54 - 4.54 - - NA 6,737,625 Sandeep Garg 1,800,000 - - 1,800,000 1.21 1,800,000 1,800,000 1.21 - 1.21 400,000 22.22 NA 1,800,000 ------(b) NBFCs registered with RBI 2 25,000 - - 25,000 0.02 25,000 - 25,000 0.02 - 0.02 - - NA 25,000 (c ) Employee Trusts ------NA - (d) Overseas Depositories ------NA - (holding DRs) (balancing figure) (e ) Any Other (specify) 3,054 17,945,591 - 17,945,591 12.09 17,945,591 - 17,945,591 12.09 - 12.09 - - NA 17,909,759

(i) Hindu Undivided Family 1,431 2,966,514 - - 2,966,514 2.00 2,966,514 - 2,966,514 2.00 - 2.00 - - NA 2,966,514 (ii) Non Resident Indians (Non Repat) 331 423,547 - - 423,547 0.29 423,547 - 423,547 0.29 - 0.29 - - NA 423,547 (iii) Non Resident Indians (Repat) 627 1,325,761 - - 1,325,761 0.89 1,325,761 - 1,325,761 0.89 - 0.89 - - NA 1,293,409 (iv) Clearing Members 78 184,973 - - 184,973 0.12 184,973 - 184,973 0.12 - 0.12 - - NA 184,973 (v) IEPF 1 31,176 - - 31,176 0.02 31,176 - 31,176 0.02 - 0.02 - - NA 31,176 (vi) Unclaimed Shares 1 31,224 31,224 0.02 31,224 31,224 0.02 0.02 31,224 (vii) Bodies Corporate 585 12,982,396 - - 12,982,396 8.74 12,982,396 - 12,982,396 8.74 - 8.74 - - NA 12,978,916 Authum Investment And Infrastructure Limited 1 4,250,402 - - 4,250,402 2.86 4,250,402 - 4,250,402 2.86 - 2.86 - - NA 4,250,402 Sub-Total (B)(3) 50,696 62,694,890 - - 62,694,890 42.23 62,694,890 - 62,694,890 42.23 - 42.23 616,666 0.98 NA 62,458,875 Total Public Shareholding (B)= 50,732 73,733,053 - - 73,733,053 49.67 73,733,053 - 73,733,053 49.67 - 49.67 616,666 0.84 NA 73,497,038 (B)(1)+(B)(2)+(B)(3) Details of the shareholders acting as persons in Concert including their Shareholding (No. and %) A separate sheet is attached

No. of shareholders Outstanding shares in unclaimed suspense account 1 31,224 The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. Note: 1) PAN would not be displayed on website of Stock Exchange(s). (2) The above format needs to be disclosed along with the name of following persons:Institutions/Non Institutions holding more than 1% of total number of shares. (3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available and the balance to be disclosed as held by custodian Table IV- Statement showing shareholding pattern of the Non Promoter-Non Public Shareholding Category & Name of PAN Number Number of the shareholders (II) of Locked-in Number of (I) Share Shares Shares Number of Voting Rights held in each class of holders Share (XII) pledged or securities (III) holding, as otherwise (IX) a % encumbered assuming Share (XIII) full holding % No. of Shares conversion No. of No. of calculated Under lying of Number of Fully partly No. of Shares as per Total nos. of Out standing convertible equity shares paid up paid up underlying SCRR, 1957 Shares held convertible securities held in equity equity Depository No. of Voting Rights (VII=IV+V+ securities (as a dematerializ shares shares Receipts As a % of VI) (including percentage ed form held held (VI) (A+B+C2) Total as As a % As a % warrants) of diluted (XIV) (IV) (V) (VIII) a % of of total of total (X) share No. No. Total shares shares capital) (a) (a) Voting held held (XI)=(VII)+( rights (b) (b) X) Class: Class: As a % of Total Equity NA (A+B+C2)

1 Custodian/DR Holder ------NA - 2 Employee Benefit Trust (under SEBI (Share based Employee ------NA - Benefit) Regulations, 2014) (a) Name (abc… Total Non-Promoter- Non Public Shareholding ------NA - (C)= (C)(1)+(C)(2) Note 1) PAN would not be displayed on website of Stock Exchange(s). (2) The above format needs to disclose name of all holders holding more than 1% of total number of shares (3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available

Addressed to: ...... Application form No:______

WELSPUN ENTERPRISES LTD For Office Use Only Registered Address: Date of Receipt of Application Welspun City, Village Versamedi, Taluka Anjar, District / / 2 0 Kutch, Gujarat - 370110 Corporate Address: Date of Clearance of Funds Welspun House, Kamala Mills Compound, Senapati / / 2 0

Bapat Marg, Lower Parel, Mumbai 400 013

APPLICATION FORM FOR RATED, SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES

Dear Sir/ Madam, Having read, understood and agreed to the contents and terms and conditions of Disclosure Document / Private Placement Offer Letter dated ______, I/we hereby apply for allotment to me/us, of the under mentioned Debentures, out of the Private Placement Issue. I/We irrevocably give my/ our authority and consent to Catalyst Trusteeship Ltd to act as my/our Trustees and for doing such acts and signing such documents as are necessary to carry out their duties in such capacity. The amount payable on application as shown below is remitted herewith. I/We note that the Welspun Enterprises Limited (The “Issuer”) is entitled in its absolute discretion to accept or reject this application in whole or in part without assigning any reason whatsoever.

INVESTMENT DETAILS: (PLEASE READ THE INSTRUCTIONS CAREFULLY BEFORE FILLING THIS FORM)

PARTICULARS DETAILS Tenure ____ Years Face Value/ Issue Price Rs.10,00,000/- per Debenture Minimum Application One Debenture and in multiple of One Debenture thereafter Amount payable per Debenture (i) Rs.10,00,000/- No. of Debentures Applied For (ii) Total Amount Payable (Rs.) (in fig) (i)

x (ii) Total Amount Payable (in words) Mode of Payment (RTGS/ NEFT. etc) UTR / NEFT Date of Payment

APPLICANT’S DETAILS: SOLE/FIRST APPLICANT’S NAME IN FULL SIGNATORY/AUTHORISED SIGNATORY*

SECOND APPLICANT’S NAME

ADDRESS (Do not repeat name) (Post Box No. alone is not sufficient)

PIN CODE TEL FAX E-MAIL:

SOLE/ FIRST APPLICANT CATEGORY (Tick one)*  Scheduled Commercial Bank  Co-operative Bank  Public Financial Institution  Mutual Fund  Insurance Company  Company/ Body Corporate  Primary/ State/ District/ Central Co-operative Bank  Provident/ Pension /Gratuity/Superannuation Fund  Regional Rural Bank  Others (please specify)

INVESTOR TYPE (tick whichever is applicable)* Qualified Institutional Buyers (“QIBs”) Non-Qualified Institutional Buyers (“Non-QIBs”)

SOLE/ FIRST APPLICANT’S BANK DETAILS (Ref. Instructions)* INCOME TAX DETAILS (Ref. Instructions)* Bank Name Particulars Sole/ First Second Third Applicant Applicant Applicant Branch P.A,N./ G.I.R. NO. City (enclosed copy) Account Number RTGS /IFSC I.T. Circle/ Ward/ Code District No. Type of  Savings  Current  Others Account

I / We undertake that the remittance of application money against our subscription in the issue as per application form has been remitted from a Bank Account in my/ our own name.

TAX DEDUCTION STATUS (Please tick one)* Fully exempt (Please furnish exemption Tax to be deducted at source certificate)

TO BE FILLED IN ONLY IF THE APPLICANT IS AN INSTITUTION

NAME OF THE AUTHORISED DESIGNATION SIGNATURE SIGNATORY(IES)

1. 1.

2. 2.

3. 3.

4. 4.

DETAILS FOR ISSUE OF DEBENTURES IN ELECTRONIC/ DEMATERIALISED FORM* APPLICANT’S SIGNATURE(S) Depository Name (please tick)  NSDL  CDSL Depository SOLE/ FIRST Participant Name APPLICANT

DP-ID Number

Client-ID SECOND Beneficiary Account APPLICANT Number

THIRD Name of the Applicant APPLICANT

WELSPUN ENTERPRISES LTD ACKNOWLEDGEMENT SLIP

Registered Address: Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat - 370110 Corporate Address: 6th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013

Received from M/s……………………………………………………………………………………..… Address………………………………………….…………………………………………………………..………………………………………………………………………… …………………………………………………….City……………………….……..Pin………………….

I N S T R U C T I O N S 1. Application forms must be completed and full in BLOCK LETTERS IN ENGLISH. A blank space must be left between two or more parts of the name:

A B C D W X Y Z

2. Signatures should be made in English or in any of the Indian languages. Thumb impressions must be attested by an authorized official of a Bank or by a Magistrate / Notary Public under his/her official seal.

3. The remittance of application money to be made through Electronic transfer of funds through RTGS mechanism for credit as per details given hereunder:

4. As per the Rule 14 (1) (a) of Companies (Prospectus and Allotment of Securities) Rules, 2014, the payment to be made for subscription to securities shall be made from the bank account of the applicant subscribing to such securities and Welspun Enterprises Limited (The “Issuer”) shall keep the record of the Bank account from where such payments for subscriptions have been received. If the securities are to be held jointly, the payment is to be made from the account in the name of applicant whose name appears first in the application form.

5. Cash, Stock Invest, outstation cheques, money orders, postal orders etc. will NOT be accepted.

6. Receipt of application will be acknowledged by stamping the “Acknowledgement Slip” appearing below the Application Form. No separate receipt will be issued.

7. The PAN / GIR No. and IT Circle / Ward / District of the Sole / First Applicant and all Joint Applicants(s) should be mentioned in the Application Form. In case neither the PAN nor GIR Number has been allotted, the fact of non - allotment should be mentioned in the space provided and Form 60 should be submitted duly signed. In absence of PAN no. it may be noted that TDS will be deducted at a higher rate if applicable.

8. The application would be accepted as per the terms of the scheme outlined in the Private Placement Offer Letter dated ______.

9. All communications will be addressed to the applicant whose name appears first in the application form.

10. Those desirous of claiming tax exemptions on interest on application money are compulsorily required to submit a certificate issued by the Income Tax Officer/relevant declaration forms (as per Income Tax Act, 1961) along with the Application Form. In case the above documents are not enclosed with the application form. TDS will be deducted on interest on application money. For subsequent interest payments, such certificates have to be submitted periodically.

11. Applicant desirous of receiving Debentures in dematerialized form should mention their Depository Participant’s name, DP-ID and Beneficiary Account Number in the appropriate place in the Application Form. The Issuer will take necessary steps to credit the Depository Account of the allottee(s) with the number of Debentures allotted.

12. Please give the Complete Bank details like Bank Account Number, IFSC Code, Name of the Bank and Branch and Branch Code in the Column of Bank details.

13. As a matter of precaution against possible fraudulent encashment of interest warrants due to loss / misplacement, applicants are requested to mention the full particulars of their bank account, as specified in the Application Form. Interest warrants will then be made out in favour of the sole / first applicant’s account. Cheque(s) will be issued as per the details in the register of Debenture holders at the risk of the sole / first applicant at the address registered with Issuer.

14. The applications would be scrutinized and accepted as per the provisions of the terms and conditions of the Private Placement, and as prescribed under the other applicable statues / guidelines etc. Issuer is entitled, at its sole and absolute discretion, to accept or reject any application, in part or in full, without assigning any reason whatsoever. An application form, which is not complete in any respect, is liable to be rejected.

15. In the case of applications made under Power of Attorney or by limited companies, corporate bodies, registered societies, trusts etc., following documents (attested by Company Secretary/ directors) must be lodged along with the application or sent directly to Welspun Enterprises Limited along with a copy of the Application Form.

1. Certificate of incorporation and Memorandum & Articles of Association 2. Resolution of the Board of Directors/trustees and identification of those who have authority to operate 3. Certified True Copy of Power of attorney granted to transact business on its behalf. 4. Form 15AA for investors seeking exemption for Tax deduction at source from interest on the application money. 5. Any officially valid document to identify the trustees, settlers, beneficiaries and those holding Power of Attorney 6. Resolution of the managing body of the foundation/association 7. Certificate of registration 8. Documentary evidence of the Demat details and DP ID to be submitted by the investor along with application form. 9. The applicants are requested to clearly indicate the DP ID and Client ID details. In case these details are not filled up correctly, the investor shall have to bear the charges levied by NSDL for getting the credit Corporate Action conducted again. 10. Copy of PAN card 11. Any other document as may be required to fulfill KYC Requirement.

16. All future communication should be addressed to the Corporate Office of Welspun Enterprises Limited (whose address is given below) or to such other person at such address as may be notified by Welspun Enterprises Limited from time to time.

***********************************************************************************************************************