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Bharat Wire Ropes Limited Proxy Solicitation & Information Statement 2022

Oct 12, 2022

60998_rns_2022-10-12_bde5140a-b0f7-4893-9cb4-7864ecb6539a.pdf

Proxy Solicitation & Information Statement

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Ref.: BWRL/2022-23/SE/Misc./24 Date: 12[th] October, 2022

To, National Stock Exchange of India Limited BSE Limited, Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Bandra (E), Mumbai - 400001 Mumbai - 400051 BSE Scrip Code: 539799 NSE Symbol - BHARATWIRE

Subject: Corrigendum to Notice of Extra Ordinary General Meeting (EOGM)

Dear Sir/Madam,

In continuation to our intimation dated 27[th] September, 2022, we hereby submit copy of the Corrigendum to Notice of 01/2022-23 Extra Ordinary General Meeting (“EOGM”) scheduled to be held on Thursday, 20[th] October, 2022 at 12.30 P.M. (IST) through Video Conferencing (“VC”) /Other Audio Visual Means (“OAVM”) .

In compliance with the all applicable Circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board India, the Corrigendum to Notice of the EOGM is being dispatched by electronic mode to those Shareholders whose email addresses are registered with the Company’s RTA/ Depository Participants. The copy of the said Corrigendum to EOGM Notice is also being uploaded on the website of the Company i.e. www.bharatwireropes.com.

Kindly take the same on your records.

For Bharat Wire Ropes Limited

GOVINDA Digitally signed by GOVINDA MANGAR MANGARU SONI U SONI Date: 2022.10.12 15:27:36 +05'30'

Govinda Soni Company Secretary & Compliance Officer Memb. No.: ACS38908

Encl: Copy of corrigendum

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BHARAT WIRE ROPES LIMITED Corporate Identity Number (CIN): L27200MH1986PLC040468 Regd. Office: Plot No. 4, MIDC, Chalisgaon Industrial Area, Village - Khadki, Taluka - Chalisgaon, District – Jalgaon - 424 101, Maharashtra, India. Tel: +91-022-66824600 ; Fax: +91-022-66824666 Corporate Office: A - 701, Trade World Building, Kamala Mills, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013, Maharashtra, India. Website: www.bharatwireropes.com, E-mail: [email protected]

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Corrigendum to First Notice of the Extra Ordinary General Meeting for the F.Y. 2022-23

Bharat Wire Ropes Limited (“the Company”) had issued Notice dated September 27, 2022 (“EoGM Notice”) for convening the Extra Ordinary General Meeting (“EoGM”) of the shareholders, scheduled to be held on Thursday, October 20, 2022, through Video Conferencing (“VC”) or other Audio-Visual Means (“OAVM”). The EoGM Notice has already been circulated to all the Shareholders of the Company in due compliance with the provisions of the Companies Act, 2013 and read with the Rules made thereunder. This corrigendum shall be read in conjunction with the EoGM Notice.

Revised contents of the Notice are as set forth hereunder:

In the Explanatory Statement for Item No.3, Issue of Equity Shares on a preferential basis

  1. On page 18, Point 9, the following shall be added: The pre and post shareholding provided in the explanatory statement is subject to changes that may arise due to allotment of shares if any pursuant to exercise of rights by any ESOP holders under BWRL ESOP scheme 2017 post issue of this notice.

  2. On page 18, Point 9, The Annexure –I shall be replaced with the following

Annexure – I - Pre and Post Preferential Issue Shareholding Pattern of the Company

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----- Start of picture text ----- Sr. Category & Name of the Shareholder Pre-Issue Post IssueNo (as on September 16,2022)No of fully % of No of fully % ofpaid up share paid up shareequity holding equity holdingshares sharesheld heldA Promoters & Promoter Group Holding(1) Indian(a) Individuals/Hindu undivided Family 5713640 8.87 5713640 8.43(B) BODIES CORPORATE 17984854 27.94 21373124 31.52GYAN SANKAR INVESTMENT & TRADING CO. PVT. LTD. 17984854 27.94 * 21373124 31.52Sub-Total (A)(1) 23698494 36.81 27086764 39.94(2) Foreign 0.00(a) Individuals (Non-Resident Individuals/Foreign Individuals 0 0.00 0 0.00(b) BODIES CORPORATE 0 0.00 0 0.00Sub-Total (A)(2) 0 0.00 0 0.00Total Shareholding of Promoter and Promoter Group(A)=(A)(1)+(A)(2) 23698494 36.81 27086764 39.940.00B Non-Promoters Holding 0.00(1) Institutions 0.00----- End of picture text -----

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----- Start of picture text ----- (a) Mutual Funds 0 0.00 0 0.00(b) Venture Capital Funds 0 0.00 0 0.00(c) Alternate Investment Funds 0 0.00 0 0.00(d) Foreign Venture Capital Investors 0 0.00 0 0.00(e) Foreign Portfolio Investors 31688 0.05 31688 0.05(f) Financial Institutions/Banks 5503625 8.55 5503625 8.12(g) Insurance Companies 0 0.00 0 0.00(h) Provident Funds/Pension Funds 0 0.00 0 0.00(i) Any Other 0 0.00 0.00Sub Total (B)(1) 5535313 8.60 5535313 8.16(2) Central Government/State Government(s)/President of India 0 0.00 0 0.00Sub Total (B)(2) 0 0.00 0 0.00(3) Non-Institutions 0.00i.Individual shareholders holding nominal share capital up to(a) Rs.2 lakhs 4732946 7.35 4782946 7.05ii.Individual shareholders holding nominal share capital inexcess of Rs. 2 Lakhs 16809518 26.11 16809518 24.79(b) NBFCs Registered with RBI 6538304 10.16 6538304 9.64(c) Employee Trusts 0 0.00 0 0.00(d) Overseas Depositories (Holding DRs)(Balancing figure) 0 0.00 0 0.00(e) Any Other 0.00TRUSTS 5000 0.01 5000 0.01ALTERNATIVE INVESTMENT FUND 74000 0.11 74000 0.11NON RESIDENT INDIANS 63776 0.10 63776 0.09CLEARING MEMBERS 120454 0.19 120454 0.18NON RESIDENT INDIAN NON REPATRIABLE 35185 0.05 35185 0.05BODIES CORPORATES 6766088 10.51 6766088 9.98Sub Total (B)(3) 35145271 54.59 35195271 51.90Total Public Shareholding (B) = (B)(1)+(B)(2)+(B)(3) 40680584 63.19 40730584 60.06C Shares held by custodians for ADR and GDR 0 0.00 0 0.00Total Non-Promoter-Non Public Shareholding (C) =(C)(1)+(C)(2) 0 0.00 0 0.000.00 0.00Total (A)+(B)+C 64379078 100.00 67817348 100.00----- End of picture text -----

*Includes 33,88,270 Equity Shares proposed to be allotted pursuant to Preferential Issue.

  1. On page 19, Point 11, in the table detailing the pre and post issue holding of the proposed allottee is as under:

In the column the Post issue Shareholding Structure , % of Equity Shares shall be read as 31.52%

  1. On Page 20, Point 16, the following shall be added: the copy of the said certificate can be accessed on the website of the Company at the following link : -

https://www.bharatwireropes.com/assets/document/pdf/768 1665381470.pdf

  1. On Page 20, Point 18 (a) shall be read as "It is confirmed that neither the Company nor any of its promoters and directors are willful defaulter or fugitive economic offender or a fraudulent borrower."

  2. On Page No. 21, a new paragraph is inserted as Paragraph/Point no. 19 which states the following:

    • “19. The current and proposed status of the allottee(s) post Preferential Issue namely, promoter or non-promoter: “Promoter”
  3. In entire EoGM Notice, replace the minimum price as "the minimum price at which the Equity Shares may be issued computes to Rs. 124.17/-"

This Corrigendum shall form an integral part of the EoGM Notice circulated to the shareholders of the Company. Accordingly, all concerned shareholders, Stock Exchange, Depositories, Registrar and Share Transfer Agent, agencies appointed for e-voting, other Authorities, regulators and all other concerned persons are requested to take note of the above changes.

This Corrigendum shall also be available at the website of the Company at www.bharatwireropes.com and on website of BSE & NSE where the shares of the Company are being listed. All other contents of the EoGM Notice, save and except as modified by this corrigendum, shall remain unchanged.

By Order of the Board of Directors of Bharat Wire Ropes Limited Sd/Place: Mumbai Govinda Soni Date: October 12, 2022 Company Secretary & Compliance Officer