Walchandnagar Industries Ltd — Annual Report 2022

Sep 20, 2022

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Ref. No. : WIL: SEC: 2022 Date : September 20, 2022

National Stock Exchange of India Ltd. BSE Ltd. Corporate Action Department Corporate Relations Department Exchange Plaza, 5th floor, 1st floor, New Trading Ring, Plot No. C/1, G Block, Rotunda Bldg P.J. Tower, Bandra Kurla Complex, Bandra (East) Mumbai 400 001. Mumbai 400 051. Fax:: 22723121/2039/2037 Fax :26598237/38, 66418126/25/24 SCRIP CODE : 507410 SCRIP CODE : WALCHANNAG

Dear Sir(s),

Sub: Addendum and Corrigendum to the Annual Report for the Financial Year 2021-22.

With reference to the captioned subject, we hereby inform you that few inadvertent / typographical errors were noticed in the Annual Report 2021-2022 after the same were sent to the Members/Shareholders through electronic mode on September 03, 2022. The details of the same are enclosed.

We also would like to inform you that we have sent Addendum and Corrigendum to all shareholders whose email addresses are available with Depository and Registrar & Transfer Agent through mail.

We further wish to inform you that this corrigendum should be read in conjunction with the Annual Report 2021-2022.

In this Connection, we sincerely regret the inconvenience caused.

Thanking you,

Yours faithfully,

For Walchandnagar Industries Ltd.,

Digitally signed by Giriraj Sharan Agrawal DN: c=IN, o=Personal, title=5216, Giriraj Sharan pseudonym=68e68b14186155239d9ee36b4ac94e5ac98ae31713ff55cc8c5af654c51d1bbf, 2.5.4.20=d377a37a9c44bd0db5b3d17dd821ed935afdab89d983 731b99c7c8e717112652, postalCode=400034, st=Maharashtra, serialNumber=5a4130bf9a70610c0fd108bdfb582c7679b40820 Agrawal 96434107dba690b8c4821e18, cn=Giriraj Sharan Agrawal Date: 2022.09.20 14:38:20 +05'30'

G. S. Agrawal

Whole Time Director & Company Secretary

Encl: As above

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ADDENDUM TO THE NOTICE OF 113[TH] ANNUAL GENERAL MEETING OF THE COMPANY

Addendum to the Notice dated September 03, 2022 convening the 113[th] Annual General Meeting of the Company (“ AGM Notice ”), which is part of the Annual Report of the Company for Financial Year 2021‐22 (“ Annual Report ”), scheduled to be held on Wednesday, September 28, 2022 at 04.00 p.m. (IST) through Video Conferencing (“ VC ”)/Other Audio Visual Means (“ OAVM ”).

This is to inform you that certain inadvertent / typographical errors were noticed in the AGM Notice and Annual Report after the same was dispatched through email and in this regard this addendum shall be deemed to be an integral part of the original Annual Report dated September 03, 2022. As soon as the typographical errors were noticed, necessary rectifications have been promptly executed.

The Annual Report shall now be read with following updated information:

1. On Page no. 23 of the Annual Report, the table in paragraph 8 of the Explanatory Statement to Item no. 9 of the AGM Notice should now be read as follows:

Sr. No.	Name of the Proposed Allottees	Pre‐issue Equity holding (As on August 19, 2022)	Pre‐issue Equity holding (As on August 19, 2022)	Pre‐issue Equity holding (As on August 19, 2022)	Post Issue Shareholding	Post Issue Shareholding	Post Issue Shareholding
		Class (Status of the Allottee)	No. of Shares	% of Share holding	Class (Status of the Allottee)	No. of Shares	% of Share holding
1.	Shri. Chakor L. Doshi	Promoter	0	0	Promoter	60,800	0.13
2.	Shri. Chirag C. Doshi	Promoter Group	0	0	Promoter Group	17,290	0.04
3.	Smt. Champa C. Doshi	Promoter	0	0	Promoter	12,750	0.03
4.	Walchand Great Achievers Private Limited	Promoter Group	3,47,961	0.91	Promoter Group	48,57,121	10.59
5.	Assets Care & Reconstruction Enterprise Limited (acting in its capacity as trustee of ACRE‐120‐Trust)	Non‐ Promoter	0	0	Non‐ Promoter	32,10,000	7.00

Note: The status of the allottee(s) post the preferential issue remains unchanged.

1. On page no. 24 of the Annual Report, the table and notes thereto in paragraph 10 of the Explanatory Statement to Item no. 9 of the AGM Notice should now be read as follows:

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Sr. No.	Name of the Proposed Allottees	Class	Pre‐issue Equity holding (As on August 19, 2022)	Pre‐issue Equity holding (As on August 19, 2022)	Post Issue Shareholding	Post Issue Shareholding	Identity of Natural Persons who are the Ultimate Beneficial Owners
			No. of Shares	% of Share holding	No. of Shares	% of Share holding	Kindly refer Note (a) and (b)
1.	Walchand Great Achievers Private Limited	Promoter Group	3,47,961	0.91	48,57,121	10.59	Smt. Champa C. Doshi (a)
2.	Assets Care And Reconstruction Enterprise Limited (acting in its capacity as trustee of ACRE‐120‐ Trust)	Non Promoter	0	0	32,10,000	7.00	Ms. Neeta Mukerji (b)

Note:

• a) Smt. Champa C. Doshi is the ultimate beneficial owner of Walchand Great Achievers Pvt. Ltd. who holds more than 25% beneficial interest in the company. Except Smt. Champa C. Doshi as stated above, there are no other natural persons that are ultimate beneficial owners that exercise control through ownership or ultimately has a controlling ownership interest of more than 25% of the shares or capital or profits of the Company.

• b) ACRE is a professionally managed ARC with team of professionals managing the affairs. Ms. Neeta Mukerji is a Wholetime Director & CEO of ACRE having powers of management of the whole, or substantially the whole, of the affairs of the company, subject to superintendence, control and direction of the Board of Directors.

• On page No. 25 of the Annual Report, in the Explanatory Statement to Item no. 9 of the AGM Notice:

• (i) in paragraph 17, point (a) should now be read as “As per Regulation 166A (1) other than the proposed allotment to Assets Care & Reconstruction Enterprise Ltd. (as Trustee of Acre 120 Trust) and M/s. Walchand Great Achievers Pvt. Ltd. the issuer has not made allotment of more than 5% of the post issue fully diluted share capital irrespective of the fact that allotment is to one or multiple allottee(s).

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Since the allotment to Assets Care & Reconstruction Enterprise Ltd. (as Trustee of Acre 120 Trust) and M/s. Walchand Great Achievers Pvt. Ltd. is each in excess of 5% of the post issue fully diluted share capital of the Company, the Company has obtained a valuation report from an independent registered valuer as required under Regulation 166A of the SEBI ICDR Regulations, 2018.

The issue price per equity shares of the Company has been determined considering the valuation report dated August 27, 2022 of Mr. Dilipkumar Shah, Registered Valuer, under the SEBI (ICDR) Regulations (“Registered Valuer Report”) and the said valuation report is also available on the website of the Company and the weblink for the same is https://walchand.com/wp‐content/uploads/2022/09/Valuation‐report‐as‐per‐Reg.‐ 166A‐of‐ICDR.pdf.”

(ii) paragraph 17 (b) shall now be read as “ Neither the Company nor its Directors or Promoters have been declared as wilful defaulter or a fraudulent borrower as defined under the SEBI (ICDR) Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI (ICDR) Regulations.

CORRIGENDUM TO THE NOTICE OF 113[TH] ANNUAL GENERAL MEETING OF THE COMPANY

Certain inadvertent error was noticed in the Annual Report for the FY 2021‐22 and should be read in conjunction with the following corrigendum; the same has also been placed on the Company’s website

1. On page no. 1 of the Annual Report (Board of Directors section) the name of Managing Director and CEO is referred to as Chakor L. Doshi. However the name of the Managing Director and CEO is “ Chirag C. Doshi ” and the Annual Report should be read accordingly.

2. The sequence of the page no. from 103 to 105 of the Annual Report after page no. 127 should be read as “ 128 to 130”.

THE ADDENDUM TO THE NOTICE OF THE 113th AGM & THE CORRIGENDUM TO THE ANNUAL REPORT is available on the Company’s website at www.walchand.com and the same is also available on the website of National Securities Depository Limited ('NSDL') at www.evoting.nsdl.com and the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively.

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