Walchandnagar Industries Ltd — Capital/Financing Update 2023

May 19, 2023

Ref. No. : WIL: SEC: 2023 Date : May 19, 2023

National Stock Exchange of India Ltd Corporate Action Department Exchange Plaza, 5 th floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East) Mumbai - 400 051. Fax :26598237/38, 66418126/25/24 Scrip Code : WALCHANNAG

BSE Ltd.

Corporate Relations Department 1st floor, New Trading Ring, Rotunda Bldg P.J. Tower, Mumbai - 400 001. Fax:: 22723121/2039/2037 Scrip Code : 507410

Dear Sir(s),

Sub: Disclosure Under Regulation 30 read with Part A of the Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

This is further to our letter dated 20th July, 2022 informing the stock exchanges about the execution of Standstill Agreement dated 19th July, 2022 (Standstill Agreement) with Assets Care And Reconstruction Enterprise Ltd (ACRE) acting in its capacity as trustee of ACRE-120 TRUST (Lender), after assignment of debt of the Company from KKR India Financial Services Ltd to ACRE and our letter dated April 13, 2023 informing the stock exchanges that the Company has complied with all the standstill conditions to the settlement/restructuring as per the terms of the Standstill Agreement.

We would like to inform you that the Company have successfully exited from the standstill arrangement under the Standstill Agreement and the Company after discussion and negotiation have agreed upon debt restructuring scheme with ACRE and has signed restructuring agreement dated May 18, 2023 as amended /supplemented from time to time (Restructuring Agreement) with ACRE( Lender).

As required under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requisite information is enclosed herewith as Annexure.

You are requested to kindly take the above information on record please.

Thanking You,

Your's Faithfully,

For Walchandnagar Industries Limited

GIRIRAJ SHARAN AGRAWAL Digitally signed by GIRIRAJ SHARAN AGRAWAL DN: c=IN, o=PERSONAL, title=5216, pseudonym=2244a53b316a48fcb21a15e09beadf76, 2.5.4.20=d377a37a9c44bd0db5b3d17dd821ed935afdab89 d983731b99c7c8e717112652, postalCode=400034, st=Maharashtra, serialNumber=5a4130bf9a70610c0fd108bdfb582c7679b40 82096434107dba690b8c4821e18, cn=GIRIRAJ SHARAN AGRAWAL

G. S. Agrawal Whole Time Director & Company Secretary Date: 2023.05.19 16:11:56 +05'30'

Encl : As above

ANNEXURE

Details as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015

Sr. No.	Particulars	Requisite Information
1.	Name(s)ofthepartieswithwhomtheagreement is entered.	The RestructuringAgreement dated May18,2023hasbeenexecutedamongstWalchandnagarIndustriesLimitedasborrower, Assets Care and ReconstructionEnterprise Limited as the lender, VistraITCL (India) Limited as security trustee,and Vistra ITCL (India) Limited as thedebenture trustee.
2.	Purpose of entering intothe agreement	Under the Restructuring Agreement, thelender, security trustee and the debenturetrustee have agreed on debt restructuringschemesubjecttotheCompanycomplying with the payment schedule andall other conditions of the RestructuringAgreement as agreed by the company.
3.	Size of agreement	Rs. 62 Cr and Current Outstanding isRs. 40.92Cr
4.	Shareholding, if any in theentitywithwhomtheagreement is executed	Company has allotted 32,10,000 EquityShares of Rs. 2 Each at Rs. 60 Per Share toACRE towards conversion/appropriationof part of the debts as per the ConditionsoftheStandstillAgreementintheFY 2022-23
5.	Significanttermsofagreement(inbrief)special rights like right toappointdirectors,firstright to share subscriptionincaseofissuanceofshares,righttorestrictanychangeincapitalstructure.	Significant terms of the RestructuringAgreement are as follows.1.Debts of Rs. 204Cr after issue of32,10,000/ equity shares to Lender andrepayment of part of the debt by theCompany,the Outstanding Debt nowstand restructured to Rs. 40.92Cr2.ACRE have right to appoint 1 (one)nominee Director on the Boardof theCompany.

		3.ACRE have Right to Reinstate the Debtto its original amount on occurrence ofa Class A Event of Default including ifCompany fails to make agreedpaymentaspertheAnnexureundertheRestructuring Agreement.4.The interest on the restructured debtamount of Rs.40.92 crores is payable onthe last date of each month and therestructured debt amount of Rs.40.92crores is payable in a scheduled mannerwith the last payment being due on 31March 2025.5.CompanyneedstoComplywithvarious other terms and conditions andcovenants agreed in the RestructuringAgreement.
6.	Whether the said partiesarerelatedtopromoter/promotergroup/ group companiesin any manner. If yes,nature of relationship;	No
7.	Whether the transactionwould fall within relatedparty transactions? If yes,whether the same is doneat "arms'length";	No
8.	Incaseofissuanceofsharestotheparties,details of issue price, classof shares issued.	32,10,000 Equity Shares of Rs. 2 each wereissued to ACRE at Rs. 60 per sharetowards part conversion/appropriation ofDebts in the FY 2022-23
9.	Incaseofloanagreements,detailsoflender, nature of the loan,totalamountofloangranted,totalamountoutstanding,dateofexecutionoftheloanagreement/sanctionletter,detailsofthe	Not Applicable

	security provided to thelenders for such loan.
10.	Anyotherdisclosuresrelatedtosuchagreements, viz., detailsof nominee on the boardof directorsof the listedentity, potential conflict ofinterestarisingoutofsuch agreements, etc;	ACRE have right to appoint1(One)Nominee Director on the Board.Convert debt into equity upon occurrenceof Class A Event of Default.All existing events of default and claimsarewaivedsubjecttorightofreinstatementavailabletotheLenderupon occurrence of a Class A Event ofDefault.
11.	In case of termination oramendmentofagreement,listedentityshall disclose additionaldetailstothestockexchange(s): a. Name ofparties to the agreement.b.Natureoftheagreement.c.Dateofexecutionoftheagreement.d. Details ofamendment and impactthereoforreasonsofterminationandimpactthereof.	Not Applicable

For Walchandnagar Industries Limited

GIRIRAJ SHARAN

Digitally signed by GIRIRAJ SHARAN AGRAWAL DN: c=IN, o=PERSONAL, title=5216, pseudonym=2244a53b316a48fcb21a15e09 beadf76, 2.5.4.20=d377a37a9c44bd0db5b3d17dd82 1ed935afdab89d983731b99c7c8e71711265 2, postalCode=400034, st=Maharashtra, serialNumber=5a4130bf9a70610c0fd108bd fb582c7679b4082096434107dba690b8c482 1e18, cn=GIRIRAJ SHARAN AGRAWAL

G. S. Agrawal Whole Time Director & Company Secretary AGRAWAL Date: 2023.05.19 16:16:04 +05'30'