Walchandnagar Industries Ltd — Major Shareholding Notification 2021

Jul 7, 2021

July 7, 2021

==> picture [127 x 4] intentionally omitted <==

==> picture [127 x 4] intentionally omitted <==

==> picture [127 x 4] intentionally omitted <==

==> picture [127 x 5] intentionally omitted <==

==> picture [127 x 4] intentionally omitted <==

==> picture [127 x 5] intentionally omitted <==

==> picture [127 x 4] intentionally omitted <==

==> picture [127 x 4] intentionally omitted <==

==> picture [127 x 5] intentionally omitted <==

==> picture [127 x 4] intentionally omitted <==

==> picture [127 x 4] intentionally omitted <==

To,

The Department of Corporate The Listing Compliance Department, G S Agrawal Services, National Stock Exchange of India Vice-President (Legal & Taxation), BSE Limited Limited Company Secretary 14[th] Floor, BSE Limited, Exchange Plaza, Walchandnagar Industries Limited Phiroze Jeejeebhoy Towers, Plot no. C/1, G Block, 3 Walchand Terraces Tardeo Road, Dalal Street, Mumbai - 400 001 Bandra-Kurla Complex Mumbai, Maharashtra, 400034 Bandra (E) Mumbai - 400 051.

DISCLOSURE UNDER REGULATION 29(2) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND

TAKEOVERS) REGULATIONS, 2011

1. Name of the Target Company (TC)

2. Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer

Walchandnagar Industries Limited (‘Target Company’)

Vistra ITCL (India) Limited (“Vistra”) (In our capacity as Debenture Trustee and Security Trustee) The IL&FS Financial Centre, Plot C-22, G Block, BandraKurla Complex, Bandra (East), Mumbai 400 051

1. Whether the acquirer belongs to No Promoter/Promoter group

1. Name of the Target Company (TC)	Walchandnagar Industries Limited(‘Target Company’)	Walchandnagar Industries Limited(‘Target Company’)	Walchandnagar Industries Limited(‘Target Company’)
2. Name(s) of the acquirer and Persons Acting in Concert (PAC) with the acquirer	Vistra ITCL (India) Limited(“Vistra”)(In our capacity as Debenture Trustee and Security Trustee) The IL&FS Financial Centre, Plot C-22, G Block, Bandra- Kurla Complex,Bandra(East),Mumbai 400 051
3. Whether the acquirer belongs to Promoter/Promoter group	No
4. Name(s) of the Stock Exchange(s) where the shares of TC are Listed	1. BSE Limited (BSE) 2. National Stock Exchange of India Limited (NSE)
5. Details of the acquisition / disposal as follows	Number	% w.r.t. total share/voting capital wherever *applicable () **	% w.r.t. total diluted share/voting capital of the TC () **
Before the acquisition under consideration, holding of : a) Shares carrying voting rights b) Shares in the nature of encumbrance (pledge/ lien/non-disposal undertaking/ others) c) Voting rights (VR) otherwise than by shares d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category)	----- 2,05,52,203 ----- -----	----- 53.99% ----- -----	----- 53.99% ----- -----
Total (a+b+c+d)	2,05,52,203	53.99%	53.99%
Details of acquisition/ Sale a) Shares carrying voting rights acquired / sold b) VRs acquired/sold otherwise than by shares c) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) acquired/sold d) Shares~~encumbered/~~invoked/released by the acquirer	----- ----- ----- (24,350) 24,350 (15,17,080)	----- ----- ----- (0.06%) 0.06% (3.99%)	----- ----- ----- (0.06%) 0.06% (3.99%)
Total(a+b+c+d)	(15,17,080)	(3.99%)	(3.99%)

Registered office:

The IL&FS Financial Centre, Plot C- 22, G Block, 7th Floor Bandra Kurla Complex, Bandra (East), Mumbai 400051

Tel +91 22 2659 3535 Fax: +912226533297 Vistra ITCL (India) Limited Email: mumbai@vistra.com www.vistraitcl.com Corporate Identity Number (CIN):U66020MH1995PLC095507

==> picture [127 x 4] intentionally omitted <==

==> picture [127 x 4] intentionally omitted <==

==> picture [127 x 4] intentionally omitted <==

==> picture [127 x 5] intentionally omitted <==

==> picture [127 x 4] intentionally omitted <==

==> picture [127 x 5] intentionally omitted <==

==> picture [127 x 4] intentionally omitted <==

==> picture [127 x 4] intentionally omitted <==

==> picture [127 x 5] intentionally omitted <==

==> picture [127 x 4] intentionally omitted <==

==> picture [127 x 4] intentionally omitted <==

After the acquisition/ sale holding of: a) Shares carrying voting rights b) Shares encumbered with the acquirer c) VRs otherwise than by shares d) Warrants/convertible securities/any other instrument that entitles the acquirer to receive shares carrying voting rights in the TC (specify holding in each category) after acquisition	15,17,080 1,90,35,123 ----- -----	3.99% 50.00% ----- -----	3.99% 50.00% ----- -----
Total (a+b+c+d)	2,05,52,203	53.99%	53.99%
Mode of acquisition/ sale (e.g. open market /off market/ public issue / rights issue / preferential allotment / inter-se transfer, etc.)	Pledge and Release of equity shares Invocation of Pledged equity shares
Date of acquisition / sale of shares/VR or date of receipt of intimation of allotment of shares, whichever is applicable	Release date:September 26, 2017 Pledge date:September 27, 2017 and September 29, 2017 Invocation date: July 05,2021
Equity share capital / total voting capital of the TC before the said acquisition/ sale	3,80,70,205 Equity Shares (As per the Shareholding pattern available on BSE website for the quarter ended March 2021)
Equity share capital/ total voting capital of the TC after the said acquisition/ sale	3,80,70,205 Equity Shares (As per the Shareholding pattern available on BSE website for the quarter ended March 2021)
Total diluted share/voting capital of the TC after the said acquisition	3,80,70,205 Equity Shares

(*) Total share capital/ voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015.

(**) Diluted share/voting capital means the total number of shares in the Target Company assuming full conversion of the outstanding convertible securities/warrants into equity shares of the Target Company.

Notes:

1. 24,350 Equity shares of the Target Company have been released by Vistra on the abovementioned date, which were pledged with Vistra in its capacity of Security Trustee in order to secure the term loan facility availed by Walchandnagar Industries Limited.

2. 24,350 Equity shares of the Target Company have been Re - Pledged with Vistra on the abovementioned date in its capacity of Security Trustee in order to secure the term loan facility availed by Walchandnagar Industries Limited.

3. Vistra acting on the instructions of KKR India Financial Services Limited and KKR India Debt Opportunities Fund II has invoked 15,17,080 Equity shares of the Target Company on the abovementioned date. These Equity shares of the Target Company were pledged with Vistra in capacity of Debenture Trustee in order to secure the NCDs issued and its capacity of Security Trustee in order to secure the term loan facility availed by Walchandnagar Industries Limited.

The primary onus of complying with the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 is of the lender, debenture holder and not on the Trustee. However, out of abundant caution, Vistra in its capacity as security trustee and debenture trustee is disclosing and filing this disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

For Vistra ITCL (India) Limited

==> picture [126 x 49] intentionally omitted <==

Authorised Signatory Place: Mumbai

Registered office:

The IL&FS Financial Centre, Plot C- 22, G Block, 7th Floor Bandra Kurla Complex, Bandra (East), Mumbai 400051

Tel +91 22 2659 3535 Fax: +912226533297 Vistra ITCL (India) Limited Email: mumbai@vistra.com

www.vistraitcl.com Corporate Identity Number (CIN):U66020MH1995PLC095507