Welspun Corp Limited — M&A Activity 2018

Sep 5, 2018

	Annexure I—Amalgamation/ Merger	Annexure I—Amalgamation/ Merger	Annexure I—Amalgamation/ Merger	Annexure I—Amalgamation/ Merger	Annexure I—Amalgamation/ Merger	Annexure I—Amalgamation/ Merger	Annexure I—Amalgamation/ Merger	Annexure I—Amalgamation/ Merger
	1.Welspun Pipes Limited (“the Transferor Company” or “WPL”) —StandaloneTotal Assets- INR 10183.82 million (as on 31 March 2018)Net Worth - INR 56.65 million (as on 31 March 2018)Turnover — INR Nil (For period 1 April 2017 to 31 March 2018)2.Welspun Corp Limited (“the Transferee Company” or “WCL”) —Stdla.Name of the entity(ies), forming partof the amalgamation, details in briefsuch as size, turnoveretc;
		anaone
		ToNe	tal Assets —INR 55t Worth- INR 18,
				,055.52 675.66mi	million (as on lion (as on 31	1 March 2018 March 2018) a	)s per
					theComa	niesAct2013
		Tu	rnover—INR539	1.17mill	pion(Forperio	d1April2017	to31
			,		March 2018)
	bWhetherthetransactionw	Theamuldfall	algamationispro	posedbe	tweenWCLa	dWPLWPLi	sone
	. withinrelatedparty transactio	ofthe n?Ifyes	promotersan	dshare	holdersof	. WCLhence	the
	whether the same is done a	amalga ,t “arms’	mation transactio	n will fall	under the am	,bit of related	party
	length”	transac	tion.
		Upon S	cheme becoming	effective	, WCL will issu	e exactly the	same
	number of equity shares to the shareholdersof WPL as iscurrentlyheld by WPL. WPL and WCL have obtained a Share Exchange Ratioreport fromanindependent Chartered Accountant whichisconfirmed by a fairness opinion obtained from SEBI registeredCategory I Merchant Banker.c.Areas ofthe business ofthe enity(ies)1.Welspun Pipes LimitedThe Company is engaged in business, of directly or indirectlythrough associate company! ies or otherwise, the business of,manufacture, process, trade and deal in steel plates, coils, pipesand trading in commodities.2.Welspun Corp LimitedThe Company, together with its subsidiaries, is engaged in thebusiness of Production and Coating of High Grade SubmergedArc Welded Pipes, Hot Rolled Steel Plates and Coils.d.Rationale ofamalgamation/mergerWPL and WCL are part of Weispun Group. It is proposed toamalgamate WPL into WCL bythe Scheme, as a result ofwhich the

Brief	details	of	change	in	the	At present WPL holds 11,04,49,818 (41.64%) equity shares in WCL
shareholding of		the	listed entity			and forms part of the Promoter Group of WCL. Total Promoter
						holding in WCL is48.75%. PursuanttotheScheme,theequityshares
						held byWPL in WCLshall be cancelled and exactlythe same number
						of equity shares, as held by WPL in WCL prior to the Scheme, shall
						be issuedtothe shareholdersofWPL in the same proportion asthat
						oftheir holding in WPL.
						Thus, post-merger, there will be no change in the shareholding of
						promoters in the listed entity.