Welspun Enterprises Limited — Proxy Solicitation & Information Statement 2025

Oct 29, 2025

WEL/SEC/2025

October 29, 2025

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To,

BSE Limited Corporate Relationship Department, 2ndFloor, New Trading Wing, Rotunda Building, P.J. Towers, Dalal Street, Mumbai – 400 001. **Scrip Code: 532553 **	National Stock Exchange of India Limited Exchange Plaza, 5thFloor, Plot No. C-1, Block-G, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051. **NSE Symbol: WELENT **

Reference: Company’s intimation dated October 16, 2025, regarding convening the 01/2025-26 EGM of the Company

Dear Madam/Sir,

Sub: Corrigendum to the Notice convening the 01/2025-26 Extra-Ordinary General Meeting (“EGM Notice”) of the Welspun Enterprises Limited (“the Company”)

With reference to the captioned subject, we wish to inform you that the Company has issued a Corrigendum to the EGM Notice dated October 15, 2025. The attached Corrigendum forms an integral part of the EGM Notice, and on and from the date hereof, the EGM Notice should be read in conjunction with this Corrigendum. All other contents of the EGM Notice, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.

It may be noted that the Corrigendum to the EGM Notice has been dispatched via e-mail to the shareholders based on the cut-off date i.e., October 10, 2025.

The Corrigendum is also available on the website of the Company and can be accessed at www.welspunenterprises.com and on the website of National Securities Depository Limited at https://www.evoting.nsdl.com/

Kindly note that the e-Voting schedule remains the same and commences as below:-

Particulars	Details
Remote e-Votingstart time and date	Tuesday,November 04,2025 at 09:00 a.m.(IST)
Remote e-Votingend time and date	Thursday,November 06,2025 at 05:00p.m.(IST)
URL for remote e-Voting	https://www.evoting.nsdl.com/

Kindly take the same on record.

Thanking you.

For Welspun Enterprises Limited

NIDHI Digitally signed by NIDHI MANAS MANAS TANNA TANNA Date: 2025.10.29 17:16:27 +05'30'

Nidhi Tanna Company Secretary ACS – 30465

Encl .: As above

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WELSPUN ENTERPRISES LIMITED CIN: L45201GJ1994PLC023920

Registered Office: Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat – 370 110

Tel: (+91) 2836 662222 Fax: (+91) 2836 279010

Corporate Office: Welspun House, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 Tel: (+91) 022 6613 6000 Fax: (+91) 022 2490 8020

Website: www.welspunenterprises.com E-mail: Companysecretary_wel@welspun.com

CORRIGENDUM TO THE NOTICE DATED OCTOBER 15, 2025, CONVENING THE 01/2025-26 EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY

Welspun Enterprises Limited (the “ Company ”) had issued Notice dated October 15, 2025, for convening an 01/2025-26 Extra-Ordinary General Meeting (“ EGM Notice ”) on Friday, November 07, 2025, at 11:30 (IST) to seek Members’ approval on the special business specified therein.

The EGM Notice was dispatched to the Members via e-mail on October 16, 2025, in compliance with the provisions of the Companies Act, 2013, and the Rules framed thereunder, read with the applicable Circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, respectively and other applicable laws.

The Company had filed applications with the Stock Exchange(s) seeking In-principle approval in respect of the proposed issuance of 1,90,47,619 (One Crore Ninety Lakh Forty Seven Thousand Six Hundred and Nineteen) convertible warrants, aggregating upto Rs. 9,99,99,99,975/- [not exceeding Rs. 1,000 Crore (Rupees One Thousand Crore Only)] by way of a preferential issue on a private placement basis. Subsequently, the Company received certain requirements from The National Stock Exchange of India Limited (“ NSE ”).

The Allotment Committee of the Board of Directors of the Company, at its meeting held today, i.e., on Wednesday, October 29, 2025, exercised its powers granted by the Board of Directors, to resolve any question, difficulty, or doubt that may arise in connection with the preferential issue of fully convertible Warrants proposed for Members’ approval through the EGM Notice, and pursuant to the instructions received from NSE with respect to the Company’s application for In-principle approval for the said issue, approved certain clarifications, modifications and updates, in the EGM Notice.

Accordingly, pursuant to the requirements received from NSE, the Company is issuing a Corrigendum dated October 29, 2025, to the EGM Notice, to notify the modification(s) made to the said Notice.

The Corrigendum to EGM Notice is enclosed herewith as Annexure-I . This Corrigendum will also be available on the website of the Company at www.welspunenterprises.com, on the website of the Stock Exchanges i.e. on BSE Limited at www.bseindia.com and NSE at www.nseindia.com and the website of National Securities Depository Limited at https://www.evoting.nsdl.com/ and is being sent today, i.e., Wednesday, October 29, 2025, through e-mail to the Members to whom the EGM Notice was dispatched.

Kindly note that the e-voting schedule remains the same and commences on Tuesday, November 04, 2025, at 09:00 a.m. IST and ends on Thursday, November 06, 2025 at 05:00 p.m. IST.

The same may please be taken on record and suitably disseminated to all concerned.

Thanking you.

For Welspun Enterprises Limited

Sd/Nidhi Tanna Company Secretary ACS-30465

Encl.: As above

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Annexure-I

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1. In the EGM Notice, Point No. (l) of the third paragraph of the Special Resolution and Point No. 20(B)(viii) to Item No. 1 of the Explanatory Statement has been modified as follows:-

“the period for option to subscribe for equity shares under the warrants shall be upto 18 months from the date of ~~issue~~ allotment. ~~or as called earlier by the Company, whichever is earlier, provided that in case of any corporate action(s) obliging the warrant holder to exercise the option prior to the expiry of 18 months, then the period for option to exercise shall be limited to such shorter period as may be determined by the Board of Directors. In case the conversion of warrants is pre-called, any proposed allottee who is unable to bring in the balance amount shall be refunded the advance amount, and the shortfall shall be inter se filled by any other allottee from the proposed list;~~ ”

Accordingly, Point No. (l) of third paragraph of the Special Resolution and Point No. 20(B)(viii) of the Explanatory Statement forming part of the Notice, wherever stated and specified in the Resolution and Explanatory Statement as specified above, has been amended and substituted and shall be read as below:-

“the period for option to subscribe for equity shares under the warrants shall be upto 18 months from the date of allotment. ”

1. In the EGM Notice Point No. (o) of the third paragraph of the Special Resolution and Point No. 20(B)(ix) to Item No. 1 of the Explanatory Statement has been deleted .

2. In the EGM Notice, the first paragraph of the Special Resolution and Point No. 14 under Item No. 1 of the Explanatory Statement forming part of the Notice have been clarified as follows:-

In the table containing the List of Allottees, under the column titled “ Name of the Ultimate Beneficial Owner(s) ”, “ Not applicable ” was mentioned against Geecee Ventures Limited (on point no. 8) and Winro Commercial (India) Limited (on point no. 9) (hereinafter collectively referred to as the “ Proposed Allottees ”).

It is hereby clarified that, as per the declarations submitted by the Proposed Allottees, both the entities are listed on recognized Stock Exchanges, and the details of their listings are provided hereunder:-

Sl. No.	Name of the Proposed Allottee(s)	BSE Scrip Code	NSE Symbol
1.	GeeceeVentures Limited	532764	GEECEE
2.	WinroCommercial(India)Limited	512022	BSE ListedCompany

Regulation 163(1)(f) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ SEBI ICDR Regulations ”) reads as follows:-

“163. (1) The issuer shall, in addition to the disclosures required under the Companies Act, 2013 or any other applicable law, disclose the following in the explanatory statement to the notice for the general meeting proposed for passing the special resolution:

……

f) identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees:

Provided that if there is any listed company, mutual fund, scheduled commercial bank, insurance company registered with the Insurance Regulatory and Development Authority of India in the chain of ownership of the proposed allottee, no further disclosure will be necessary . Explanation: For the purpose of identification of the ultimate beneficial owners of the allottees, where the allottees are institutions/entities, the identification of such ultimate beneficial owners, shall be in accordance with the guidelines prescribed by the Board, if any.”

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Accordingly, the disclosure of Ultimate Beneficial Owners (“ UBO ”) in respect of the Proposed Allottees is Not Applicable , in terms of Regulation 163(1)(f) of the SEBI ICDR Regulations, as they are listed entities on the Stock Exchanges as stated above.

The table containing the List of Proposed Allottees, in the EGM Notice, with sub-points no. 8 and 9 under the column titled “ Name of the Ultimate Beneficial Owner(s) ” of the first paragraph of the Special Resolution and sub-point nos. 8 and 9 under Point No. 14 under Item No. 1 of the Explanatory Statement forming part of the Notice, wherever stated and specified in the Resolution and Explanatory Statement, has been amended and partially modified and the aforesaid sub-points shall be read as follows:-

Sl.	Name of the Proposed	Category	**No. of Warrants ***	Investment	Name of the
No.	Allottees			Amount	Ultimate
					Beneficial
					Owner(s)
8)	Geecee Ventures Limited	Non- Promoter, Public	2,85,714	14,99,99,850	N.A.**
9)	Winro Commercial (India) Limited	Non- Promoter, Public	6,66,667	35,00,00,175	N.A.**
Total			1,90,47,619	9,99,99,99,975

Disclosure of Ultimate Beneficial Owners is_ _Not Applicable** , in terms of Regulation 163(1)(f) of the SEBI ICDR Regulations, as the above companies are listed on the recognized Stock Exchange(s).

1. In the EGM Notice, Point No. 1 of the first Paragraph of the Special Resolution and Point Nos. 11, 14 and 15 under Item No. 1 of the Explanatory Statement forming part of the Notice have been clarified/ modified as follows:-

Mr. Balkrishan Goenka is a trustee of the Welspun Group Master Trust and accordingly, under List of Allottees with sub-point no. 1 under the column titled “ Name of the Proposed Allottee(s) ” of the first paragraph of the Special Resolution and Point Nos. 11, 14 and 15 under Item No. 1 of the Explanatory Statement forming part of the Notice, wherever stated and specified in the Resolution and Explanatory Statement has been amended and substituted and shall be read as “Welspun Group Master Trust, through its Trustee Balkrishan Goenka”.

1. In Notice of the EGM, under Objects of Issue -> the first para to Point No. 1(a) of the Explanatory Statement to Item No. 1 of EGM Notice, has been modified as follows:-

2. a) “Over the past few years, the infrastructure sector has witnessed a significant momentum driven by strong government initiatives, supportive policies, and a healthy projects pipeline. In this context, the Company proposes to utilize the proceeds from the proposed issue to further strengthen its capital base and enhance its financial flexibility. The funds will be used to ~~partly~~ finance equity commitments for upcoming projects including where the Company has emerged as the lowest bidder ~~and other PublicPrivate Partnership (PPP) opportunities in both transport and water vertical.~~ ”

Accordingly, under Objects of Issue - > the first para to Point No. l(a) of the Explanatory Statement to Item No. 1 of EGM Notice, wherever stated and specified in the Explanatory Statement as specified above, has been amended and substituted and shall be read as below:-

• a) “Over the past few years, the infrastructure sector has witnessed a significant momentum driven by strong government initiatives, supportive policies, and a healthy projects pipeline. In this context, the Company proposes to utilize the proceeds from the proposed issue to further strengthen its capital base and enhance its financial flexibility. The funds will be used to finance equity commitments for upcoming projects including where the Company has emerged as the lowest bidder.”

In Notice of the EGM, Point 2 of the Explanatory Statement to Item No. 1 of EGM Notice, the table detailing Utilization of Issue Proceeds has been amended and substituted as follows:-

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Sl. No.	Particulars	Total estimated amount	Tentative timelines for
		to be utilised for each of	utilization of Issue Proceeds
		the Objects*	from the date of receipt of funds
		(Rs. in Crore)
1.	Infusion of funds for Construction of 6-Lane Partially Elevated Highway Corridor along with improvement of existing road from Km. 10+600 to Km. 64+000 (Section Pune to Shirur of NH-753F – Minimum Design Length 53.40 Km) in the State of Maharashtra on DFBOT (Toll) Mode, with concession period of 29 years pursuant to receipt of Letter of Award either directly or through SPV (to be incorporated upon receipt of Letter of Award)	750.00	Within 18 months from receipt of funds for the Warrants (as set out herein)
2.	General Corporate Purposes	250.00	Within 18 months from receipt of funds for the Warrants (as set out herein)
	Total	1,000.00	---

*considering 100% conversion of Warrants into Equity Shares within the stipulated time

1. In Notice of the EGM, under Point 2 of the Explanatory Statement to Item No. 1 of EGM Notice, “ Interim Use of Issue Proceeds” has been amended as follows:-

“Interim Use of Issue Proceeds: Our Company, in accordance with the policies formulated by our Board from time to time, will have flexibility to deploy the Issue Proceeds, pending complete utilization of the Issue Proceeds for the Objects described above in compliance with the applicable laws.”

This Corrigendum shall form an integral part of the EGM Notice, which has already been circulated to the Members of the Company, and on and from the date hereof, the EGM Notice should be read in conjunction with this Corrigendum.

Accordingly, all concerned Members, Stock Exchanges, 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. All other contents of the EGM Notice, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.

This Corrigendum is being sent only through electronic mode to those Members whose e-mail address is registered with the Company/Depository Participant(s) as on the cut-off date i.e. October 10, 2025.

Place:Mumbai	By Order of the Board
Date:October 29, 2025	Sd/-
	Nidhi Tanna
Registered Office:	Company Secretary
Welspun City, Village Versamedi	ACS-30465
Taluka Anjar, District Kutch,
Gujarat – 370110
Tel. No.:+91 28 3666 2222,
Fax No.:+91 28 3627 9010
CIN:L45201GJ1994PLC023920
Website: www.welspunenterprises.com
Email: Companysecretary_wel@welspun.com

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