W.S. Industries (India) Ltd. — M&A Activity 2022

Apr 30, 2022

30th April, 2022

BSE Ltd. Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai400001 Scrip Code: 504220

National Stock Exchange of India Ltd. "Exchange Plaza" Bandra-Kurla Complex . Bandra (East), Mumbai 400051 Symbol: WSI

Dear Sir,

Sub: Public Announcement made by Acquirers

We herewith forward the Public Announcement received from M/ s. Saffron Capital Advisors Private Limited with respect to open offer triggered by Acquirers.

For your information and records.

Thanking You,

Yours faithfully, for W.S dustries (India) Limited

nathan Company Secretary

I W.S. Industries (India) Ltd. 108, Mount Poonamallee Road, Porur, Chennai - 600 116. India Tel : (91) - 44- 24354754 CIN L29142TN1961 PLC004568

Dept E-mail accounts@wsinsulators.com Website wsindustties.in

PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF W.S. INDUSTRIES (INDIA) LIMITED UNDER REGULATIONS 3(1) AND 4 READ WITH 13(2A) OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THEREOF

OPEN OFFER FOR ACQUISITION OF UP TO 80,33,000 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ~ 10/- EACH, REPRESENTING 26% OF THE EQUITY SHARE CAPITAL, (ON A FULLY DILUTED BASIS) (i.e. 3,08,94,831 EQUITY SHARE CAPITAL "EMERGING VOTING SHARE CAPITAL"), OF W.S. INDUSTRIES (INDIA) LIMITED ("TARGET COMPANY"), AS OF THE TENTH WORKING DAY FROM THE CLOSURE OF THE TENDERING PERIOD OF THE OPEN OFFER, BY MR. C K VENKATACHALAM ("ACQUIRER I"), J.1R. C K BALASUBRAMANIAM ("ACQUIRER 2"), MR. S ANANDAV ADIVEL ("ACQUIRER 3"), MR. S ARA VINDAN ("ACQUIRER 4"), MR. S NAGARAJAN ("ACQUIRER 5"), MR. PRAKASH K.V("ACQUIRER 6") AND TRINEVA INFRA PROJECTS PRIVATE LIMITED ("ACQUIRER 7") (COLLECTIVELY REFERRED TO AS "ACQUIRERS") PURSUANT TO THE PURCHASE OF 96,02,182 SHARES FROM THE SELLERS AND THE ALLOTMENT OF 46,34,224 EQUITY SHARES ON A PREFERENTIAL BASIS, FROM PUBLIC SHAREHOLDERS OF THE TARGET COMPANY, PURSUANT TO AND IN COMPLIANCE WITH THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED ("SEBI (SAST) REGULATIONS, 2011") ("OFFER" OR "OPEN OFFER").

This public announcement ("Public Announcement" or "PA") is being issued by Saffron Capital Advisors Private Limited, the Manager to the Open Offer ("Manager"), for and on behalf ofthe Acquirers, to the Public Shareholders of the Target Company, pursuant to and in compliance with Regulations 3(1) and 4 read with other applicable regulations of the SEBI (SAST) Regulations, 2011.

1. OFFER DETAILS

• a. Emerging Voting Share Capital: shall mean the total voting equity share capital of the Target Company on a fully diluted basis as of the lOth (tenth) Working Day from the closure ofthe Tendering Period of the Open Offer, i.e. 3,08,94,831 Equity Shares.
• b. Mode of Payment: The Offer Price is payable in cash by the Acquirers, in accordance with the provision of Regulation 9(1 )(a) of the SEBI (SAST) Regulations, 2011 .
• c. Offer Size: Upto 80,33,000 (Eighty Lakhs Thirty Three Thousand only) fully paid-up equity share of face value of ~ 10/- each ("Equity Shares") representing 26% of Emerging Voting Share Capital ofthe Target Company.
• d. Offer Price: The Offer Price is being made at a price of ~ 12.50/- (Rupees Twelve and Fifty Paise only) per Equity Share ("Offer Price") aggregating to ~ 10,04,12,500/- (Ten Crores Four Lakhs Twelve Thousand and Five Hundred only), which is determined in accordance

For Trineva Infra Projects Private Lim}ted ~~ to,

with Regulation 8(2) of the SEBI (SAST) Regulations, 2011.

• e. Sellers: Collectively, Bluechip Investments Private Limited, Trala Electromech Systems Private Limited, Galaxy Investments Private Limited, Vensunar Private Limited, Mr. Narayan Sethuramon and Mrs. Suchitra Murali Balakrishnan.
• f. Type of Offer: This Offer is a triggered offer made in compliance with Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 20 II.

2. TRANSACTION WIDCH HAS TRIGGERED THE OPEN OFFER OBLIGATIONS (UNDERLYING TRANSACTION)

Details of underlying transaction
Type of Transaction . (direct!	Mode of Transaction (Agreementl Allotment! market purchase)	Shares 1 Voting rights acquiredl proposed to be ac( uired		Total Consideration for shares 1 Voting Rights acquired	Mode of payment (Cashl	Regulation which has triggered
indirect)		Number	% oftotal Emerging Voting Share Capital		securities)
	Acquisition of 96,02,182 Equity Shares at a price of { 12 per Equity Share through Share Purchase Agreement dated April 30, 2022 ("SPA") entered into between the Acquirers and the Sellers	96,02,182	31.08%	n 1,52,26,184/- (Rupees Eleven Crores Fifty Two Lakhs Twenty Six Thousand One Hundred and Eighty Four only)	Cash	Regulations 3(1) and 4 of
Direct	Board of Directors of the Target Company at their meeting held on April 30, 2022 approved issue of 46,34,224 Equity Shares at a price of { 12.50 per Equity Share to the Acquirers on preferential basis under Section 42, 62 and other of the applicable provisions	46,34,224	15%	{ 5,79,27,8001- (Rupees Five Crores Seventy Nine Lakhs Twenty Seven Thousand and Eight Hundred only)		SEBI (SAST) Regulations, 1 201

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For Trinev

D irector

Companies Act, 2013 and In
of terms SEBI (ICDR)
Regulations 2018, subject to
statutory 1 shareholders and
regulatory approvals
("Preferential Allotment")

3.. DETAILS OF THE ACQUIRERS

Details	Acquirer 1	Acquirer 2	Acquirer 3	Acquirer 4	Acquirer 5	Acquirer 6	Acquirer 7	Total
Name of Acquirers	Mr.CK Venkatachalam	Mr.CK Balasubrama mam	Mr. S Anandavadivel	Mr.S Aravinda n	Mr. S Nagaraj an	Mr. Prakash K.V	Trineva Infra Projects Private Limited	7
AddresslRegistered Office	F-I, No. 28, Legrange, Block, TAS Enclave, Shanthi Colony, No. 240 and Anna Nagar, - Chennai 600040 Nadu, India	Green Field, AK Nachatra Classic, Villa No.-23, SF 241, R Mohan Tamil Nagar, Kalapatti, Coimbatore - 641048 Tamil Nadu, India	50/20, CASA Major Road, Egmore, Chennai - 600008 Tamil Nadu, India	6/276, Surya Garden, Trichy Main Road, Vaguram patti, Namakkal - 637002 Tamil Nadu, India	2-67, R.C. Middil Street, Keelamud imannark ottai, Kamuthi, Ramanath apuram - 623603 Tamil Nadu, India	O.No. 2, N No.7, Radhakrish nan Street, Thiyagaray a Nagar, Chennai - 6000 17 Tamil Nadu, India Karnataka,	SY No. 28/4, No. Katha 596/461, 3rd Floor Sidda Pura, Whitefield Main Road, Bangalore - 560056 India
Name(s) of persons in control/promoters of Acquirers	NA					1. Mr. C K Venkatac halam	2

imited )irector

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								2. Mr. S Anandava divel
Name ofthe Group, if any, to which the Acquirers belong to					NA
Pre transactio n	of No. Equity Shares	17,07,440	NIL	17,06,940	NIL	17,07,440	NIL	NIL	51,21,820
shareholdi ng	of % Emergi ng Voting Share Capital	5.53	NIL	5.53	NIL	5.53	NIL	NIL	16.59
Proposed shareholdi ng	of No. Equity after Shares	31,14,909	29,72,028	31,14,409	29,72,528	60,86,942	30,43,470	60,86,940	2,73,91,226
acquisition of and Preferenti al Allotment, which triggered the Open Offer	of % shares Emergi ng Voting Share Capital	10.08	9.62	10.08	9.62	19.70	9.85	19.70	88.65
Acquirers 1,3 & 5 collectively hold 51,21,820 Equity Shares representing 16.59% of Emerging Voting Share Capital of Any other interest in the Target Company. Further, board of directors of the Target Company in their meeting held on April 30, 2022, have the Target Company subject to receipt of approvals from shareholders and regulatory authorities, proposed allotment of 46,34,224 Equity Shares representing 15% of Emerging Voting Share Capital of the Target Company to the Acquirers on preferential basis. Subject to aforesaid, Acquirers do not have any other interest in the Target Company.

For Trineva Infra Projects Private l"mited Director

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4. DETAILS OF SELLING SHAREHOLDERS:

Sr. No.	Name of the Sellers	Part of		Details of shares / voting rights held by the Sellers
		Promoter		Pre Transaction Post Transaction No. of equity shares % of Emerging No. of equity Voting Share shares Capital
		group				% of Emerging Voting Share Capital
1.	Bluechip Investments	Yes	40,96,138	.26% 13	Nil
	Private Limited
2.	Trala Electromech		35,34,924	11.44%
	Systems Private Limited
3.	Galaxy Investments		8,89,178	2.88%
	Private Limited
4.	Vensunar Private Limited		3,65,000	1.18%
5.	Mr. Narayan Sethuramon		4,67,601	1.51%
6.	Mrs. Suchitra Murali		2,49,341	0.81%
	Balakrishnan
	Total		96,02,182	31.08%

Mr. V Srinivasan, Promoter of the Target Company expired on July 25, 2017. His shareholding in the Target Company is yet to be transmitted to his legal heirs.

As per Regulation 31A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, post the completion of all the Open Offer formalities,

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i. the Sellers and Mr. V Srinivasan shall be reclassified as public shareholders and

ii. the Acquirers shall be reclassified as Promoters

1. TARGET COMPANY

Name of the Target Company	: W.S. Industries (India) Limited
CIN	: L29142TN1961PLC004568
Registered Office	: 108, Mount Poonamalee Road, Porur, Chennai - 600116, Tamil Nadu, India
Telephone Number	: (91) 44 24354754
Fax No.	: NA
Email id	: sectl@wsinsulators.com
ISIN	: INEI00D01014

For Trineva Infra Projects Priv imited V 0;"<'0'

The Target Company is listed on BSE Limited (Scrip Code: 504220) and National Stock Exchange of India Limited (Symbol: WSI).

6. OTHER DETAILS

• 6.l. All the details of the Open Offer would be published in the newspapers vide a detailed public statement within five (5) working days of this PA, in accordance with Regulations 13(4) and 14(3) on or before May 9, 2022 in compliance with Regulations 13(4) and 14(3) of the SEBl (SAST) Regulations, 2011 .
• 6.2. The Acquirers accept full responsibility for the information contained in this PA and will comply with the obligations of the Acquirers as laid down in the SEBI (SAST) Regulations, 20Il. Acquirers have adequate financial resources to meet their obligations under the SEBI (SAST) Regulations, 2011 for the purposes of the Open Offer.
• 6.3. This Offer is not a competitive offer in terms of Regulation 20 of the SEBI (SAST) Regulations, 201 1.
• 6.4. The Offer is not conditional upon any minimum level of acceptance pursuant to the terms of Regulation 19(1) of the SEBI (SAST) Regulations, 2011
• 6.5. In this Public Announcement, all references to " are references to Indian Rupees.
• 6.6. In this Public Announcement, any discrepancy in any amounts as a result of multiplication or totaling is due to rounding off.

For Trineva Infra Projects Priv imited Director

Issued by the Manager to the Offer

• • • •• energising ideas

Saffron Capital Advisors Private Limited [Company Identification Number: U67120MH2007PTC166711] 605, Sixth Floor, Centre Point, Andheri-Kurla Road, J. B. Nagar, Andheri (East), Mumbai - 400 059 Tel No.: +91 022-49730394; Fax No.: NA; Email Id: openoffers@saffronadvisor.com; Website: www.saffronadvisor.com;InvestorGrievance:investorgrievance@saffronadvisor.com; SEBI Registration Number: INMOOOO 11211; Validity: Permanent; Contact Person: Gaurav Khandelwall Pooja Jain

						ACQUlRER7
F-l, No. 28,	Green Field,	50/20, CASA	6/276,	Surya 2-67, R.C. Middil Street,	O.No. 2, N No.7,	SY No. 2814, Katha
Legrange, AK	Nachatra	Major Road,	Garden,	Trichy Keelamudimannarkottai,	Radhakrishnan	No. 596/461, 3rd
Block, TAS	Clasic, Villa	Egmore,	Main	Road, Kamuthi,	Street, Thiyagaraya	Floor Sidda Pura,
Enclave,	No.-23, SF No.	Chennai	Vagurampatti,	Ramanathapuram	Nagar, Chennai -	Whitefield Main
Shanthi	240 and 241, R	600008 Tamil	Namakkal -	623603 Tamil Nadu,	600017 Tamil Nadu,	Road, Bangalore -
Colony, Anna	Mohan Nagar,	Nadu, India	637002 Tamil India		India	560056 Karnataka,
Nagar,	Kalapatti,		Nadu, India			India
Chennai	Coimbatore
600040 Tamil	641048 Tamil
Nadu, India	Nadu, India
Sd/-	Sd/-	Sd/-	Sd/-	Sd/-	Sd/-	Sd/-

(Signed by Mr. S Nagarajan (for himself and Acquirers 1, 2, 3, 4 and 6 under Specific Power of Attorney dated April 30, 2022) and Mr. C K Venkatachalam, on behalf of the Acquirer 7)

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Place: Chennai Date: April 30, 2022

For Trineva Infra Projects Priv t Limited

) irector