WELSPUN LIVING LIMITED

Welspun India, a part of USD 2.7 billion flagship- company of Welspun Group, is amongst the largest home textile manufacturers in the world with presence in Bed, Bath & Flooring. It is the largest exporter of home textile products from India. Welspun is supplier to 17 of Top 30 global retailers. It has dominant presence in fifty countries across the world with a distribution network in over 32 countries including USA, Canada, UK and Australia. Welspun India has two world-class, state of the art textile manufacturing facilities at Anjar (Gujarat) and Vapi. The Company is a leading manufacturer of wide range of home textile products, mainly terry towels, bed linen products and rugs. The company started its operations as a small texturizing unit under the name Welspun Winilon Silk Mills in the district of Palghar in the year January 17th, 1985. Six years down the line in 1991, Welspun Polyester India Limited went public with its initial public offer (IPO) and subsequently became Welspun India Limited. In 1993, Welspun India set up terry towel facility at Vapi, Gujarat. In 2000, Welspun USA was incorporated as a wholly owned subsidiary of Welspun India Limited. With sales, design and marketing based in NYC, Welspun focused on getting to know the US consumer. The company has amalgamated Glofame Cotspin Industries Ltd with itself during May 2005. According to the scheme of amalgamation, Welspun India will issue 10 Equity Shares of Rs.10/- each for every 33 Equity Shares of Rs.10/- each held by the shareholders of Glofame Cotspin Industries Ltd. The Scheme became effective from 1st April 2004. During 2004-05 the company has set up a new plant at Anjar, Gujarat at an investment of Rs.5.75 Billion. This plant was set up for the new product category bed linens with a capacity of 35 million meters per annum. Further the company also undertook a capital expenditure for construction of a commercial building and installation of processing equipments and Diesel Generator Sets at Vapi at a cost of Rs.6002.8 million. The company has also commenced its commercial production of Toweling facility in March 2005, the spinning facility commenced its commercial production in June 2005. The bed sheeting facility has commissioned and scheduled to commence its commercial production at full capacity by September 2005. The company has increased the installed capacity of Cotton Terry Towels by 12000 MTPA during 2004-05 and with this expansion the total installed capacity of Cotton Terry Towels has increased to 23500 MTPA. In 2006, Welspun India acquired Christy's of UK, a brand of towels that had the legacy of catering to none other than the British Royal Family itself. Considered one of the world's most sought-after souvenirs, the manufacturing of Wimbledon towels began at Welspun, Vapi in 2006. On 19 December 2007, Welspun India announced the acquisition of 76% interest in bath rug major Sorema - Tapates e Cortinas de Banho, SA (Sorema) of Portugal at an enterprise value of Rs 60 crore. Set up in 1974 with more than three decades of experience, Sorema is a leading player in bath rugs and shower curtains around the world. Welspun and Sorema additionally signed an agreement for marketing of products exclusively in Spain and Portugal and on best-effort basis in other European countries. With this new relationship, Welspun will have facilities in India, Mexico, Portugal and UK. In 2007, Welspun India started its strategic bedding sets facility in Mexico for 1.4 million sets. In 2009, Welspun India Limited demerged its Sales & Marketing and Investment divisions into two separate Companies - Welspun Global Brands Ltd. and Welspun Investments & Commercials Ltd respectively. In 2012, Welspun Global Brands Ltd. became a subsidiary of Welspun India Limited. On 6 December 2014, Welspun India Limited (WIL) unveiled its new spinning facility at Anjar, Gujarat - the largest under one roof in India. The new facility will be instrumental in doubling spinning capacity to over 3 lakh spindles, thereby fulfilling nearly 70% of the internal yarn requirements. Further, it will pave way for improvements in the company's supply chain with lesser dependency on external sourcing. In 2016, Welspun India commissioned India's largest spinning facility under one roof. On 20 August 2016, Welspun India informed stock exchanges of a product specification issue with one client program of the company's subsidiary, Welspun Global Brands Ltd (WGBL). Two days later i.e. on 22 August 2016, in a conference call held with analysts, the company's management clarified that the client concerned is Target Corporation, a major discount retailer in the United States, and that the issue was around the provenance of the fiber in bedsheets supplied by the company. The product in question with Target Corporation specifically represents about $8.5 million in FY 2016, which accounted for about 1% of Welspun's overall sales and about 10% of the company's total business with Target Corporation. On 26 August 2016, Welspun India announced that the company has appointed Ernst & Young LLP to review its supply chain systems and processes. In 2017, Welspun India forayed into floorings solutions and smart textiles. During the year, the company increased its footprint in Middle East, Japan, Australia and EU. On 9 February 2017, Welspun India Ltd (WIL) announced that it has entered into a co-operation agreement with Cotton Egypt Association (CEA) to promote and market Egyptian cotton products worldwide. Under the agreement, the two organisations will work together to create programmes for promotion of Egyptian Cotton logo in the retail markets across the globe. WIL will invest a sum of $3 million in a stage wise manner over next few years to support the joint initiatives. On 18 March 2017, Welspun India Ltd. announced that it has forayed into new technologies in its Technical Textile Business with its state-of-the-art Needle Entangled Advance Textile Plant in Anjar. The Rs 150 crore facility will have unique capabilities of Spun Lace and Needle Punch lines, which can manufacture multilayer composites for various applications. On 9 January 2018, Welspun India announced that it has incorporated a wholly owned subsidiary viz. Welspun Nexgen Inc., registered with the state of Delaware, USA, having paid-up capital of US$ 4.25 million for making investments in ecommerce companies. In 2018, Welspun India established industry defining, patented traceability process called Wel-Trak. This revolutionary and industry-defining process ensures that customers and consumers can trace the provenance of the cotton raw materials throughout the supply chain from farm to the retail shelf. The Board of Directors of Welspun India at its meeting held on 16 May 2018 approved revision in carpet project, undertaken by the company's subsidiary viz. Weispun Flooring Limited, with estimated revised project cost of approximately Rs 1100 crore and shifting of proposed facility from Gujarat to Telangana. The Board of Directors of Welspun India at its meeting held on 21 September 2018 considered and approved the draft Scheme of Amalgamation of Prasert Multiventure Private Limited (PMPL) with Welspun India Limited (WIL). With a view to streamline the promoter holding in WIL and to eliminate layer of Promoter-shareholder Company, the scheme provides for the merger of PMPL, a promoter company and a shareholder of WIL, into WIL. Upon effectiveness of the Scheme, the existing equity shares held by PMPL in WIL shall be cancelled and WIL shall issue equivalent number of equity shares to the shareholders of PMPL. The promoters would continue to hold the same percentage of shares in WIL, pre and post the amalgamation and there will be no increase in the promoter shareholding of WIL. In FY 2018, the Company had lent a sum of Rs 400 million to a related party entity viz. Howden Solyvent India Private Limited on terms which were benchmarked with market rates and on an arms' length basis under Section 186 of the Companies Act, 2013 during the year under review. The shareholders and creditors of the Company have on 08 March 2019 approved the Scheme of Amalgamation, presented under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('the Act') and the rules and regulations made thereunder, of Prasert Multiventure Private Limited (holding company of Welspun India Limited) ('Transferor Company / PMPL') with your Company ('Transferee Company / WIL') and their respective shareholders and creditors ('the Scheme'). The Hon'ble National Company Law Tribunal ('NCLT'), Ahmedabad Bench vide its order dated 10 May 2019 sanctioned the Scheme. The Scheme has become effective on 21 May 2019, being the date of filing e-form INC28 with the Ministry of Corporate Affairs. Pursuant to the Scheme becoming effective, all the assets and liabilities of PMPL as on the Appointed Date of 08 October 2018 stood transferred to your Company. The existing equity shares held by PMPL in your Company shall be cancelled and in consideration thereof 679,078,913 fully paid up equity share of Re 1 each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of the Transferor Company in proportion to their holding in the Transferor Company. Further, pursuant to the Scheme, the authorized share capital of the Company stood increased to Rs 155.55 Crore due to combination of the authorized share capital of the Transferor Company. Upon effectiveness of the Scheme, the promoters would continue to hold the same percentage of shares in your Company, pre and post the amalgamation and there will be no increase or decrease in the promoter shareholding. During the FY2019, the Company's subsidiary in USA promoted TILT Innovations, Inc. with an objective to develop smart home-textile solutions. The Company formed a wholly owned subsidiary viz. Welspun Advanced Materials Limited, incorporated in India, with an objective to explore undertaking advanced textile project on a greater scale with focused management. Welspun has been awarded the most innovative company Award for contribution towards Most Innovative Product Offerings at annual Li & Fung global vendor summit 2019. During the FY2020, Welspun Advanced Materials (India) Limited, incorporated in India, with an objective to explore undertaking advanced textile project on a greater scale with focused management. During the year 2019-20, the Company has entered into joint venture with Sense Organics Import & Trading GmbH, Germany ('SOIT') and has acquired 51% of the share capital, at par, of Pure Sense Organics Myanmar Limited ('PSOML'), a Company incorporated under the Myanmar Companies Act 2018 on 24 January 2018, as a part of the Company's sustainable sourcing strategy. The Company has so far invested USD 102,100 in share capital of PSOML with combination of equity and preference shares. PSOML being subsidiary of the Company, it is a related party of the Company. SOIT is not related to the Company. On 11 March 2020, the World Health Organization characterized the outbreak of the new coronavirus ('COVID-19') as a pandemic. This outbreak of COVID-19 is causing significant disturbance and slowdown of economic activities globally and in India. The operations of the Company were impacted, due to shutdown of plants and offices following lockdown in their respective countries as per directives from the respective Governments. The Company has resumed operations in a phased manner as per directives from the Government of respective countries. During the FY2020 the total Capex stood at Rs 5.25 billion of which Rs 3.38 billion was for flooring project. The company has been recognized as one of top 100 companies in India for Sustainability and CSR by ET-Futurescape for 2020. On 17 September 2020, the Company acquired 48% stake in Welassure Private limited for a total cash consideration of Rs 29 lacs making it an associate of the Company. The Board has approved capacity expansion plan for the Home Textile business through debottlenecking and rebalancing of facilities at Vapi and Anjar. It will be a capital light, quick turnaround expansion, resulting in increased capacity of Towels by 7%, Bed Linen by 20% and Rugs & Carpets by 80%. The company is expected to spend around Rs 2,250 mn for the expansion over FY 21 & FY 22. The benefits of this expansion will start accruing in phases from as early as Q1 FY22. During the year 2021, Company have continued adding business from a large list of marquee brands across both Commercial & Hospitality channels. During the year FY 2020-21, the Company's subsidiary viz. Welspun USA, Inc. (WUSA) acquired 100% share capital of a company called TMG Americas LLP ('TMG') in USA having real-estate residential unit in New York, USA. During the year FY2021-22, the Company divested its investment in Pure Sense Organic Myanmar Limited (PSOML), a Myanmar based company. During the year FY2022-23, the Company transferred its entire shareholding in Welspun Innovative Products Limited and Easygo Textiles Private Limited. In FY23, it launched Dreamtec Sheet, which is a novel innovation designed to enhance the body's natural cooling system; launched Martha Kids, a new line featuring design themes such as travel, world geography, transportation, farming, and camping; introduced washable area rugs, a ground-breaking addition to their product line-up; launched power core cotton range of products in bedsheets and towels having high durability and quick drying properties; introduced the latest evolution of HygroCotton.