WELSPUN ENTERPRISES LTD

INVESTOR PRESENTATION
SEPTEMBER 2017

INFRASTRUCTURE OIL & GAS FINANCIAL SERVICES

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SAFE HARBOR
The information contained in this presentation is provided by Welspun Enterprises Limited (the “Company”). Although care has been taken to ensure that the information in this
presentation is accurate, and that the opinions expressed are fair and reasonable, the information is subject to change without notice, its accuracy, fairness or completeness is not
guaranteed and has not been independently verified and no express or implied warranty is made thereto. You must make your own assessment of the relevance, accuracy and
adequacy of the information contained in this presentation and must make such independent investigation as you may consider necessary or appropriate for such purpose. Neither
the Company nor any of its directors assume any responsibility or liability for, the accuracy or completeness of, or any errors or omissions in, any information or opinions contained
herein. Neither the Company nor any of its directors, officers, employees or affiliates nor any other person accepts any liability (in negligence, or otherwise) whatsoever for any loss
howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith.

The statements contained in this document speak only as at the date as of which they are made, and the Company expressly disclaims any obligation or undertaking to
supplement, amend or disseminate any updates or revisions to any statements contained herein to reflect any change in events, conditions or circumstances on which any such
statements are based. By preparing this presentation, none of the Company, its management, and their respective advisers undertakes any obligation to provide the recipient with
access to any additional information or to update this presentation or any additional information or to correct any inaccuracies in any such information which may become apparent.
This document is for informational purposes and does not constitute or form part of a prospectus, a statement in lieu of a prospectus, an offering circular, offering memorandum, an
advertisement, and should not be construed as an offer to sell or issue or the solicitation of an offer or an offer document to buy or acquire or sell securities of the Company or any
of its subsidiaries or affiliates under the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, both
as amended, or any applicable law in India or as an inducement to enter into investment activity. No part of this document should be considered as a recommendation that any
investor should subscribe to or purchase securities of the Company or any of its subsidiaries or affiliates and should not form the basis of, or be relied on in connection with, any
contract or commitment or investment decision whatsoever. This document is not financial, legal, tax, investment or other product advice.

This presentation contains statements of future expectations and other forward-looking statements which involve risks and uncertainties. These statements include descriptions
regarding the intent, belief or current expectations of the Company or its officers with respect to the consolidated results of operations and financial condition, and future events and
plans of the Company. These statements can be recognized by the use of words such as “expects,” “plans,” “will,” “estimates,” or words of similar meaning. Such forward-looking
statements are not guarantees of future performance and actual results, performances or events may differ from those in the forward-looking statements as a result of various
factors and assumptions. You are cautioned not to place undue reliance on these forward looking statements, which are based on the current view of the management of the
Company on future events. No assurance can be given that future events will occur, or that assumptions are correct. The Company does not assume any responsibility to amend,
modify or revise any forward-looking statements, on the basis of any subsequent developments, information or events, or otherwise.

Any reference herein to "the Company" shall mean Welspun Enterprises Limited, together with its consolidated subsidiaries.

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 Infrastructure
Global Leader in Global Leader in
Oil & Gas
Home Textiles Large Diameter Pipes
Financial Services

Group Revenue Market Cap Employees

US$ 2.1 Billion US$ 2.3 Billion 25,000+

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 1. Company Overview
2. Infrastructure
i. HAM
ii. BOT
3. Oil & Gas
AGENDA 4. Financial Services
5. Corporate Social Value
6. Financials
7. Way Forward
8. Key Highlights

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WELSPUN ENTERPRISES (WEL): OVERVIEW

Unique position with diverse initiatives Robust HAM Portfolio

In Sunrise Sectors of Rs. 41+ Billion
4 projects; 120+ kms

Six completed BOT (Toll) Road

projects Oil & Gas
with 500+ km Partnership with Adani Group
on 5 blocks
Among the very few infra developers
in India with
Rs. 9.3 Billion
Net Cash (after debt)
Strong balance sheet
Healthy cash reserve Seeking RBI approval for
NBFC
Max. investment upto Rs. 3.5 Bn
Robust Credit Rating
Long term rating of ‘A+’ Share BuyBack Completed
Short term rating of ‘A1+’ 15.5% paid-up capital bought back
in Mar-17

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EQUITY SNAPSHOT
Shareholding Pattern (as on 30th June 2017) Market Cap (Rs. Million)

41.5% 16,305
44.6%

Promoter
Management 12,313

FIIs 10,797 10,518

10,268
Banks and Insurance Cos

Public
30 June 16 30 Sep 16 31 Dec 16 31 Mar 17 30 June 17

7.5% 0.8%
6.5%

Market Statistics Creating Shareholder value

Share Buyback
As on Jun 30, 2017 INR USD
• Bought back ~27 mn shares at Rs. 62 per share
Price per share 110.7 1.72 • Total cash outflow of Rs. 1.67 bn
• Completed in March 2017
No of Shares outstanding (Mn) 147 147

Market Capitalization (Mn) 16,305 253

Stated Dividend Distribution Policy
• Endeavor to achieve distribution of an amount of profit
Daily Average Trading Volumes (Q1FY18) No of
shares in Mn
1.2 1.2 subject to maximum of 25% of Profit After Tax
• Applicable FY18 onwards
Daily Average Trading Value (Q1FY18) (Mn) 120 1.9
• FY17 annual dividend announced at Rs. 0.75/share

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EXPERIENCED BOARD AND MANAGEMENT
Board of Directors Management Team
B.K.Goenka, Chairman Sandeep Garg, Managing Director & CEO, Member of Board
• Amongst India’s most dynamic businessmen • Harvard Graduate with 30+ years experience in diverse roles in infrastructure
• Ranked amongst India’s Most Powerful CEOs by Economic Times and oil & gas sector
• Prior experience with ONGC, Punj Lloyd, IL&FS
Rajesh Mandawewala, Group MD
• Associated with Welspun Group since 1985 as promoter Akhil Jindal, Group CFO & Head-Strategy
• Chartered Accountant with experience across industries • 22+ years of experience in corporate finance, M&A, strategy, new business
development and fund raising
Dhruv Subodh Kaji, Independent Director • Has significantly contributed to Welspun Group in the last 12 years with its
• Chartered Accountant with 35+ years experience across industries global expansion plans

Mala Todarwal, Independent Director Asim Chakraborty, Chief Operating Officer (COO) - Highways
• Qualified CA with experience in Audit Assurance, Due Diligence, Corporate • 32 years experience in Designing, Engineering and Construction of
Restructuring and Transaction Advisory Infrastructure projects

Mintoo Bhandari, Non-Executive Director Banwari Lal Biyani, Operation Head – BOT & EPC
• MIT & Harvard Graduate with 25+ years of experience in sourcing, execution • AICWA professional with approx 39 years experience in Commercial,
& development of transactions and enterprises Planning & Budgeting, Business Excellence & Strategy and Operations

Mohan Tandon, Independent Director

• Ex MD of GIC of India, and Chairman & MD of National Insurance Co. Ltd. Deepak Chauhan, Head – Group Legal
• Expert in Org. Restructuring; Productivity-oriented Incentive Schemes • 20 years experience in legal, majorly in infrastructure and transportation

Ram Gopal Sharma, Independent Director

Devendra Patil, Head – Group Secretarial
• 40+ years experience in life insurance, MFs, finance, training & development
• 30+ years experience in secretarial and legal

Yogesh Agarwal, Independent Director

Shriniwas Kargutkar, Chief Financial Officer (CFO)
• Certified Associate of Indian Institute of Bankers (CAIIB)
• Qualified CA with 34+ years experience in Finance and Accounts
• 40+ years experience in Banking. Ex MD on boards of SBI, IDBI

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DIVERSE PORTFOLIO IN HIGH-POTENTIAL SECTORS
WELSPUN ENTERPRISES LTD

INFRASTRUCTURE OIL & GAS^ FINANCIAL

SERVICES
4 HAM Projects 6 BOT Projects 5 Active O&G Blocks NBFC

Under construction Operational Discovered Applied for

-Delhi Meerut Expressway Highways: - B-9 cluster (DSF) License to RBI
(60% completed by Aug-17, - Dewas - Bhopal* Appraisal stage
COD targetted by Mar-18) - Himmatnagar Bypass - CB-ONN-2005/4
Under development - Hoshangabad - Khandwa - GK-OSN-2009/1
- Aunta-Simaria - Kim - Mandvi - GK-OSN-2009/2
- Chutmalpur-Ganeshpur - Raisen - Rahatgarh Exploratory stage
- Gagalheri-Saharanpur- Water Supply: - MB-OSN-2005/2
Yamunanagar - Dewas Water**

* 13% minority stake; not being operated by WEL ** Modified project under development ^ In Joint venture with Adani Group 8
INFRASTRUCTURE

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HYBRID ANNUITY MODEL (HAM) OVERVIEW
Award criterion: Lowest NPV value based on Construction Returns to Concessionaire on Capital Arranged
cost and O&M cost, quoted by the bidders
- Annuity payments (biannually) till end of concession
period as per predetermined schedule
- Interest payments (on reducing balance @ Bank
40% of Project Cost (Construction Rate + 3%)
Support) by Govt.
COD - O&M payments at the bid rate with escalation

Hybrid Annuity Project

60% of Project Cost arranged by Toll collection O&M by

Concessionaire for Financial Closure by Govt. Concessionaire
-12-15% through equity from developer
- Remaining by debt

Construction Period O&M Period

Advantages Advantages
For Developer For Developer
- Easier debt servicing in initial years vs. BOT Toll - No traffic or tolling risk for developer
- Reduced Funding requirements; only 12-15% equity - Separate O&M payments from NHAI
For Authority For Authority
- Lesser cash outflow as compared to EPC - Revenue generation from toll collection

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WEL: ASSET LIGHT APPROACH TO INFRASTRUCTURE

1 2 3 4
Bid for differentiated Achieve early Award construction to Rigorous project
HAM projects financial closure best suited sub- monitoring &
contractor supervision
• Lower competition • Strong Balance Sheet
• Ensure reasonable EPC • Achieve early completion
• Better IRRs to reduce finance cost
margin for Welspun • Ensure right quality to
• Higher upfront equity
• Reduce execution risk keep O&M costs under
commitment to provide
• Minimal investment in check
comfort to lenders
Plant & Machinery

8 7 6 5
Reinvest proceeds in Value unlocking after 2 Refinance to reduce Achieve COD ahead of
new projects years of operation interest cost schedule

• Ensure optimal balance • Divest to long term • Raise NHAI backed AAA • Earn early completion
sheet size investor with lower cost of bonds at lowest possible bonus to boost returns
capital to unlock value cost, thereby improving • Kick start revenue
equity IRR generation through
annuity and O&M

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 STRONG PLATFORM SET FOR FUTURE GROWTH
Continuously building HAM portfolio through bid / buy strategy for profitable growth

Current order book at ~Rs. 34 Billion

As on Mar-15 As on Mar-16 As on Aug-17

EPC of HAM: NIL

Other EPC: 0.95 bn
EPC of HAM: 7.72 bn
Other EPC: 0.35 bn

EPC of HAM Projects EPC of HAM: 34.00 bn

Other EPC: 0.13 bn
Other EPC

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EXECUTION PICKING UP
Current revenue contributed mainly by Delhi-Meerut Expressway Package-1 HAM project

Recently added HAM projects expected to contribute significantly from Q3FY18

Infrastructure Revenues and EBIT (Rs. Million)

2,063
EPC of HAM Others EBIT 1,815

292
167 165 207 284

(141) (21) (23)

Q1FY17 Q2FY17 Q3FY17 Q4FY17 Q1FY18

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INFRASTRUCTURE PROJECTS
HAM PROJECTS BOT PROJECTS

Delhi-Meerut Expressway (Pkg 1) Dewas - Bhopal Dewas Water

Stake: 100% Stake: 13% Stake: 100%
Authority: NHAI Authority: MPRDC Authority: MPSIDC
Status: Under Construction 1 Status: Operational Status: Operational*

Aunta-Simaria Himmatnagar Bypass Hoshangabad - Khandwa

Stake: 100% Stake: 100% Stake: 100%
Authority: NHAI Authority: GSRDC Authority: MPRDC
Status: Under Development 2 Status: Operational Status: Operational

Chutmalpur-Ganeshpur
Kim - Mandvi Raisen - Rahatgarh
Stake: 49%
Stake: 100% Stake: 100%
Authority: NHAI
Authority: GSRDC Authority: MPRDC
Status: Under Development 3 Status: Operational Status: Operational

Gagalheri-Saharanpur-Yamunanagar
Stake: 49%
Authority: NHAI
Status: Under Development
4

Robust portfolio of 10 infrastructure projects in roads and water supply.

* Modified project under development 14

 1 HAM: DELHI-MEERUT EXPRESSWAY PACKAGE 1
Scope: Six-laning of Delhi – Meerut Expressway & four- PROJECT DETAILS
laning either side from km 0.000 to existing km 8.360 of NH-
Project Length (Kms) 8.716 Km
24 in the State of Delhi
Award Date Jan 2016
Status: Under Construction; 60% completed within 9 Financial Closure Sept 2016
months of construction (Aug 2017) - well ahead of schedule. Appointed Date 28th Nov 2016
COD targetted by March 2018
Construction Period 30 months
Concession Period after COD 15 Years

PROJECT COST & FINANCING (Rs. Mn)

Bid Project Cost 8,415

Means of Finance
- NHAI 3,366
- Debt 4,000
- Equity 1,049

FLYOVER
O&M Cost (First Year) 39.5

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1 NHAI APPRECIATION FOR SPEEDY PROGRESS

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 2 HAM: AUNTA-SIMARIA (Ganga Bridge with Approach Roads)
Scope: Six- Laning from Aunta-Simaria (Ganga Bridge with PROJECT DETAILS
Approach Roads) Section from km 197.900 to km 206.050 of
Project Length (Kms) 8.15 Km
NH-31 in the State of Bihar
Award Date Aug 2017
Status: Received Letter of Award; Financial closure in Financial Closure Under Progress
progress and appointed date awaited Appointed Date Post financial closure
Construction Period 42 months
Concession Period after COD 15 Years

PROJECT COST & FINANCING (Rs. Mn)

Bid Project Cost 11,610

Means of Finance
- NHAI 4,644
- Debt 5,573
- Equity 1,393

O&M Cost (First Year) 99

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 3 HAM: CHUTMALPUR-GANESHPUR & ROORKEE-CHUTMALPUR-GAGALHERI

Scope: 4-Laning of Chutmalpur-Ganeshpur section of NH- PROJECT DETAILS

72A & Roorkee-Chutmalpur-Gagalheri section of NH-73 in
Project Length (Kms) 53.3 Km
UP & Uttarakhand
Acquisition Date Sep 2017
Status: Financial closure completed; documents under Financial Closure Completed
review by NHAI. Appointed date awaited Appointed Date Awaited
Construction Period 24 months
Concession Period after COD 15 Years

GANESHPUR

PROJECT COST & FINANCING (Rs. Mn)

CHUTMALPUR
Bid Project Cost 9,420
Means of Finance
- NHAI 3,768
GAGALHERI
- Debt 4,522
- Sponsor’s Commitment 1,130

ROORKEE
O&M Cost (First Year) 100

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 4 HAM: GAGALHERI-SAHARANPUR-YAMUNANAGAR
Scope: 4-Laning of Gagalheri-Saharanpur-Yamunanagar PROJECT DETAILS
(UP/Haryana Border) section of NH-73
Project Length (Kms) 51.5 Km

Status: Financial closure completed; documents under Acquisition Date Sep 2017
review by NHAI. Appointed date awaited Financial Closure Completed
Appointed Date Awaited
Construction Period 24 months
Concession Period after COD 15 Years

YAMUNANAGAR

PROJECT COST & FINANCING (Rs. Mn)

Bid Project Cost 11,840

Means of Finance
- NHAI 4,736
- Debt 5,683
GAGALHERI
- Sponsor’s Commitment 1,421

SAHARANPUR O&M Cost (First Year) 100

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EXPERTISE OF MANAGING BOT PROJECTS
Experience of successfully operating more than 500+ kms of roads
WEL currently operates 5 infrastructure projects on BOT basis
(Rs. Mn)

Value on Debt on
Concession
Sector Project Name Location books books COD
End
(March-17) (March-17)
Himmatnagar Bypass Gujarat 22 - Apr-06 Jun-20

Hoshangabad- Khandwa MP 111 - May-05 Sep-17

Highways
Kim - Mandvi Gujarat 428 230 Aug-10 Feb-26

Raisen - Rahatgarh MP 106 - Mar-06 Aug-18

Water Supply Dewas Water* MP 561 561** Sep-08 Jun-37

Total 1,228 791

* Modified project under development

** To be subsumed under the modified project which is under development

Note: Company holds minority stake (13%) in Dewas Bhopal road project which is not consolidated 20
UPDATE ON BOT PROJECTS – OUTSTANDING MATTERS
Dewas Water – Modified Project
 Project being modified under the Madhya Pradesh Swiss Challenge Guidelines
 Modified project involves the supply of treated water of up to 23 MLD to industrial customers in Dewas
 Source of water ~ 7 km from Dewas as against 122 km for the existing project
 WEL has exercised its Right of First Refusal to develop the project by matching the best financial offer of
the competitive bid process
 Project construction schedule is 12 months and Concession Period is up to June 15, 2037
 Estimated cost of the modified project is Rs. 1,180 mn including subsumed debt of the existing project

ARSS Bus Terminal

 Project terminated ab-initio by High court on default of concessioning authority (OSRTC)
 WEL’s total investment was Rs.400 mn
 Rs. 190 mn already received back; remaining expected to be recovered from project partner and claims
submitted to the authority

Dewas-Bhopal Road Project

 Residual stake of 13% can be sold to same buyer at Rs. 295 mn (plus interest at 11% p.a from Dec 2015)
 Deal likely to conclude in FY18
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OIL & GAS

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OIL & GAS – ACTIVE BLOCKS SUMMARY
Adani Welspun Exploration Ltd (AWEL), a 65:35 JV between Adani Group & WEL, is the key investment vehicle

AWEL WEL Effective

Block Name Location Status
Stake Stake

Right to Farm-out 55% ownership to ONGC for Phase II;

Mumbai
MB-OSN-2005/2 100% 35% ONGC’s board has approved; Ministry approval awaited
High
for entry into Phase-II

Declared potential commercial discovery by operator;

GK-OSN-2009/2 Kutch 30% 10.5%
appraisal studies underway

Declared potential commercial discovery by operator;

GK-OSN-2009/1 Kutch 25% 8.75%
appraisal studies underway
Consortium had stuck oil in the block. Termination notice
served by MoPNG due to default of Naftogaz India holding
CB-ONN-2005/4 Palej -* 35% 10% stake; non-defaulting partners AEL and WEL have
requested for transfer of this 10% stake to AEL/AWEL.
Request pending for approval by DGH/MoPNG.

Mumbai Awarded in March 17; development plan being drawn;

B9 Cluster (DSF) 100% 35%
High Anticipated capital cost: USD 110 mn (at AWEL level)

Value accretion expected on the invested amount of Rs. 5 Bn

Revenue from first block expected in FY19-20
* 55% stake directly held by Adani Enterprises Ltd and 35% by WEL 23
FINANCIAL SERVICES

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FORAY INTO NBFC SPACE

Applied for NBFC License under subsidiary- Welspun Financial Services Limited(WFSL)

WEL to hold 60% stake and 40% by the Welspun Promoter group

In discussions to get an experienced team of professionals as management/partners

Partner might invest own funds and hold a minority stake in the venture

A Board delegated committee to evaluate and take day to day decisions

Target areas & business plan to be decided in 3 months, after partner on-boarding

WEL Initial Investment: Upto Rs. 20mn; In-principle approval for maximum Rs. 3.5bn

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CORPORATE SOCIAL
VALUE

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WELSPUN GROUP INITIATIVES
Empowerment
• Education at Govt. Schools

• Adult Literacy Education for women • Vocation Centers: 8 centers have resulted in INR
13mn earnings for women

Education • Walmart’s SWASTI foundation for Women

Empowerment and Training: Successfully
trained 2,335 women in foundation-level and 519
women in advanced level course

3Es of
Corporate Education
Social • Welspun Vidya Mandir at Anjar: quality
Value education to 1500 students
• Quality Education Project at 41 government
schools in Anjar reaches out to over 10,000
students.
Environment & Empowerment • Deployment of 60 Para teachers at Anjar
Health

Environment & Health

• Mobile Health Vans (MHV): Moving dispensary
• Sustainability Focus
manned by a qualified doctor, pharmacist and a
• Health Camps & Mobile • Vocational Training for social worker. MHVs reach out to 17 villages with
Medical Vans women and youth a target of over 20,000 individuals.
• Natural/recycled products • Employability • Health Camps
• 320K trees planted
• 1500 toilets have been constructed at 18 villages
• Rain water harvesting
• Blindness Control Program for elderly people

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WELSPUN ENTERPRISES INITIATIVES
Working with communities through diverse social interventions to secure stable & sustainable futures

Community Healthcare Enhancing & Promoting

Potable Water Supply
Programme Education

 Location: Near Welspun  Reduced localites travel of  Providing basic education

Delhi-Meerut Expressway 500-750 meters for clean required in day to days life in
Project water young age

To educate and provide  250+ beneficiaries in the  Distribution of school kits
healthcare checkup Gyaspur village and books for children

 In collaboration with  Provided clean & hygienic  Programme started with 20

Government Medical Officers water bottles for storage children, now increased to 45

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FINANCIALS

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INCOME STATEMENT SNAPSHOT

Rs. Million
Consolidated Standalone
YoY YoY
Particulars Q1FY18 Q1FY17 Q1FY18 Q1FY17
Growth Growth
Total income 2,436 661 269% 2,301 635 262%
EBITDA 434 209 108% 369 239 54%
PBT before exceptional 308 132 133% 291 175 66%
Cash PAT 303 187 62% 280 220 27%

Consolidated Standalone
YoY YoY
Particulars FY17 FY16 FY17 FY16
Growth Growth
Total income 4,153 2,908 43% 3,986 3,003 33%
PBT before exceptionals 381 192 98% 427 312 37%
PBT 151 (40) - 534 383 39%

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BALANCE SHEET SNAPSHOT

Rs. Million

Consolidated Balance Sheet Snapshot 31st Mar 2017 31st Mar 2016
Networth 12,584 14,210
Gross Debt 1,503 942
Cash & Cash Equivalents 10,785 8,769
Net Debt /(Cash) (9,282) (7,828)
Other Long Term Liabilities 288 370
Total Net Fixed Assets (incl. CWIP) 3,032 2,324
Net Current Assets (Excluding Cash & Cash Equivalents) (1,289) 172
Other Long Term Investments and assets 1,843 4,244

Note: Cash & Cash Equivalents includes liquid Investments & ICDs

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WAY FORWARD

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WAY FORWARD

Continue approach of cautious bid/buy strategy to strengthen HAM portfolio

Targeting projects where differentiation is possible

Assessing Toll-Operate-Transfer (TOT) model Opportunities

Explore and develop existing oil & gas blocks

Tapping new ground in the financial services sector

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KEY HIGHLIGHTS

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KEY HIGHLIGHTS
Well Positioned to Benefit from India’s Economic Growth & Development

Unique Position with Strong Growth Potential through Diverse Initiatives In Sunrise Sectors

Strong Financials with Robust Credit Rating to tap Varied Opportunities

Asset light business model in Infra with regular project value-enhancement post COD

Regular stream of income from EPC and long-term O&M of various assets

Focus on Sustainable and Inclusive Growth

Strong Corporate Governance - Experienced Board with Majority Independent Directors

Transparency through Timely Disclosures with Stated Dividend Distribution Policy

Management with Proven Track Record

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 THANK YOU

For further details, please contact:

Harish Venkateswaran
AVP - Group Finance and Strategy
Email: [email protected]

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