Key Resolutions for Shareholder Approval

The notice seeks approval for two resolutions via remote e-voting:

Item No. 1: Ordinary Resolution to Increase Authorised Share Capital

  • To increase the authorised share capital of the Company from ₹50,00,00,000 (Rupees Fifty Crores) divided into 5,00,00,000 Equity Shares of ₹10 each to ₹60,00,00,000 (Rupees Sixty Crores) divided into 6,00,00,000 Equity Shares of ₹10 each.
  • This involves the creation of an additional equity share capital of ₹10,00,00,000 (Rupees Ten Crores) divided into 1,00,00,000 Equity Shares.
  • The new shares will rank pari passu with the existing Equity Shares of the Company.
  • Requires consequential alteration to Capital Clause (Clause V) of the Memorandum of Association.

Item No. 2: Special Resolution for Preferential Issue of Fully Convertible Warrants

  • To issue, on a preferential basis, up to 31,00,000 Fully Convertible Warrants to persons belonging to the Non-Promoter Category.
  • Each Warrant carries a right to subscribe to one fully paid-up Equity Share of face value ₹10.
  • Issue Price: ₹610 per Warrant.
  • Total Issue Size: ₹189,10,00,000 (Rupees One Hundred Eighty Nine Crore Ten Lakh).
  • Relevant Date for price determination: August 31, 2026.
  • Floor Price as per SEBI ICDR Regulations: ₹610.

Proposed Allottees (Non-Promoter Category)

| S. No. | Name of Proposed Allottee | Number of Warrants |

| 1 | AGDG Enterprises LLP | 12,00,000 |

| 2 | Rachita Gupta | 8,00,000 |

| 3 | Gaurav Arora | 3,00,000 |

| 4 | Rohit D Gupta | 2,00,000 |

| 5 | Anshvardhan Modi | 2,00,000 |

| 6 | Poonam Krishna Patel | 2,00,000 |

| 7 | Ekta Tayal | 1,00,000 |

| 8 | Sukumar Srinivas | 1,00,000 |

| | Total | 31,00,000 |

Terms and Conditions of Warrant Issue

  • Payment Terms: Allottees must pay 25% of the issue price (₹152.5 per Warrant) upon allotment. The balance 75% (₹457.5 per Warrant) is payable upon conversion.
  • Conversion Tenure: Warrants must be converted within 18 months from the date of allotment. Unexercised warrants will lapse, and the initial 25% payment will be forfeited.
  • Allotment Timeline: Warrants will be allotted in dematerialized form within 15 days of shareholder approval or within 15 days of receiving any pending regulatory approvals.
  • Lock-in: The Warrants and the underlying Equity Shares will be subject to lock-in as prescribed under SEBI ICDR Regulations.
  • Listing: The Equity Shares arising from conversion will be listed on BSE and NSE.
  • Rights: Warrants do not carry any shareholder rights until converted into Equity Shares.

Objects of the Preferential Issue

The proceeds from the warrant issue (₹189.1 Cr) are intended for:

  • Investment in a new subsidiary: To fund the Company's diversification into the tiles and ceramics business and allied activities through investment in and/or funding of a proposed subsidiary(ies).
  • This is part of a larger strategic plan with an investment of up to ₹300 crore to enter the contract manufacturing segment of the tiles and ceramics industry.
  • The broad range for utilization is ₹189.10 Crores, with tentative timelines for utilization latest by October 2028.
  • Pending utilization, proceeds will be deployed in scheduled commercial banks or government securities/money market instruments.

Monitoring of Funds

  • CARE Ratings Limited has been appointed as the monitoring agency to monitor the utilization of the issue proceeds, as mandated by SEBI ICDR Regulations.
  • The agency will submit quarterly reports to the Company, which will be uploaded on the company website and submitted to the stock exchanges within 45 days of each quarter-end.

Shareholding Pattern Impact

  • Current Paid-up Capital: ₹44,04,82,060 comprising 4,40,48,206 Equity Shares.
  • Post-Issue Capital (on full conversion): ₹49,14,82,060 comprising 4,91,48,206 Equity Shares.
  • The post-issue shareholding of the Promoter group will dilute from 53.05% to 49.71%.
  • The allottees will hold between 0.20% and 2.44% of the fully diluted capital. There will be no change in control of the Company.

Voting Details

  • Cut-off Date: Friday, August 28, 2026.
  • Remote e-Voting Period: Commences on Tuesday, September 01, 2026 (10:00 AM IST) and ends on Wednesday, September 30, 2026 (5:00 PM IST).
  • E-Voting Service Provider: Central Depository Services (India) Limited (CDSL).
  • Scrutinizer: Mr. Jatin Gupta, Practising Company Secretary (Membership No.: FCS 5651).
  • The resolution will be deemed passed on the last date of e-voting (September 30, 2026) if approved by the requisite majority.

Other Disclosures

  • The Company, its promoters, and directors are not wilful defaulters or fugitive economic offenders.
  • No preferential allotment has been made in the financial year 2026-27 prior to this issue.
  • A certificate from M/s. Anjali Yadav & Associates, Practicing Company Secretaries, has been obtained confirming compliance with SEBI ICDR Regulations for the preferential issue.
  • None of the Directors or Key Managerial Personnel are interested in the resolutions.

Documents Available for Inspection

The documents referred to in the Notice and Explanatory Statement are available for electronic inspection by members until the last date of e-voting (September 30, 2026) upon request via email to compliance@apollopipes.com.

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