1. Investment in New Subsidiary for Tiles Business

The Board approved an investment plan of up to ₹300 crores for setting up subsidiary(ies) of Apollo Pipes Limited, proposed to be incorporated, for entering into the tiles and ceramics business. The proposed subsidiary(ies) shall be engaged in:

  • Manufacturing, including contract manufacturing
  • Trading, marketing and distribution of tiles, ceramics and allied products
  • Acquiring operational and profitable manufacturing businesses

The Board delegated authority to Mr. Sameer Gupta (Managing Director) and Mr. Arun Agarwal (Joint Managing Director) severally to take all necessary actions regarding:

  • Incorporation of the proposed subsidiary(ies)
  • Determination of the manner and timing of investment
  • Execution within the overall investment plan approved by the Board

2. Preferential Issue of Warrants

The Board approved the issuance of up to 31,00,000 Warrants, each convertible into 1 fully paid-up equity share of face value ₹10 each, at a price of ₹610 per Warrant (including a premium of ₹600 each). The Warrant Issue Price aggregates to ₹189,10,00,000 (Rupees One Hundred Eighty Nine Crore Ten Lakh Only).

Key Details of Preferential Issue:

  • Type of Securities: Fully Convertible Warrants (FCWs)
  • Issue Type: Preferential Issue
  • Total Number: Up to 31,00,000 Warrants
  • Issue Price: ₹610 per Warrant
  • Consideration: Cash
  • Conversion Terms: Convertible within maximum period of 18 months from date of allotment
  • Allottees: Identified persons belonging to 'Non-Promoter' Category
  • Regulatory Framework: Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Companies Act, 2013, and other applicable laws
  • Approvals Required: Shareholders approval and other requisite statutory and regulatory approvals

List of Allottees and Their Allotments:

1. AGDG Enterprises LLP - 12,00,000 Warrants

2. Rachita Gupta - 8,00,000 Warrants

3. Gaurav Arora - 3,00,000 Warrants

4. Rohit D Gupta - 2,00,000 Warrants

5. Anshvardhan Modi - 2,00,000 Warrants

6. Poonam Krishna Patel - 2,00,000 Warrants

7. Ekta Tayal - 1,00,000 Warrants

8. Sukumar Srinivas - 1,00,000 Warrants

Shareholding Impact:

  • Current holding of all allottees: Nil shares (0% holding)
  • Post-issue holding on fully diluted basis: 6.31% of paid-up equity share capital
  • Calculation assumes conversion of existing outstanding warrants and full conversion of the 31,00,000 new Warrants

3. Increase in Authorised Share Capital

The Board approved the proposal to increase the authorised share capital of the Company from ₹50,00,00,000 (50 crore) to ₹60,00,00,000 (60 crore), divided into 6,00,00,000 Equity Shares of ₹10 each. This increase is to provide adequate authorised share capital for allotment of Equity Shares upon conversion of the proposed Warrants.

Consequently, the Board approved the proposed alteration of the Capital Clause of the Memorandum of Association of the Company, subject to approval of the Members.