Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Hi-Tech Pipes Limited
Meeting Details
This is a postal ballot process without a physical meeting. The remote e-voting period commences on Saturday, May 30, 2026, at 9:00 AM IST and ends on Sunday, June 28, 2026, at 5:00 PM IST. The resolution will be deemed passed on the last date of e-voting (June 28, 2026) if approved by the requisite majority.
Summary of Proposed Resolution and Implications
The single special resolution proposes to issue 90,00,000 (Ninety Lakh) fully convertible equity warrants on a preferential basis to three promoter group entities:
- Mr. Vipul Bansal: 20,00,000 warrants
- Aks Buildcon Private Limited: 40,00,000 warrants
- Hi-tech Agrovision Private Limited: 30,00,000 warrants
Key terms of the issuance:
- Exercise price: ₹100 per warrant (including a premium of ₹99 per share)
- Total issue size: ₹90,00,00,000 (Ninety Crores)
- Each warrant convertible into 1 equity share of face value ₹1 each
- 25% of the issue price (₹25 per warrant) payable on allotment
- Balance 75% payable at the time of conversion
- Conversion period: 18 months from date of allotment
- Unconverted warrants will lapse, and advance payment will be forfeited
- The resulting equity shares will rank pari-passu with existing shares
Voting Process and Methods
The company has engaged National Securities Depository Limited (NSDL) to provide remote e-voting facilities. Voting rights are based on the paid-up value of shares held as of the record date (cut-off date): Friday, May 22, 2026. The notice is being sent electronically to members whose email addresses are registered with the company/depositories as of this cut-off date.
Scrutinizer's Role and Findings
Mr. Naveen Shree Pandey, Proprietor of M/s NSP & Associates, Practicing Company Secretary (C.P. No. 10937), has been appointed as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer will submit a report to the Chairman after the voting period ends, and the results will be declared on or before Tuesday, June 30, 2026.
Compliance with Laws and Regulations
The notice confirms compliance with:
- Sections 108, 110 and other applicable provisions of the Companies Act, 2013
- Companies (Management and Administration) Rules, 2014
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
- SEBI Circulars dated May 12, 2020; January 15, 2021; May 13, 2022; January 5, 2023; October 7, 2023; and October 3, 2024
- MCA Circulars dated April 8, 2020; April 13, 2020; May 5, 2020; June 15, 2020; September 28, 2020; December 31, 2020; June 23, 2021; December 8, 2021; December 14, 2021; May 5, 2022; December 28, 2022; September 25, 2023; September 19, 2024; and September 22, 2025
- Secretarial Standard-II on General Meetings
Additional Financial Information
The objects of the issue are to meet working capital requirements and general corporate purposes. The funds are expected to be utilized within 24 months from the date of allotment.
The relevant date for price determination is May 29, 2026 (30 days prior to the deemed date of passing the resolution). The minimum price as per SEBI ICDR Regulations is ₹90.27, but the company has fixed the price at ₹100 per warrant.
The post-issue shareholding pattern (assuming full conversion) shows promoter group holding increasing from 43.76% to 46.14% of the expanded capital base of 212,107,734 shares.
The lock-in requirements: Convertible warrants will be locked in for one year from allotment date, and resulting equity shares will be locked in for eighteen months from date of trading approval.
A practicing company secretary's certificate from Mr. Brajesh Kumar & Associates (Peer Review Certificate No. 5461/2024) certifying compliance with SEBI ICDR Regulations is available for inspection on the company website until June 28, 2026.