Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Rama Steel Tubes Limited
Meeting Details
The First Extraordinary General Meeting for the financial year 2026-27 will be held on Wednesday, October 21, 2026, at 12:30 PM IST through video conferencing/other audio-visual means. The venue is deemed to be the Registered Office at Office no. 1 & 2, A-15, 3rd Floor, Swasthya Vihar, New Delhi - 110092.
Proposed Resolutions and Implications
ITEM NO. 1: Alteration of Capital Clause
Special Resolution to increase authorized share capital from ₹200,00,00,000 (200 crore equity shares of ₹1 each) to ₹250,00,00,000 (250 crore equity shares of ₹1 each) to facilitate fund-raising requirements and accommodate the proposed preferential issue.
ITEM NO. 2: Preferential Issue of Equity Shares
Special Resolution to issue up to 53,28,00,000 equity shares of ₹1 each at ₹5 per share (including premium of ₹4) to non-promoter category allottees:
| Sr. No | Name | Equity Shares | Category | Consideration |
| 1 | Mr. Mangesh Anilpant Duke | 12,00,00,000 | Non-Promoter | Cash |
| 2 | Ms. Payal Mangeshrao Duke | 8,00,00,000 | Non-Promoter | Cash |
| 3 | Mr. Jagjit Gouri | 33,28,00,000 | Non-Promoter | Other than Cash |
| Total | | 53,28,00,000 | | |
Utilization of Funds:
- ₹100 crore from cash component (20 crore shares) to infuse funds into subsidiary RST International Trading FZE for acquisition of shareholding in Automech Group Holding Limited
- ₹166.40 crore from non-cash component (33.28 crore shares) as consideration for acquisition of 21.62% stake in Automech Group Holding Limited
Key Terms:
- Relevant Date for pricing: September 21, 2026
- Minimum price computed as ₹4.84 per share as per SEBI ICDR Regulations
- Lock-in period as per Regulation 167 of SEBI ICDR Regulations
- Allotment to be completed within 15 days of resolution passing
Voting Process and Methods
The company provides facility for:
1. Remote e-voting from Sunday, October 18, 2026 (9:00 AM) to Tuesday, October 20, 2026 (5:00 PM)
2. E-voting during the EGM on October 21, 2026
NSDL is the authorized agency for e-voting services. Cut-off date for voting rights is Wednesday, October 14, 2026.
Scrutinizer Appointment
M/s. Arun Kumar Gupta & Associates, Practicing Company Secretaries, Delhi, has been appointed as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
Compliance with Laws and Regulations
The notice confirms compliance with:
- Companies Act, 2013 and relevant Rules
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
- MCA Circulars regarding virtual meetings
- All applicable regulatory requirements for preferential issues
Additional Financial Information
Current Shareholding Pattern (as of September 18, 2026):
- Promoters: 33.61% (54,98,53,748 shares)
- Non-Promoters: 66.39% (1,08,61,87,231 shares)
- Total: 100% (1,63,60,40,979 shares)
Post-Issue Shareholding Pattern (Projected):
- Promoters: 25.35% (54,98,53,748 shares)
- Non-Promoters: 74.65% (1,61,89,87,231 shares)
- Total: 100% (2,16,88,40,979 shares)
Valuation Reports Obtained:
1. Minimum price certificate from Arun Kumar Gupta, Practicing Company Secretary
2. Fair value certificate from Manish Chandra, IBBI Registered Valuer (IBBI/RV/05/2019/10903)
3. Fair value certificate from CA Kapil Dev Dhir, IBBI Registered Valuer (IBBI/RV/06/2021/14028)
4. Valuation of Automech Group Holding Limited from Sanjeet Kumar Sharma, IBBI Registered Valuer (IBBI/RV/02/2020/13091)
All reports are available on the company's website at https://ramasteel.com/other-disclosure.php