Texmo Pipes 18th AGM Approves Preferential Issue, Director Remuneration

Meeting Details

The 18th Annual General Meeting of Texmo Pipes and Products Limited (CIN: L25200MP2008PLC020852) will be held on Friday, 11th September, 2026, at 12:30 P.M. through Video Conference (VC) / Other Audio Visual Means (OAVM). The deemed venue of the AGM is the registered office of the Company at 98, Bahadarpur Road, Burhanpur, MP. The meeting is being conducted electronically in compliance with MCA circulars (14/2020, 17/2020, 20/2020, 02/2022, 10/2022, 09/2023, 09/2024, 03/2025) and SEBI circulars (SEBI/HO/CFD/CMD1/CIR/P/2020/79, SEBI/HO/CFD/CMD2/CIR/P/2021/11, SEBI/HO/CFD/CMD2/CIR/P/2022/62, SEBI/HO/CFD/PoD-2/P/CIR/2023/4, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133).

Proposed Resolutions and Implications

Ordinary Business:

1. Adoption of Financial Statements: To receive, consider, and adopt the Audited Standalone and Consolidated Financial Statements for the year ended 31st March, 2026, together with Reports of the Board of Directors and Auditors.

2. Director Re-appointment: To appoint a director in place of Mrs. Rashmi Agrawal (DIN: 00316248) who retires by rotation and offers herself for re-appointment.

Special Business:

3. Cost Auditor Remuneration: To ratify the payment of remuneration of ₹80,000 plus applicable taxes to M/s. Saurabh Parikh & Associates (Firm Registration No. 101495) for conducting the audit of cost records for FY 2026-27.

4. Preferential Issue to Promoters: To issue and allot up to 15,30,000 equity shares of face value ₹10 each to promoters Shri Sanjay Kumar Agrawal and Smt. Rashmi Agrawal at a price of ₹45.65 per share (including premium of ₹35.65), aggregating to ₹6,98,44,500. The object is to infuse capital for long-term working capital requirements. The relevant date for pricing is 12th August, 2026. Post-issue promoter holding will increase from 44.24% to 47.01%.

5. Remuneration of Mrs. Rashmi Agrawal: To approve remuneration payable to Mrs. Rashmi Agrawal as Chairperson and Whole Time Director from 1st September, 2026 to 31st August, 2028, comprising monthly basic salary of ₹17,460, house rent allowance of ₹6,984, and various other allowances totaling approximately ₹20 lakh per month.

6. Remuneration of Mr. Sanjay Agrawal: To approve remuneration payable to Mr. Sanjay Kumar Agrawal as Managing Director from 1st September, 2026 to 31st August, 2028, comprising monthly basic salary of ₹17,460, house rent allowance of ₹6,984, and various other allowances totaling approximately ₹25 lakh per month.

Voting Process and Methods

The Company has arranged remote e-voting facility through KFin Technologies Limited, the Registrar & Share Transfer Agents. The voting process includes:

• Remote e-voting period: From Tuesday, 8th September, 2026 at 9:00 AM IST to Thursday, 10th September, 2026 at 5:00 PM IST
• Cut-off date for voting eligibility: Friday, 4th September, 2026
• E-voting at AGM: Facility will be available for members present through VC/OAVM who haven't voted remotely
• Voting methods: Members holding shares in demat mode can vote through NSDL or CDSL platforms, while physical shareholders and others can vote through KFin's evoting portal

Key Voting Information

• Total shares outstanding: 2,91,95,000 equity shares as of 7th August, 2026
• Voting rights: Proportional to shareholding as on cut-off date (4th September, 2026)
• Scrutinizer: CS Dinesh Kumar Gupta, Company Secretary in Practice (FCS 5396 and CP No. 4715) appointed to scrutinize the voting process
• Results declaration: Within 2 working days of conclusion of AGM, to be published on company website and intimated to stock exchanges

Compliance with Laws and Regulations

The notice confirms compliance with:

• Section 108 of Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014
• Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
• SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020
• All applicable MCA and SEBI circulars regarding electronic meetings and voting

Signatories and Roles

• Ajay Shrivastava: Company Secretary and Compliance Officer, responsible for addressing grievances connected with electronic voting
• CS Dinesh Kumar Gupta: Appointed as Scrutinizer for the voting process

Additional Financial Information

The explanatory statement provides financial performance indicators for the year ended 31st March, 2026:

• Gross turnover including other income: ₹35,728.17 lakhs
• Profit before interest, depreciation and tax: ₹2,505.66 lakhs
• Profit before tax: ₹1,635.80 lakhs
• Profit for the period: ₹1,125.96 lakhs

Shareholder Communication Details

The notice and annual report are being sent only through electronic mode. Members can access documents on the company's website (https://texmopipe.com), stock exchange websites (BSE and NSE), and RTA website (https://evoting.kfintech.com). The register of members and share transfer book will remain closed from 5th September to 11th September, 2026 (both days inclusive).