Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
Deemed Venue: Registered office at Survey No. 233/2 and 234/1, Dhaneti, Bhuj 370020, Kachchh, Gujarat, India
The meeting is convened in compliance with MCA Circulars permitting virtual meetings.
Summary of Proposed Resolutions and Implications
Item No. 1: Issuance of Equity Shares on a Preferential Basis
A special resolution is proposed to issue up to 22,27,544 equity shares of face value ₹10 each at an issue price of ₹1,670 per share (including a premium of ₹1,660), aggregating ₹371,99,98,480.
The allottees are non-promoter entities, including funds and individuals, such as Ashoka Whiteoak funds, Whiteoak Capital funds, Ashish Kacholia, and others, as listed in the notice.
The objects of the issue are:
Repayment/pre-payment of borrowings (₹344 crore, including estimated prepayment charges and interest).
General corporate purposes (₹28 crore, not exceeding 25% of total proceeds).
The relevant date for determining the floor price is September 8, 2026, and the floor price as per SEBI ICDR Regulations is ₹1,669.37, but the issue price is fixed at ₹1,670.
The equity shares will rank pari-passu with existing shares and be subject to lock-in as per SEBI ICDR Regulations.
Allotment must be completed within 15 days of shareholder approval or after receiving regulatory approvals.
The issue will not result in a change in control, and no promoter, director, or KMP is subscribing.
Voting Process and Methods
Remote E-Voting: Provided by KFin Technologies Limited, available from Sunday, October 4, 2026, at 9:00 a.m. IST to Wednesday, October 7, 2026, at 5:00 p.m. IST.
Cut-off Date: Thursday, October 1, 2026, for determining voting rights.
Methods: Members can vote via depository systems (NSDL/CDSL) for demat holdings or through KFin's platform for physical holdings and non-individual members.
E-Voting During EGM: Facility available for members who have not voted remotely.
Scrutinizer: Mr. Piyush Prajapati, Practicing Company Secretary (Membership No. F12711, COP No. 18332), is appointed to scrutinize the voting process.
Key Voting Outcomes
Voting outcomes are not yet available as the meeting is scheduled for October 8, 2026. Results will be declared within two working days after the EGM and posted on the company's website and stock exchanges.
Scrutinizer's Role and Findings
Mr. Piyush Prajapati will scrutinize the remote e-voting and e-voting during the EGM, submit a consolidated report to the Chairman, and decide on the validity of votes. His decision is final.
Compliance with Laws and Regulations
The notice is issued in compliance with the Companies Act, 2013, SEBI LODR Regulations, SEBI ICDR Regulations, and MCA Circulars.
The preferential issue adheres to Section 42 of the Companies Act and Chapter V of SEBI ICDR Regulations.
The company confirms that it, its promoters, and directors are not wilful defaulters or fraudulent borrowers.
Names and Roles of Signatories
Pavan Kumar Jain: Company Secretary and Compliance Officer (Membership No. A66752), signed the document on September 16, 2026.
Additional Information
The notice was dispatched electronically on September 16, 2026, to members with registered email addresses and is available on the company's website and stock exchange websites.
Members can inspect documents electronically by emailing cs@venuspipes.com.
The company has appointed CARE Ratings Limited as the monitoring agency for fund utilization, as required by SEBI ICDR Regulations for issues exceeding ₹100 crore.
Detailed instructions for remote e-voting and attending the EGM via VC/OAVM are provided in the notice.
The explanatory statement includes comprehensive disclosures on the preferential issue, such as objects, utilization schedule, allottee details, shareholding pattern changes, and lock-in periods.
