Rama Steel Tubes Ltd

Key transaction facts

• Target company is Rama Steel Tubes Limited.
• Disclosing party is Naresh Kumar Bansal (Promoter).
• Transaction type: Acquisition of equity shares.
• Pre-transaction holding: 27,97,21,175 shares (17.10%).
• Acquired 87,00,761 shares (0.53%), via open market.
• Post-transaction holding: 28,84,21,936 shares (17.63%).
• Transaction dates: 28-09-2026 to 30-09-2026.
• Capital context: before/after Rs. 1,63,60,40,979; diluted capital same.

AGM Details

• AGM held Sep 30, 2026 at 12:30 PM via VC/OAVM.
• Remote voting window Sep 27–29, 2026; cut-off Sep 23, 2026.

Resolutions proposed

• Resolution 1: Adopt Audited Financial Statements for FY 2025-26; outcome not disclosed.
• Resolution 2: Re-appoint Rakesh Chaturvedi by rotation; outcome not disclosed.
• Resolution 3: Appoint Anju Kumari as Non-Executive Independent Woman Director; outcome not disclosed.
• Resolution 4: Ratify remuneration to Cost Auditors for FY 2026-27; outcome not disclosed.

Director changes

• Re-appointment of Mr. Rakesh Chaturvedi by rotation.
• Appointment of Ms. Anju Kumari as Non-Executive Independent Woman Director.

Rama Steel Tubes Ltd - Trading Window Closure

Capital structure

• Special resolution to increase authorised share capital to Rs 250 crore.
• MOA Clause V amended to 250 crore; board authorized to implement.
• No promoter or director conflicts disclosed in Item 1.

Preferential issue to non-promoters

• Up to 53.28 crore equity shares at Rs 5 each.
• Proposed allottees: Mr. Mangesh Anilpant Duke; Ms. Payal Mangeshrao Duke; Mr. Jagjit Gouri.
• 28 crore shares for non-cash; 20 crore for cash.
• Minimum price Rs 4.84; issue price Rs 5 including premium.
• Lock-in period 90 trading days.
• Relevant Date: 21 September 2026.
• Total issue size within authorized capital.
• Promoters and KMPs have no intention to subscribe.

Voting status

• EGM scheduled for 21 October 2026; outcomes pending.
• Remote e-voting from 18–20 October 2026; VC/OAVM for meeting.

Shareholding impact

• Promoter holding falls to 25.35%; non-promoter 74.65% post-issue.
• No change in control; voting rights align with shareholding.

Use of funds / objects

• Rs 100 crore infusion into subsidiary M/s RST International Trading FZE.
• Rs 166.40 crore for Automech Group stake acquisition.

Board/management

• No directors or KMP changes.

Other governance notes

• Board authorized to finalize terms, issue documents, and listing actions.
• Private placement to non-promoter allottees; approvals to be obtained.

Capital clause alteration

• Special resolution to increase Authorized Capital to Rs 250 crore and amend Clause V of MOA.
• No Directors/Promoters are concerned or interested.

Preferential issue to non-promoters

• Special resolution to issue up to 53,28,00,000 equity shares at Rs 5 each.
• Cash portion: 200,000,000 shares at Rs 5.
• Non-cash portion: 33,28,00,000 shares for Automech acquisition.
• Proposed allottees: Mangesh Duke, Payal Duke, Jagjit Gouri.
• Price Rs 5 per share, Rs 4 premium; minimum price Rs 4.84.
• Lock-in for 90 trading days; 100% payment at allotment.
• Post-issue promoter stake ~25.35%; non-promoters ~74.65%.
• Promoters/Directors not subscribing to the issue.
• Objects: Rs 100 crore infusion into subsidiary; Rs 166.40 crore for Automech stake.
• No change in control; voting rights align with shareholding.
• Board authorized to finalize terms and appoint intermediaries.
• Relevant date: 21 September 2026; 15 days to allot post-passing.

Capital structure changes

• Authorised share capital raised from Rs 200 crore to Rs 250 crore.
• Capital clause amended to read 250 crore equity shares of Rs 1 each.

Equity preferential issues

• Up to 28,00,00,000 equity shares at Rs 5 each (Rs 140 crore) to promoter group and non-promoter.
• Up to 33,28,00,000 equity shares at Rs 5 each (Rs 166.40 crore) to non-promoters via share swap.
• Cash consideration for promoter/non-promoter; share-swap for Automech acquisition.

Convertible warrants

• Up to 8,00,00,000 convertible warrants at Rs 5 each (Rs 40 crore) to promoter category.
• Warrants convert into one equity share; exercise within 18 months; Rs 4 premium.

Automech acquisition amendments

• Amendments to SPA dated 11 Dec 2025; completion extended to 15 Dec 2026.
• Joint acquisition of 100% Automech Group for AED 296 million.

Promoter shareholding impact

• Pre-issue promoter stake: Bansal 17.10%; others largely nil.
• Post-issue (full warrant conversion): Bansal 18.88%; Anilpant Duke 5.15%; Payal Duke 3.44%; Jagjit Gouri 14.29%.

Board approvals / next steps

• Board approved above matters and will convene an Extraordinary General Meeting.

Meeting Details

• Date: September 22, 2026; time and venue not disclosed.

Key Agenda Items

• Raising funds via preferential issue of equity shares and/or other securities.
• Board may seek shareholder approval through Postal Ballot and/or General Meeting, as applicable.
• Any other business with chairperson's permission.

Other Notes

• Trading window for dealing in securities closed until 48 hours after conclusion of the Board meeting.