Venus Pipes & Tubes Ltd

EGM terms and purpose

• Corrigendum updates the EGM notice for Oct 8, 2026 via VC/OAVM.
• Proposed preferential issue of up to 22,27,544 equity shares.
• Issue price ₹1,670 per share including ₹1,660 premium.
• Aggregate size up to ₹371.99 crore; matters require shareholder approval.
• Objects: proceeds to repay/prepay bank borrowings; estimated ₹344 crore.
• Repayment aims to reduce debt, improve debt-to-equity ratio.
• Utilisation note updated; previous caveat on fund deployment removed.
• In-principle approvals sought from BSE/NSE; approvals from shareholders required.
• EGM set for 8 October 2026; venue via VC/OAVM.

Venus Pipes & Tubes Ltd trading window closed from October 01, 2026 until 48 hours after the declaration of Unaudited Financial Results for quarter and half year ending September 30, 2026

EGM purpose

• Special resolution to issue up to 22,27,544 equity shares on preferential basis.
• Issue price ₹1,670 per share; aggregate up to ₹371.99 crore.
• Allotment to non-promoter/public entities; promoter participation not involved.
• Board resolution dated 16 September 2026.
• Offer via private placement (PAS-4), subject to approvals.

Resolution details

• Type: Special; Nature: Preferential issue of equity shares.
• Shares up to 22,27,544; price ₹1,670; aggregate ₹371.99 crore.
• Floor price ₹1,669.37; relevant date 08 Sep 2026.
• Lock-in under ICDR; 15 days for demat allotment.
• Promoter/director subscriptions: none; allottees are non-promoter/public.
• PAS-4 offer document; listing approvals required.
• Allocation subject to regulatory approvals; 15 days after approvals.
• Post-issue, no change in control; promoter subscriptions nil.
• Post-issue total shares: 2,29,43,654; promoter 43.71%; non-promoter 56.29%.
• Monitoring: CARE Ratings; quarterly reports to stock exchanges.
• Completion window: within 15 days after passing resolution or approvals.

Use of proceeds & objects

• Repayment/pre-payment of borrowings: ₹344 crore.
• General corporate purposes: ₹28 crore.
• Total estimated proceeds: ₹372 crore; utilization within six months.
• Monitoring reports to exchanges; quarterly updates by CARE Ratings.
• Interim use: funds may be temporarily invested; dematerialisation required; listing on exchanges.

Shareholding impact

• Promoter holding reduces from 48.41% to 43.71%.
• Non-promoter/public holding rises to 56.29%.
• Post-issue total shares: 2,29,43,654.

Governance & listing

• No change in management or control anticipated.
• Equity shares to be listed on BSE and NSE.

Voting outcome

• Voting outcome not disclosed in the filing.

Issuance terms

• Security: Equity shares; preferential allocation via private placement.
• Total securities: 22,27,544 equity shares; aggregate Rs 371.9998 crore.
• Issue price: Rs 1,670 per share; premium Rs 1,660.
• Investors: 18 non-promoter/public allottees (Annexure A).
• Post-issue holding: Promoter 43.71%; Public 56.29%.
• Listing: NSE; symbol VENUSPIPES.
• Subject to shareholder and regulatory approvals.

Investor details

• Investors include Ashoka Whiteoak ICAV, India Acorn Fund, KITARA PIIN 2401, etc.
• Total consideration approx Rs 372 crore.

Governance & approvals

• EGM on 08 Oct 2026 to approve the issue.
• Cut-off date for voting: 01 Oct 2026.
• Scrutinizer appointed: Piyush Prajapati & Associates.
• Advisor: Inga Ventures Private Limited engaged for the issue.

Management changes

• Arun A. Kothari reappointed Chairman & MD for 5 years (14 Sep 2026–13 Sep 2031).
• Megharam S. Choudhary reappointed Whole-time Director for 5 years (14 Sep 2026–13 Sep 2031).
• Dhruv M. Patel reappointed Whole-time Director for 5 years (14 Sep 2026–13 Sep 2031).
• Kailash Nath Bhandari reappointed Independent Director for second term (19 Oct 2026–18 Oct 2031).
• Shyam Agrawal reappointed Independent Director for second term (19 Oct 2026–18 Oct 2031).
• Pranay Ashok Surana reappointed Independent Director for second term (19 Oct 2026–18 Oct 2031).
• Komal Lokesh Khadaria reappointed Independent Director for second term (19 Oct 2026–18 Oct 2031).

AGM Details

• AGM conducted via VC/OAVM with remote e-voting before and during meeting.
• All resolutions approved by members with requisite majority.
• Record-date process defined; eligibility determined for attendance.

Key Resolutions

• Adopt audited financial statements and reports; Passed.
• Re-appoint director by rotation; Passed.
• Dividend approved; interim and final distributions declared.
• Re-appoint Managing Director; Passed.
• Re-appoint Whole-time Directors; Passed.
• Re-appoint Independent Directors; Passed.
• Increase borrowing limit; Passed.
• Create charge on assets for borrowings; Passed.
• Remuneration of Cost Auditors approved.

Dividend

• Dividend approved; interim and final per equity share.

Director Changes

• MD, WTDs and independent directors appointed or reappointed.

Auditor Appointments

• Remuneration of Cost Auditors for next year approved.

Other Approvals

• Borrowing limit increased and charges created on assets.

AGM Details

• 12th AGM held on 11 September 2026 at 04:00 PM IST via VC/OAVM.

Resolutions proposed

• Adopt Audited Financial Statements for FY2026.
• Re-appoint Jayantiram Choudhary by rotation.
• Declare interim and final dividends of Rs 0.50 each per share.
• Ratify remuneration of Cost Auditors for 2026-27.
• Re-appoint Arun Axaykumar Kothari as Managing Director.
• Re-appoint Dhruv Mahendrakumar Patel as Whole-time Director.
• Re-appoint Megharam Sagramji Choudhary as Whole-time Director.
• Re-appoint Kailash Nath Bhandari as Independent Director.
• Re-appoint Shyam Agrawal as Independent Director.
• Re-appoint Pranay Ashok Surana as Independent Director.
• Re-appoint Komal Lokesh Khadaria as Independent Director.
• Increase borrowing limits under Sec 180(1)(c) of the Companies Act, 2013.
• Creation of charges on movable and immovable properties for borrowings.

Voting update

• Results to be disseminated to stock exchanges and website by Sept 13, 2026.

Meeting Details

• Board meeting scheduled for Wednesday, September 16, 2026; time and venue not disclosed.

Key Agenda Items

• Fund raising via equity issue (preferential issue/private placement or combination), subject to regulatory and shareholder approvals.
• Board to consider convening an Extraordinary General Meeting to seek shareholder approval.
• Other related matters regarding fund raising as required.

Other Notes

• Trading window closed from 10 Sep 2026 until 48 hours after Board outcome.