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APOLLO PIPES LIMITED — Proxy Solicitation & Information Statement 2025
Mar 20, 2025
60327_rns_2025-03-20_2d98ac78-f613-4bb5-9de1-5f8c76ba7f67.pdf
Proxy Solicitation & Information Statement
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March 20, 2025
The National Stock Exchange of India Limited Department of Corporate Services/Listing Exchange Plaza”, 5[th] Floor, BSE Limited Plot No. C/1, G Block, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Bandra (East), Dalal Street, Fort, Mumbai – 400 051 Mumbai – 400 001
NSE Symbol: APOLLOPIPE
SCRIP Code: 531761
Reference: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Notice of Postal Ballot.
Subject: Addendum to the Notice of Postal Ballot dated January 27, 2025.
Dear Sir/Madam,
With reference to the captioned subject and in continuation to the Notice of Postal Ballot dated January 27, 2025 issued by Apollo Pipes Limited (“the Company”) this is to inform you that an Addendum to the Notice of Postal Ballot is being annexed herewith for the reference of the shareholders.
Except as detailed in the attached Addendum, all other contents/information mentioned in the Postal Ballot Notice dated January 27, 2025, and the Corrigendum to postal ballot notice Dated February 07, 2025 shall remain unchanged. This Addendum will also be made available on the Company’s website viz. www.apollopipes.com and on the websites of National Stock Exchange of India Limited viz. www.nseindia.com and BSE Limited viz. www.bseindia.com
You are requested to take the same on your record.
Yours Truly
For Apollo Pipes Limited
GOURAB Digitally signed by GOURAB KUMAR NAYAK KUMAR NAYAK Date: 2025.03.20 10:53:35 +05'30'
Gourab Kumar Nayak Company Secretary and Compliance Officer Encl: A/a
ADDENDUM TO POSTAL BALLOT NOTICE
Dear Members,
We draw the attention of all the members of Apollo Pipes Limited (the “Company”) towards the Postal Ballot Notice dated January 27, 2025, and the explanatory statement thereto (“Postal Ballot Notice”) seeking approval of members of the Company on certain agenda items. The company had also issued a corrigendum to the Postal Ballot Notice on February 07, 2025 (“Corrigendum”). The Postal Ballot Notice and the Corrigendum were sent by email to all the members of the Company on January 27, 2025 and February 07, 2025 respectively, in due compliance with the provisions of the Companies Act, 2013 (the “Act”) and rules made thereunder and other applicable laws and regulations.
Further, the voting results of the business transacted by Postal Ballot, as required under Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 were disclosed on the websites of the Company at www.apollopipes.com and Stock Exchanges i.e., www.bseindia.com and www.nseindia.com.
We wish to inform you that on January 27, 2025, the Company had filed the application to the Stock Exchanges under Regulation 28 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 for obtaining the in-principle approval for the Preferential Issue of up to 20,00,000 Fully Convertible Warrants of face value of Rs. 10/- each, at an issue price of Rs. 550/- per Warrant, for an aggregate amount not exceeding Rs. 110,00,00,000/- to persons belonging to Non-Promoter Category of the Company. While reviewing the said application, clarifications were sought by the National Stock Exchange of India Limited (“NSE”) on March 11, 2025 and the Company is issuing this addendum to the Postal Ballot Notice (“Addendum”) to address the clarifications sought by NSE and inform the members regarding certain revision/corrections under Item No. 5 of the explanatory statement of the Postal Ballot Notice.
On and from the date hereof, the Postal Ballot Notice shall always be read in conjunction with the Corrigendum and this Addendum, which forms an integral part of the same Postal Ballot and the same is also being uploaded on the website of the Company at www.apollopipes.com and Stock Exchanges i.e., www.bseindia.com and www.nseindia.com.
Except for the revision/corrections through this Addendum, all other contents/information mentioned in the Postal Ballot Notice dated January 27, 2025, and the Corrigendum to postal ballot notice Dated February 07, 2025 shall remain unchanged.
Pursuant to the clarification sought by NSE, the Company has obtained a revised valuation report from the Registered Valuer dated March 19, 2025. It is to be noted that there is no change in the issue price of the Warrants to be allotted on preferential basis.
Changes to the Explanatory Statement to Item No. 5:
Clause (XI) “Issue price and Relevant Date” under Item no. 5 of the Explanatory Statement shall now be read as under:
In terms of Regulation 161 of SEBI (ICDR) Regulations, 2018 the Relevant Date has been reckoned as Monday, January 27, 2025, for the purpose of computation of issue price of Warrants.
The Equity Shares of the Company are listed on National Stock Exchange of India Limited (‘NSE’) & BSE Limited (‘BSE’) and are frequently traded on NSE as per the provisions of SEBI ICDR Regulations as on the Relevant Date. The minimum issue price per Warrant was considered higher of the price determined through following methods:
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(i) The Equity Shares of the Company are listed on NSE & BSE and are frequently traded on NSE as per provisions of ICDR Regulations. In terms of the provisions of Regulation 164 of the SEBI ICDR Regulations, the minimum price at which the Warrants may be issued computes to ₹ 505.58/- each.
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(ii) The Articles of Association of Company mandates for determining the issue price by the valuation report of a registered valuer. Accordingly, the Company has obtained a revised Valuation report dated March 19, 2025 from Mr. Ankush Garg an Independent Registered Valuer (Registration No.: IBBI/RV/02/2018/10010). The price determined through the valuation report is Rs. 517.03 /- per Warrant. The said revised report is available on the website of the Company at www.apollopipes.com.
Thus, the price of the Warrants to be allotted on preferential basis is ₹ 550/- (Rupees Five Hundred Fifty only) each to the proposed allottee, which is higher than above mentioned prices.
All other particulars and details remain unchanged. This Addendum shall form an integral part of and should be read in conjunction with the Postal Ballot Notice dated January 27, 2025 and the Corrigendum to Postal Ballot notice Dated February 07, 2025 which was circulated to members of the Company. This addendum is also available on the website of the stock exchanges i.e., BSE at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of the Company at www.apollopipes.com. Rest all contents of the Postal Ballot Notice remains the same.
For Apollo Pipes Limited GOURAB Digitally signed by KUMAR GOURAB KUMAR NAYAK Date: 2025.03.20 10:54:00 NAYAK +05'30'
Place: Noida Gourab Kumar Nayak Date: 20.03.2025 Company Secretary and Compliance Officer