Hariom Pipe Industries Limited — Proxy Solicitation & Information Statement 2023

Feb 9, 2023

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Date: February 09, 2023

To

The National Stock Exchange of India Limited,

Listing Department Exchange Plaza, NSE Building, Bandra Kurla Complex, Bandra East, Mumbai – 400 051,

BSE Limited

Corporate relationship Department Phiroze jeejeebhoy Towers Dalal Street, fort Mumbai -400 001

NSE Symbol – HARIOMPIPE

BSE Scrip Code- 543517

Sub: Addendum to the Notice of Extraordinary General Meeting (“EGM”)

Dear Sir/Madam,

In continuation of our intimation dated January 25, 2023 regarding Notice of Extraordinary General Meeting (“EGM”), of the Hariom Pipe Industries Limited (“the Company”) scheduled to be held on Monday, February 20, 2023 at 11:00 AM (IST) through video-conferencing (VC) / other audiovisual means (OVAM), please find attached herewith an Addendum to the Notice of the EGM.

The Addendum to the Notice of the EGM has also been made available on the website of the company at the link https://www.hariompipes.com/preferential-allotment-2022-2023.php

We request you to take above on your records.

Thanking you, Yours faithfully,

For Hariom Pipe Industries Limited

RUPESH Digitally signed by KUMAR RUPESH KUMAR GUPTA Date: 2023.02.09 19:08:30 GUPTA +05'30'

Rupesh Kumar Gupta

Managing Director DIN: 00540787

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HARIOM PIPE INDUSTRIES LIMITED

CIN: L27100TG2007PLC054564

Registered Address: 3-4-174/12/2, Samarpan, 1[st] Floor, Lane beside Spencer's, Pillar No. 125, Attapur, Hyderabad, Telangana - 500048, India.

Website : www.hariompipes.com, Email: info@hariompipes.com, Phone: 040-24016101

ADDENDUM TO THE NOTICE OF EXTRA-ORDINARY GENERAL MEETING (“EGM”) TO BE HELD ON MONDAY, FEBRUARY 20, 2023 AT 11.00 A.M. (IST) THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”).

Hariom Pipe Industries Limited (“The Company”) had on Wednesday, January 25, 2023, dispatched electronically, to the shareholders of the Company, the Notice of Extra-Ordinary General Meeting (“EGM”) dated January 25, 2023 (“EGM Notice”), scheduled to be held on Monday, February 20,2023 AT 11.00 A.M. (IST) through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”), to transact the following Business:

1. To Increase the Authorised Share Capital of the Company:

1. Issue of upto 33,71,000 (Thirty Three lakhs Seventy One Thousand only) warrants each convertible into, or exchangeable for one equity share of the Company within the period of 18 (eighteen months) in accordance with the applicable law ("Warrants"), on Preferential basis, to specified person(s) under Promoter / Promoter Group of the Company andcertain identified non-promoter persons.

2. To consider and approve the issuance of up to 21,44,000 (Twenty One Lakhs Forty Four Thousand only) Equity Shares of Rs. 10/- each of the Company on a Preferential Basis to specified person(s) under Promoter / Promoter Group of the Company and certain identified non-promoter persons:

The Company is issuing this addendum to the EGM Notice (“Addendum”) in respect of the SEBI guidance circular NSE/CML/2022/56 and notice No. 20221213-47 of BSE and certain disclosures on Registered Valuer report, in the following matters forming part of Explanatory Statement annexed to the EGM Notice:

• I. The following table be read as Point No.1A below the point No.1 of the details of the issue and other particulars as required in terms of Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Regulation 163 of the SEBI (ICDR) Regulations, 2018, as given in Explanatory Statement attached to the Notice for Item No. 2&3.

“ 1A: Disclosure as per SEBI guidance circular for objects of the Issue:

S. No	Particulars	Comments
1.	The purpose for which fund is proposed to be raised shall be disclosed under the separate heading “Object of the issue	The purpose is to meet the working capital requirements of the Company and the same is disclosed under separate heading “Objects of the Issue” in point No. 1 of Item No. 2&3 of the

		Explanatory Statement attached to the notice.
2.	Each object of the issue, for which funds are proposed to be raised shall be stated clearly and same shall not be open ended/ vague.	The amount proposed to be raised by this Preferential issue is to meet the Working Capital requirements of the Company. There is only one Object of the Issue i.e, to meet the working capital requirements of the Company.
3.	The amount of funds proposed to be utilised against each of the object shall be stated clearly.	The amount of funds to be raised from the Issue is proposed to be utilised to meet the Working Capital requirements of the Company.
4.	d) Total amount of issue size allocated for different objects of the issue shall together be used only for the object of the issue as specified in the placement document/ notice to shareholders and same cannot be added to General Corporate Purposes (GCP)	The total amount of the Issue will only be used for objects of the Issue i.e, to meeting the working capital requirements of the Company and the same shall not be added to GCP (General Corporate Purpose).
5.	The tentative timeline for utilisation of issue proceeds for each of the object shall be clearly stated. Till such time the issue proceeds are fully utilised, the issuer shall also disclose the mode in which such funds will be kept.	The total amount is to be utilized for meeting working capital requirements of the Company. A Tentative figure of Rs. 10,304.29 Lakhs will be utilized on or before 31stMarch, 2023 and the remaining tentative amount of Rs. 8,722.46 Lakhs will be utilized in the FY 2023-24. In case any amount remains unutilized in the respective financial years, the same will be carried forward to the next financial year. The above time lines are subject to realization of funds from the proposed allottees. In case there is any short fall in the realization/subscription of funds then the shortfall in working capital requirement will be met through Internal accrurals or any other means of finance. Further till the funds are not utilized the same will be kept in the Banks Current account(s) of the Company opened for the Purpose of this Preferential Issue.
6.	The fund to be used for General Corporate Purposes (GCP), if any, shall not exceed 25% of the funds to be raised through the preferential issue or QIP, under the current issue.	Not applicable, as the total fund is to be used for meeting the Working capital requirements of the Company.

.”

• II. The following be read as Point No. 4A below the point No.4 of the details of the issue and other particulars as required in terms of Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Regulation 163 of the SEBI (ICDR) Regulations, 2018, as given in Explanatory Statement attached to the Notice for Item No. 2&3.

The Valuation report as Issued by Mr. Artham Someswara Rao dated 25.01.2023 was placed before the Audit Committee and the Board of Directors of the Company respectively in their meeting dated 25.01.2023 and the same was noted by Audit Committee and the Board of Directors respectively in the same meeting. The copy of valuation is available at https://www.hariompipes.com/preferential-allotment-2022-2023.php, The same link is also provided in the explanatory statement attached to the Notice of EGM.

Members are requested to read the EGM Notice in conjunction with this Addendum and any reference to the the details required as per SEBI guidance circular NSE/CML/2022/56 and Notice No. 20221213-47 of BSE and certain disclosures on Registered Valuer report in the EGM Notice should be deemed to include a reference to the above mentioned addendum. All other contents of the EGM Notice remain unchanged.

A copy of this addendum and the EGM Notice shall be available on the Company’s website at https://www.hariompipes.com/preferential-allotment-2022-2023.php websites of the Stock Exchanges i.e. www.nseindia.com and www.bseindia.com and on the website of e-voting service provider Central Depository Services (India) Ltd i.e. https://www.evotingindia.com/.

Rupesh Kumar Gupta

Date: February 09, 2023

Managing Director